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QUILTER PLC
(Incorporated under the Companies Act 1985 with registered number 06404270 and re-registered as a
public limited company under the Companies Act 2006)
ISIN CODE: GB00BNHSJN34
JSE SHARE CODE: QLT
Quilter plc (the "Company")
22 March 2024
Annual Report and Accounts 2023 and Notice of Annual General Meeting 2024
Quilter plc (the “Company”) announces that copies of the following documents have been submitted to the
National Storage Mechanism and will shortly be available for inspection at
http://data.fca.org.uk/#/nsm/nationalstoragemechanism:
1. Annual Report and Accounts 2023 (the “2023 Annual Report”);
2. Notice of Annual General Meeting 2024 (the “Notice”); and
3. Forms of Proxy for the Annual General Meeting 2024.
These documents will be posted to shareholders on Wednesday 3 April 2024. The 2023 Annual Report is also
available to view online at plc.quilter.com/annualreport and the Notice is available online at
plc.quilter.com/gm.
Annual General Meeting
The Company’s 2024 Annual General Meeting (the “2024 AGM”) will be held on Thursday 23 May 2024 at
11:00am (UK time) at Senator House, 85 Queen Victoria Street, London EC4V 4AB. Please ensure you check
the GM Hub regularly for up to date information about our AGM arrangements.
Key dates for shareholders
The table below shows the key dates for shareholders in respect of the 2024 AGM.
Posting Posting Last day to Proxy date Record Date of
record date date trade* for date to 2024 AGM
registered attend and
holders vote
Holdings on Friday 22 Wednesday - Tuesday 21 Tuesday 21 Thursday 23
the London March 2024 3 April 2024 May 2024 at May 2024 at May 2024 at
Stock 11:00am 6:30pm (UK 11:00am
Exchange (UK time) time) (UK time)
Holdings on Friday 22 Wednesday Thursday 16 Tuesday 21 Tuesday 21 Thursday 23
the March 2024 3 April 2024 May 2024 May 2024 at May 2024 at May 2024 at
Johannesburg 12:00pm (SA 7:30pm (SA 12:00pm (SA
Stock time) time) time)
Exchange
*Last Day to Trade is applicable only to holders on the Johannesburg Stock Exchange. Holders can trade their shares up to the close of
business on this date and thereafter the register is closed for the purposes of determining which holders are entitled to vote in respect
of the 2024 AGM.
Market purchase of own shares
Pursuant to Listing Rule 12.4.4, in addition to renewing the Company’s existing authority to make market
purchases of its own shares, the Company announces that it intends to propose a resolution at the 2024 AGM
seeking authorisation to enter into contingent purchase contracts with each of: (a) J.P. Morgan Equities South
Africa Proprietary Limited; and (b) Goldman Sachs International. The commercial purpose of this authority is
to enable the Company to purchase up to a maximum of 140,410,550 ordinary shares of the Company which
are currently listed on the Johannesburg Stock Exchange (such maximum to be reduced by any purchases
made pursuant to any general authority of the Company to make market purchases of its own shares).
Full details in respect of the proposed resolution are set out in the Notice.
Additional information
The following information is extracted from the 2023 Annual Report (page references are to pages in the 2023
Annual Report) and should be read in conjunction with the Quilter plc 2023 Full Year Results announcement
issued on Wednesday 6 March 2024. Both documents can be found at plc.quilter.com/investor-relations and
together constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text
through a Regulatory Information Service. This material is not a substitute for reading the 2023 Annual Report
in full.
Principal risks and uncertainties
During 2023, the Quilter Board approved in principle a revised set of Level 1 risk categories which describe
the main areas of risk exposure for Quilter. The table below sets out this revised list of Quilter’s principal risks
and uncertainties throughout 2023, including Executive Committee member ownership and key mitigants
being implemented by management. The risk trend noted is the overall residual risk trend (after the
application of risk controls) throughout 2023.
Business Risk owner 2023 risk trend Mitigation
strategy and Chief Executive Stable 2023 activity:
performance Officer • Continued successful
Quilter’s principal revenue streams cost reduction and
are related to the value of assets Chief Financial maintenance of
under management and, as such, Officer operating margin
Quilter is exposed to the condition of within target.
global economic markets. • Initiation of Wealth and
Geopolitical risk remains high due to Advice transformation
ongoing conflicts in Ukraine and programmes.
the Middle East. • Launch of the Quilter
Partners initiative.
Throughout 2023, external economic
conditions have remained Planned and ongoing
challenging and this has impacted activity:
flows, AuMA and revenues. • Activities to support
adviser and investment
Quilter has continued on its manager retention.
transformation journey during 2023, • Further enhancement
through strategic initiatives relating of adviser and
to business efficiency, cost reduction investment manager
and proposition enhancement. services.
Quilter’s focus is to maintain pace of
strategic delivery and agility in order • Ongoing management
to continue to provide a compelling and delivery of
proposition in a rapidly changing business
industry. transformation
programmes.
Business operation Risk owner 2023 risk trend Mitigation
Operational complexity and the Chief Operating Stable 2023 activity:
efficacy of controls and processes Officer • Ongoing business
related to the day-to-day running of simplification activity.
the business pose an inherent risk to Chief Financial
Quilter. This includes those Officer Planned and ongoing
processes which have been activity:
outsourced to third parties and • Operational
where oversight is critical for Quilter transformation
to gain assurance over activities programme to further
delegated outside of its direct align and streamline
control. Quilter’s operations provide operational processes
services to customers and, as such, across the Affluent
need to be effective and resilient to segment.
ensure that good customer • Stress-testing activities
outcomes are delivered and and development of
maintained. Quilter has continued to playbooks for
work towards simplifying its significant resilience
operational environment, events.
particularly in the Affluent segment
where team synergies are being
harnessed to support a reduction in
duplication, inconsistency and
complexity.
Technology and security Risk owner 2023 risk trend Mitigation
A stable, reliable and up-to-date Chief Operating Decreasing 2023 activity:
technology environment underpins Officer • Transfer of legacy
the delivery of our services to infrastructure following
customers and advisers and ensures the sale of the
that Quilter has technical resilience International business.
proportionate to its risk appetite.
Disruption to the stability and Planned and ongoing
availability of Quilter’s technology, or activity:
that of its third parties, could result • Ongoing activity to
in damaging service outages and a modernise and simplify
potential breach of impact our IT estate.
tolerances for Quilter’s Important • Implementation of
Business Services. The risk of an enhanced supplier
information security incident is a management
constant and evolving risk which has framework to ensure
the potential to impact Quilter’s consistent technical
reputation, regulatory standing, and
the services it provides to customers. and security oversight
During 2023, Quilter completed the of Quilter’s suppliers.
technical transition of the previously • Continued
divested Quilter International improvement of
business, and as a result reduced the Information Security
complexity of Quilter’s technical controls in response to
estate which drives an improved Quilter’s threat analysis
outlook for this risk. and an ever-changing
external threat
landscape.
Customer and product proposition Risk owner 2023 risk trend Mitigation
Quilter’s purpose is underpinned by Chief Stable 2023 activity:
having a suite of product Distribution • Defined benefit
propositions which drive good Officer transfer advice
customer outcomes and processes remediation activity
in place to ensure that foreseeable Quilter Cheviot close to completion in
harm is identified and addressed. Chief Executive compliance with the
Delivery of quality advice, including Officer FCA published section
the delivery of ongoing servicing and 404 compensation
a high level of adviser conduct and scheme.
competency, is essential. A lack of • Reprice of the Quilter
robust oversight by Quilter could Platform.
lead to delayed identification of • Reprice of the Cirilium
unsuitable advice or products fund range.
resulting in poor outcomes for
customers. As such, Quilter Planned and ongoing
continually looks to improve its activity:
control environment in relation to • Continue to strengthen
the oversight of advice and remains financial advice
focused on ensuring that products processes and
and services are designed and supporting controls.
maintained in line with the • Continued evolution of
Consumer Duty. the proposition with a
focus on our cash and
retirement
propositions.
Regulatory, tax and legal Risk owner 2023 risk trend Mitigation
Quilter is subject to conduct and Chief Risk Officer Stable 2023 activity:
prudential regulation in the UK, • Successful
provided by the FCA and PRA and in Chief Financial implementation of
the other jurisdictions in which it Officer activity to meet the
operates. This includes the Consumer Duty.
Consumer Duty, which sets a higher • Enhanced Risk
standard of consumer protection in Management
financial services. Quilter is also framework.
subject to the privacy regulations • Refreshed approach to
enforced by the Information Compliance monitoring
Commissioner’s Office and programme.
international equivalents. Quilter
faces risks associated with Planned and ongoing
compliance with these regulations, activity:
and changes to regulation or • Ongoing activity to
regulatory focus in the markets in embed compliance
which Quilter operates and other with the Consumer
statutory requirements. Failure to Duty.
manage regulatory, tax or legal • Delivery of refreshed
compliance effectively could result in Compliance monitoring
censure, fines or prohibitions which programme.
could impact business performance • Ongoing regulatory
and reputation. engagement
management and
regulatory horizon
scanning.
People Risk owner 2023 risk trend Mitigation
Quilter is reliant on its talent to HR Director Stable 2023 activity:
deliver its service to customers and • Review of Quilter’s
to drive strategic enhancements. People Strategy 2023-
Failure to attract and retain talented 2025 to ensure it
and diverse colleagues can result in remains relevant to the
impacts to Quilter’s strategy and changing needs of the
business growth. A competitive business and its
labour market and a high inflation employees.
environment has resulted in a • Dependency and
challenging environment for staff resource mapping to
retention during 2023. support strategic
initiatives in order to
identify and retain key
capabilities.
• Review of performance
management process.
Planned and ongoing
activity:
• Ongoing talent
management and
succession
programme.
• Ongoing regular
employee engagement
surveys.
• Ongoing staff wellbeing
initiative, ‘Thrive’.
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each
financial year. Under that law, the Directors have prepared the Group financial statements in accordance with
UK-adopted international accounting standards and the Parent Company financial statements in accordance
with UK Accounting Standards. Additionally, the Financial Conduct Authority’s Disclosure Guidance and
Transparency Rules require the Directors to prepare the Group financial statements in accordance with
international financial reporting standards as adopted by the United Kingdom.
Under company law, the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss
of the Group for that period. In preparing the financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• state whether, for the Group, applicable UK-adopted international accounting standards have been
followed, subject to any material departures disclosed and explained in the financial statements;
• state whether, for the Parent Company, applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements;
• make judgements and estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the Group and Parent Company will continue in business.
The Directors are also responsible for safeguarding the assets of the Group and Parent Company and hence
for taking reasonable steps for the prevention and detection of fraud and irregularities.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Group’s and the Parent Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Group and Parent Company and enable them to ensure that the financial statements
and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Parent Company’s website. Legislation
in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the Annual Report and financial statements
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable sets of accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Parent Company and
the undertakings included in the consolidation taken as a whole; and
• the Strategic Report includes a fair review of the development and performance of the business and the
position of the Parent Company and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they face.
We consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s position and performance, business model and
strategy.
Signed on behalf of the Board
Steven Levin Mark Satchel
Chief Executive Officer Chief Financial Officer
6 March 2024
39: Related party transactions
In the normal course of business, the Group enters into transactions with related parties. Loans to related
parties are conducted on an arm’s length basis and are not material to the Group’s results. There were no
transactions with related parties during the current year or the prior year which had a material effect on the
results or financial position of the Group.
39(a): Transactions with key management personnel
Key management personnel are those persons having authority and responsibility for planning, directing and
controlling the activities of the Group, directly or indirectly, including any Director (whether executive or
otherwise) of the Group. Details of the compensation paid to the Board of Directors as well as their
shareholdings in the Company are disclosed in the Directors’ Remuneration Report.
39(a)(i): Key management personnel compensation
31 December 31 December
2023 2022
£’000 £’000
Salaries and other short-term employee benefits 7,471 5,739
Post-employment benefits 83 25
Share-based payments 2,650 3,372
Total compensation of key management personnel 10,204 9,136
39(a)(ii): Key management personnel transactions
Key management personnel and members of their close family have undertaken transactions with the Group
in the normal course of business.
The Group’s products are available to all employees of the Group on preferential staff terms, the impact of
which is immaterial to the Group’s financial statements. During 2023, key management personnel and their
close family members contributed £2 million (2022: £2 million) to Group pensions and investments (in both
internal and external funds). The total value of investments in Group pensions and investment products by
key management personnel serving at any point during the year and their close family members was £11
million at the end of the year (2022: £12 million).
As disclosed in the Directors’ Report, the Company maintains Directors’ and Officers’ Liability Insurance
and third-party indemnity provisions are in place for the benefit of the Company’s Directors.
39(b): Associates
During 2022 and 2023, IT services were provided to the Group by 360 Dot Net Limited, an associate of the
Group. The relevant transactions had no material impact on the Group’s financial statements.
39(c): Other related parties
Details of the Group’s staff pension schemes are provided in note 33. Transactions between the Group and
the Group’s staff pension schemes are made in the normal course of business.
– ends –
Enquiries:
Investor Relations:
John-Paul Crutchley Tel: +44 (0)7741 385 251
Company Secretary:
Clare Barrett Tel: +44 (0)207 002 7072
Press:
Tim Skelton-Smith Tel: +44 (0)7824 145 076
Camarco:
Geoffrey Pelham-Lane Tel: +44 (0)20 3757 4985
Registrars:
Shareholders on the UK Register:
Equiniti Website: help.shareview.co.uk
Tel: +44 (0)333 207 5953*
Please use the country code when contacting Equiniti from outside the
UK.
*Lines are open Monday to Friday between 08:30 and 17:30 (UK time),
excluding public holidays in England and Wales.
Shareholders on the South African Register:
JSE Investor Services (Pty) Email: investorenquiries@jseinvestorservices.co.za
Limited
Tel: 086 140 0110/086 154 6566* (calling from South Africa)
Tel: +27 11 029 0251/+27 11 029 0253* (calling from overseas)
*Lines are open Monday to Friday between 08:00 and 16:30 Monday to
Friday, excluding public holidays.
JSE Sponsor: J.P. Morgan Equities South Africa (Pty) Ltd
About Quilter plc:
Quilter plc is a leading provider of financial advice, investments and wealth management, committed to
being the UK’s best wealth manager for clients and their advisers.
Quilter oversees £106.7 billion in customer investments as at 31 December 2023.
It has an adviser and customer offering spanning: financial advice, investment platforms, multi-asset
investment solutions, and discretionary fund management.
The business is comprised of two segments: Affluent and High Net Worth.
Affluent encompasses the financial planning business, Quilter Financial Planning, the Quilter Investment
Platform and Quilter Investors, the multi-asset investment solutions business.
High Net Worth includes the discretionary fund management business, Quilter Cheviot, together with
Quilter Cheviot Financial Planning.
