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Quilter plc (JSE:QLT) News - Annual Report and Accounts 2021 and Notice of Annual General Meeting 2022
QUILTER PLC
Incorporated under the Companies Act 1985 (UK) with registered number 06404270 and re-registered as a
public limited company under the Companies Act 2006) (UK)
ISIN CODE: GB00BDCXV269
JSE SHARE CODE: QLT
Quilter plc (the "Company")
24 March 2022
Annual Report and Accounts 2021 and Notice of Annual General Meeting 2022
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 2021 (the “2021 Annual Report”);
2. Notice of Annual General Meeting 2022 (the “Notice”); and
3. Forms of Proxy for the Annual General Meeting 2022.
These documents will be posted to shareholders on Tuesday 5 April 2022. The 2021 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 2022 Annual General Meeting (the “2022 AGM”) will be held on Thursday 12 May 2022 at
11:00am (UK time) at Senator House, 85 Queen Victoria Street, London EC4V 4AB. In light of the ongoing risk
to public health posed by COVID-19, we will continue to do all we can to take responsible precautions to help
protect the wellbeing of each other. We will monitor and follow the UK Government guidelines and update
our GM Hub at plc.quilter.com/gm if our AGM arrangements change. 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 2022 AGM.
Posting Posting Last day to Proxy date Record Date of
record date date trade* for date to 2022 AGM
registered attend and
holders vote
Holdings on Friday 25 Tuesday 5 - Tuesday 10 Tuesday 10 Thursday 12
the London March 2022 April 2022 May 2022 at May 2022 at May 2022 at
Stock 11:00am 6:30pm (UK 11:00am
Exchange (UK time) time) (UK time)
Holdings on Friday 25 Tuesday 5 Thursday 5 Tuesday 10 Tuesday 10 Thursday 12
the March 2022 April 2022 May 2022 May 2022 at May 2022 at May 2022 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 2022 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 2022 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 163,812,308 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 2021 Annual Report (page references are to pages in the 2021
Annual Report) and should be read in conjunction with the Quilter plc 2021 Full Year Results announcement
issued on Wednesday 9 March 2022. 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 2021 Annual Report
in full.
Principal risks and uncertainties
The Directors have carried out a robust assessment of the principal and emerging risks facing Quilter,
including those that would threaten its business model, future performance, solvency and liquidity, as well as
those risks that are non-financial in nature. The articulation of these principal risks and uncertainties is
consistent with Quilter’s Enterprise Risk Framework categorisation, and with the ‘Top Risk’ reporting that is
provided quarterly to the Board Risk Committee and Board.
The Board requires management to put in place actions to mitigate these risks, and controls to maintain risk
exposures within acceptable levels defined by Quilter’s risk appetite. The table below sets out Quilter’s
principal risks and uncertainties, including Executive Committee member ownership and key mitigants being
implemented by management. The risk trend noted is the residual risk trend (risk after the application of
mitigants) during 2021.
During the year we have removed Investment Management risk, given a relative reduction in risks associated
with investment management activities as supporting control frameworks have been enhanced. We have
added new risks related to Strategic Delivery and Climate Strategy, given the increased impact of both of these
risks to Quilter during 2021.
Business and strategic risks
Economic environment Risk owner 2021 risk trend Mitigation
Quilter’s principal revenue streams Chief Financial Stable 2021 activity:
are asset value related and as such Officer • 2021 economic
Quilter is exposed to the condition of scenario testing at
global economic markets. Whilst Group and subsidiary
market conditions generally level.
stabilised during 2021 from the • The share buy-back
COVID-19 pandemic, the evolving programme was
Ukraine crisis is having an impact on performed in tranches,
the economic environment resulting to enable Board
in short term market volatility. consideration of
Volatility in debt, equity and currency market conditions prior
markets may adversely impact to execution.
customer investment portfolios
which in turn impacts Quilter’s ability Planned and ongoing
to generate fee-based revenue. activity:
• Stress and scenario
analysis, including in
respect of market
shocks.
• Ongoing enhanced
monitoring of market
and liquidity risk
exposures.
Business financial performance Risk owner 2021 risk trend Mitigation
While the direct impact of the Chief Financial Stable 2021 activity:
pandemic on business performance Officer • Continued 2021 in-year
moderated during 2021, cost focus, with
consequential impacts including favourable out-turn
inflationary pressures and an against plan achieved.
increase in the cost of living could • Longer-term expense
impact customers’ ability to invest targets established
and therefore investment inflows. aligned to the strategic
The Russian invasion of Ukraine Simplification
creates increasing economic and programme.
political uncertainty which could
impact consumer confidence. The Planned and ongoing
potential for tax increases as well as activity:
direct inflationary impacts could • Propositional activity
result in adverse cost impacts for under Quilter’s new
Quilter, acting as headwinds to our segment model to
performance. Any negative impact drive revenue growth,
on earnings, share price and/or including Wealth
capital position could have a Select+.
resulting adverse effect on Quilter’s
market credibility and financial
standing.
Strategic delivery (new for 2021) Risk owner 2021 risk trend Mitigation
Quilter has embarked on an Chief Executive Not applicable 2021 activity:
ambitious strategy focused on Officer • Sale of Quilter
growth and efficiency, while International, and
increasing digitisation and realisation of the post-
embedding ESG wherever possible. Listing objective of
Achieving this ambition will require becoming a modern UK
the operation of a robust strategic wealth manager.
delivery framework, and investment • Establishment of the
in capabilities. As we are now Simplification
embarking on our next strategic programme and
phase and with the ambitious identification of
programme of work needed to strategic initiatives.
deliver it, we are further increasing
our focus in this area. Any failure to Planned and ongoing
deliver on the strategic delivery activity:
programme, could expose the Group • Full mobilisation of
to competitive risks and impact activities to support
Quilter’s franchise value. delivery against
Quilter’s new strategic
objectives.
Change execution Risk owner 2021 risk trend Mitigation
Quilter continues to be subject to Chief Operating Reducing 2021 activity:
change execution risk given an Officer • Successful final PTP
ongoing programme of material migration.
change projects, although the • Successful
maturing of Quilter’s change implementation of
execution capabilities, and the Workday as a strategic
successful completion of a number platform for HR and
of key projects in 2021, including the Finance activities.
Platform Transformation
Programme, has reduced the impact Planned and ongoing
of this risk. The effective embedding activity:
of new technology and process • Active management
across Quilter is key for the next and prioritisation of the
phase. Any loss of focus on change change portfolio.
execution disciplines could impact • Enhanced executive
the delivery of the intended benefits, oversight and change
and risk disruption to continuing assurance.
operations and the control • Disciplined programme
environment. and portfolio
governance
arrangements.
Climate strategy (new for 2021) Risk owner 2021 risk trend Mitigation
Quilter takes its responsibility to the Chief Executive Not applicable 2021 activity:
environment seriously, and is Officer
determined to play its part in
reducing climate impacts. In order to • Climate Risk Appetite
do this, Quilter must develop and statement
deliver an achievable, coherent, development.
comprehensive and robust long- • Implementation of
term climate strategy to manage climate change
climate related financial and non- scenario testing.
financial risks. Failure to do so would • Implementation of the
result in Quilter being unable to required TCFD
meet regulatory and other statement in this
stakeholder expectations, and fulfil document, and the
our strategic priority to become the associated TCFD
responsible wealth manager. report.
Planned and ongoing
activity:
• Further development
of Quilter’s climate
change strategy
including specifying
targets.
Operational and regulatory risks
Advice Risk owner 2021 risk trend Mitigation
Quilter’s financial advice services are Chief Executive Stable 2021 activity:
subject to fundamental regulatory Officer – Quilter • Ongoing remediation
conduct requirements to assure Financial exercise to address
suitability of advisory Planning historic defined benefit
recommendations. This risk remains pension transfer advice
elevated and stable, as Quilter provided by Lighthouse
continues to address historic DB to to British Steel Pension
DC transfer advice shortcomings of scheme members and
the acquired Lighthouse Group, as some other pension
announced by Quilter in 2020. transfer cases, with a
Remediation programmes are total provision of
ongoing to ensure impacted £29 million held to
customers receive fair outcomes and fund the exercise and
to ensure robustness of the control resultant redress to
framework to support the ongoing these customers.
delivery of suitable advice. Failure to • Ongoing programme of
operate effective arrangements to work to enhance the
support the ongoing delivery of control environment
suitable advice could expose Quilter that supports the
to risks associated with customer delivery of suitable
detriment, regulatory censure and advice in the Quilter
remediation programmes, with Financial Planning
consequential impacts to the Group’s business.
business, financial condition and
reputation.
Planned and ongoing
activity:
• Completion of defined
benefit remediation
activity.
• Further uplifts of
controls in operational
processes supporting
the delivery of suitable
of advice.
Information technology Risk owner 2021 risk trend Mitigation
Quilter’s business is dependent on Chief Operating Stable 2021 activity:
its technology infrastructure and Officer • Technology
applications to perform necessary transformation
business functions. Much of Quilter’s programmes across
legacy IT estate is currently being Quilter have achieved
replaced, by cloud-based retirement of many
applications, thereby reducing legacy systems, with
internal complexity. Nevertheless, a their replacement by
range of legacy applications are still modern cloud-hosted
supported, including the technology systems.
platform underpinning the divested • Retired systems
Quilter International business, which include legacy UK
will be supported until 2023 under a Platform technology,
Transitional Services Agreement. and supporting
Failure to manage technology risk systems in HR, Finance
could have a material adverse and Risk.
impact on Quilter’s business,
resilience capabilities, operations, Planned and ongoing
financial condition and reputation. activity:
• Technology
transformation
continues, with further
system retirements.
• Active systems
monitoring.
• Technology policy and
standards compliance
arrangements.
Information security Risk owner 2021 risk trend Mitigation
Quilter’s business, by its nature, Chief Operating Stable 2021 activity:
requires it to store, retrieve, evaluate Officer • Completion of most
and utilise customer and Company elements of the
data and information, some of which Information Security
is highly sensitive. Quilter and its Improvement
service providers are subject to the Programme, which has
risk of information security breaches delivered uplifted
from parties with criminal or controls, processes and
malicious intent. Should intrusion tools.
detection and anti-penetration • Cyber attack
processes not anticipate, prevent or framework
mitigate a network failure or implementation.
disruption, it may have a material
adverse effect on Quilter’s Planned and ongoing
customers, business, financial activity:
condition, operations and • Evolution of the
reputation. information security
framework in the
context of a cloud-
based third-party
application ecosystem.
• Cyber threat defences
and monitoring.
• Information Security
Policy and standards
and associated
compliance
arrangements.
People Risk owner 2021 risk trend Mitigation
Quilter relies on its talent to deliver HR Director Stable 2021 activity:
its service to customers. People risk • Launch of HR
has remained heightened during the Transformation plan.
pandemic as Quilter’s people have • Implementation of
adapted to new ways of working Workday HR to
during a period of significant change. enhance HR related
Delivery of Quilter’s ambitious new process.
strategic objectives will require
particular skills and competencies to Planned and ongoing
be successful, including in digital and activity:
ESG-related competencies. Failure to • Talent management
attract and retain suitable talent may and succession
impact on the delivery of Quilter’s programme.
strategy and may have an adverse • Performance and risk-
impact on Quilter’s business, its adjusted remuneration
financial and operational arrangements.
performance and its delivery of • Regular employee
service to customers. engagement surveys.
• Quilter’s staff wellbeing
initiative, ‘Thrive’.
Third-party Risk owner 2021 risk trend Mitigation
Quilter procures certain services Chief Operating Stable 2021 activity:
from third parties, which has Officer • Maturing of the Third-
increased given the significant Party Risk Management
business process and technology arrangements,
outsourcing to FNZ and the including systemisation
deployment of multiple new cloud- of controls within the
based technologies. If Quilter does Coupa procurement
not effectively oversee its third-party system.
providers, they do not perform as • Centralisation of
anticipated, or Quilter experiences supplier management
technological or other problems with teams to facilitate
a third party, Quilter may experience consistency of
operational difficulties, increased approach.
costs and loss of business, potential
customer detriment and damage to Planned and ongoing
its reputation. activity:
• Continued evolution of
oversight approach,
including optimising for
cloud-based
applications.
• Third-Party Risk
Management
Framework and
associated policy and
standards compliance
arrangements.
Operational resilience Risk owner 2021 risk trend Mitigation
Quilter provides important services Chief Operating Stable 2021 activity:
for its customers, and its ability to Officer • Preparation for the
maintain these services during March 2022
unforeseen events is key. The implementation of the
continuing COVID-19 pandemic has enhanced UK
provided comfort on Quilter’s ability operational resilience
to operate in a severe operational requirements,
resilience scenario. Any failures in including identification
Quilter’s preparation for, or of Important Business
response to, sudden disruptions Services.
could compromise the maintenance • Business disruption
of important business services, exercises, including a
resulting in the potential for scenario of significant
customer detriment, financial loss, service failure by a
damage to reputation or regulatory strategic supplier.
sanction.
Planned and ongoing
activity:
• Business Continuity
and Crisis Management
Policy and related
policy compliance
arrangements.
• Systemised inventories
of processes and
dependencies.
• Resilience plans and
resilience testing.
Regulatory Risk owner 2021 risk trend Mitigation
Quilter is subject to regulation in the Chief Risk Officer Reducing 2021 activity:
UK by the PRA and the FCA, and • Reduced exposure to
following the sale of Quilter international
International, by a now reduced regulatory regimes
number of other regulators through sale of Quilter
internationally. Additionally, the firm International.
is subject to the privacy regulations • Close engagement with
enforced by the Information regulators on
Commissioner’s Office and regulatory
international equivalents. Quilter developments
faces risks associated with including in respect of
compliance with these regulations the FCA’s Consumer
and to changes in regulations or Duty proposals.
regulatory focus or interpretation in
the markets in which Quilter Planned and ongoing
operates. Failure to manage activity:
regulatory compliance effectively • Compliance monitoring
could result in regulatory censure, programme.
including the possibility of fines or • Regulatory
prohibitions which could impact engagement
business performance and management.
reputation. • Regulatory horizon
scanning.
• Staff training and staff
awareness
programmes.
• Regulatory Compliance
Policy, as associated
policy compliance
arrangements.
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 and Parent Company financial
statements in accordance with UK-adopted international 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 and Company, applicable UK-adopted international 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 set of accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the 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 issuer 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
Paul Feeney Mark Satchel
Chief Executive Officer Chief Financial Officer
9 March 2022
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 and prior year which had a material effect on the results
or financial position of the Group.
39(a): Transactions with key management personnel, remuneration and other compensation
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 Remuneration report.
39(a)(i): Key management personnel compensation
31 December 31 December
2021 2020
£’000 £’000
Salaries and other short-term employee benefits 7,627 5,503
Post-employment benefits 43 62
Share-based payments 2,987 5,263
Termination benefits - 51
Total compensation of key management personnel 10,657 10,879
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 the year ended 31 December 2021, key
management personnel and their close family members contributed £1 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 £12 million at the end of the year.
During the year ended 31 December 2020, key management personnel and their close family members
contributed £2 million and the value of their investments in Group pensions and investment products totalled
£14 million.
Qualifying third-party indemnity provisions (as defined by section 234 of the Companies Act 2006) were in
force during the course of the financial year ended 31 December 2021 for the benefit of the then Directors
and, at the date of this report, are in force for the benefit of the Directors in relation to certain losses and
liabilities which they may incur (or have incurred) in connection with their duties, powers and office. In
addition, the Company maintains Directors’ and Officers’ Liability Insurance which gives appropriate cover for
legal action brought against its Directors.
39(b): Associates
In the current and prior year, IT services were provided by 360 Dot Net Limited, an associate company. The
relevant transactions had no material impact on the financial statements of the Group.
39(c): Other related parties
Details of the Group’s staff pension schemes are provided in note 33. Transactions made 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 +44 (0)7741 385 251
Keilah Codd +44 (0)7776 649 681
Company Secretary:
Patrick Gonsalves +44 (0)7391 867 081
Press:
Tim Skelton-Smith +44 (0)7824 145 076
Camarco:
Geoffrey Pelham-Lane +44 (0)7733 124 226
Registrars:
Shareholders on the UK Register:
Equiniti https://help.shareview.co.uk
Tel: +44 (0)333 207 5953* (calling from the UK)
Tel: +44 (0)121 415 0113 (calling from overseas)
*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 11 715 3000 (calling from overseas)
JSE Sponsor:
J.P. Morgan Equities South Africa Proprietary Limited
About Quilter plc
Quilter plc is a leading wealth management business in the UK and internationally, helping to create prosperity
for the generations of today and tomorrow.
Quilter plc oversees £111.8 billion in customer investments (as at 31 December 2021).
It has an adviser and customer offering spanning: financial advice, investment platforms, multi-asset
investment solutions, and discretionary fund management.
The business is being reorganized into two segments: Affluent and High Net Worth.
Affluent encompasses the financial planning businesses, 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
Private Client Advisers.
Date: 24-03-2022 01:00:00
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