Annual Financial Report and Notice of AGM

RNS Number : 3102U

Quilter PLC

28 March 2019

 

28 March 2019

Quilter plc

Annual Report and Accounts 2018 and Notice of Annual General Meeting 2019

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://www.morningstar.co.uk/uk/NSM:

1.   Annual Report and Accounts 2018 (the "2018 Annual Report");

2.   Notice of Annual General Meeting 2019 (the "Notice of AGM"); and

3.   Forms of Proxy for the Annual General Meeting 2019.

These documents will be posted to shareholders on Thursday, 11 April 2019.  The 2018 Annual Report and the Notice of AGM are also available to view online at quilter.com/annualreport.

The Company's Annual General Meeting 2019 (the "2019 AGM") will be held on Thursday, 16 May 2019 at 11:00am (UK time) in the Presentation Suite, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ.  The table below shows the key dates for shareholders in respect of the 2019 AGM.

	Posting record date	Posting date	Last day to trade(1)	Proxy date  for registered holders	Record date to attend and vote	Date of 2019 AGM
Holdings on the London Stock Exchange	Friday, 29 March 2019	Thursday, 11 April 2019	-	Tuesday, 14 May 2019 at 11:00am (UK time)	Tuesday, 14 May 2019 at 6:30pm (UK time)	Thursday, 16 May 2019 at 11:00am (UK time)
Holdings on the Johannesburg Stock Exchange	Friday, 29 March 2019	Thursday, 11 April 2019	Thursday, 9 May 2019	Tuesday, 14 May 2019 at 12:00pm (SA time)	Tuesday, 14 May 2019 at 7:30pm (SA time)	Thursday, 16 May 2019 at 12:00pm (SA time)

(1) Last Day to Trade is applicable only to holders on the Johannesburg Stock Exchange. Holders can trade their shares up to 5:00pm (SA time) on this date and thereafter the register is closed for the purposes of determining which holders are entitled to vote in respect of the 2019 AGM.

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 resolutions at the 2019 AGM seeking authorisation to:

a)   enter into a contingent purchase contract with J.P. Morgan Equities South Africa Proprietary Limited.  The commercial purpose of this authority is to enable the Company to purchase up to a maximum of 190,225,109 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); and

b)   undertake an odd-lot offer, which will entail the Company making an offer to certain holders of fewer than 100 ordinary shares of the Company to repurchase their shares.

Full details in respect of such proposed resolutions are set out in the Notice of AGM.

Additional information

The following information is extracted from the 2018 Annual Report (page references are to pages in the 2018 Annual Report) and should be read in conjunction with the Quilter plc 2018 Final Results announcements issued on 12 March 2019.  Both documents can be found at 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 2018 Annual Report in full.

Principal risks and uncertainties

The principal risks and uncertainties that could impact the Group are summarised below. As a UK-based financial services firm, the implications and economic impact of several scenarios of the UK leaving the EU in relation to financial services will influence the degree to which these risks act upon Quilter, particularly with regards to strategy, market, legal and regulatory, and third party risks, including potential disruption to Quilter's business operations and supply chain. In addition, recent quarters have seen reduced levels of investor confidence and this could deteriorate further, potentially materially further, under various scenarios related to the UK leaving the EU. A Group-wide Brexit programme is in place to actively monitor these risks and a number of actions are already in place to mitigate any implications to our business and customers including for example, establishing a regulated asset management company in Ireland.

Strategic risks The risk that the strategy is unsound due to poor decision making, incorrect information or assumptions, or that the activities supporting the delivery of the strategy are inadequate or poorly designed.
Strategy If Quilter's strategy does not yield the anticipated benefits, for example, through inaccurate prediction of the type of products and the level of advice required by its target customer base or inability to price such products and services competitively, this may have a material adverse effect on the Group's business, financial condition, results of operations and prospects, and reputation.	Key management actions •     Strategic and business planning process •     Monitoring of key performance indicators •     Robust strategic initiative programme management •     Risk oversight and assurance activity •     Clear accountabilities
Reputation and brand Quilter is dependent on the strength of its reputation and its brands, which are vulnerable to adverse market perception or negative publicity, and the Company may face challenges with regard to its ongoing rebranding initiative.	Key management actions •     Employee engagement on responsible business, responsible investment and business code of conduct compliance •     Understanding potential impacts on reputation through our risk framework and policies •     Brand use policy and standards •     Crisis management plans and procedures
Competitive pressure Quilter's business is conducted in a competitive environment and, if Quilter is not successful in anticipating and responding to competitive change, adviser or customer preferences or demographic trends in a timely and cost effective manner, its business, financial condition, results of operations and prospects could be materially adversely affected.	Key management actions •     Differentiated service and product offerings •     Competitor activity monitoring •     Disruptive technologies and non-traditional competition monitoring
People and culture Quilter may fail to attract and retain talented advisers, investment managers, portfolio managers, senior management and other key employees. This would present a risk to the delivery of Quilter's overall strategy, in particular during this period of significant change across the Group. Additionally this could have a material adverse effect on Quilter's business, financial and operational performance, prospects, and reputation.	Key management actions •     Risk adjusted remuneration •     Performance appraisals and monitoring •     Culture and employee engagement surveys •     Employee wellbeing initiatives •     Compliance with the code of conduct and human resources policies and standards
Market risks The risk of an adverse change in the level or volatility of market prices of assets, liabilities or financial instruments resulting in loss of earnings or reduced solvency.
Market risks Quilter's results may be materially adversely affected by conditions in global capital markets, the global economy generally and the UK economy in particular that result in a decrease in the value of customer investment portfolios. The volatility and strength of debt and equity markets, the direction and pace of change of interest rates and inflation all affect the economic environment, investor confidence, our reputation and, ultimately, the volume and profitability of Quilter's business.	Key management actions •     Financial risk limits •     Stress and scenario analysis and stress testing •     Economic environment monitoring •     Financial risk policies and standards •     Maintain strong balance sheet
Business risks The risk that business initiatives supporting the delivery of the strategy are not implemented correctly or in full, or that the business performance fails to meet expectations across one or more key deliverables, resulting in an adverse impact to the achievement of the Group's business plan objectives.
Conduct risk Conduct risk is the risk that decisions and behaviours made by Quilter, its employees, its advisers and appointed representatives lead to customers being treated unfairly or otherwise result in detrimental customer outcomes and damage to our reputation. Conduct risk may arise where Quilter fails to design, implement or adhere to appropriate policies and procedures, offer products, services or other propositions that do not meet the needs of customers or fails to perform in accordance with its intended design, fails to communicate appropriately with customers, fails to deal with complaints effectively, sells or recommends unsuitable products or solutions to customers, fails to provide them with adequate information to make informed decisions or provide unsuitable investment for financial planning advice to customers, or fails to do any of the foregoing on an ongoing basis after initial sales, amongst other things. This risk may also arise as a result of employee (mis)conduct.	Key management actions •     Business code of conduct and mandatory training •     Defined and measured customer outcomes •     Customer outcomes governance •     Quilter policy suite compliance including responsible business conduct, financial crime and customer policies
Conflicts of interest Quilter faces significant potential and actual conflicts of interest, including those which result from Quilter's advised distribution channel. If the Group fails to manage conflicts of interest between its advice channel and other businesses across the Group, it could result in reputational damage, regulatory liability or customer restitution, which could have a material adverse impact on Quilter's business, financial condition, results of operations and prospects, and reputation.	Key management actions •     Conflicts of interest register and monitoring •     Conflicts identification and management training •     Conflicts of interest policy compliance
Investment performance An important factor in Quilter's ability to maintain and grow its customer base and its network of advisers is the investment performance of the customer assets that Quilter manages. Actual or perceived underperformance of customer assets that are managed by Quilter could have a material adverse effect on Quilter's business, financial condition, results of operations and prospects, and reputation.	Key management actions •     Investment strategy •     Investment risk policy and standards compliance •     Investment performance monitoring
Insurance risks The risk of a reduction in Own Funds from adverse experience or change in assumptions relating to claims, policyholder behaviours, mortality, morbidity, longevity or expenses, resulting in an adverse impact to earnings or reduced solvency.
Insurance risks Quilter has exposure to mortality risk (risk of higher than expected rate of death claims on life protection business) and morbidity risk (risk of higher than expected rate of claims on critical illness protection business) from its life assurance business, which issues policies that carry certain guaranteed benefits upon the death, or defined illness, of the policyholder. These risks could be aggravated by any potential failure in underwriting processes and controls designed to identify sub-standard lives at the new business stage.	Key management actions •     Underwriting standards and processes •     Claims investigations and pricing reviews •     Reinsurance •     Budgeting and expense management
Operational risks The risk of loss (or unintended gain/profit) arising from inadequate or failed internal processes, or from personnel and systems, or from external events (other than financial or business environment risks), resulting in an adverse impact to earnings or reduced solvency.
Adviser and customer proposition Failure by Quilter to offer products, services and platforms that meet adviser and customer needs and which are considered suitable, or failure to fairly and honestly communicate with advisers and customers, could result in advisers ceasing to recommend Quilter's products or services, or recommending fewer of Quilter's products or services, and declining persistency of Quilter's products. The asset classes or investment strategies underlying the portfolios managed by Quilter may become less attractive to customers or their advisers, which could reduce demand for Quilter's products and have a material adverse impact on Quilter's business, financial condition, results of operations and prospects, and reputation.	Key management actions •     Ongoing adviser training •     Customer communication programme •     Suitability reviews •     Product and customer-related policies and standards •     Product and proposition governance
Information technology Quilter uses computer systems to conduct its business, which involves managing and administering assets on behalf of customers in its wealth portfolios and on its platforms. Quilter's business is highly dependent on its ability to access these systems to perform necessary business functions and to provide adviser and customer support, administer products, make changes to existing policies, file and pay claims, manage customer's investment portfolios and produce financial statements and regulatory returns. Failure to manage this risk could have a material adverse impact on Quilter's business, financial condition, results of operations and prospects, and reputation.	Key management actions •     IT estate enhancement programmes •     Active systems monitoring •     Resilience plans •     IT policies and standards compliance
Data information and cyber threats Quilter's business, by its nature, requires it to store, retrieve, evaluate and utilise customer and Company data and information, which is highly sensitive. Quilter is subject to the risk of IT security breaches from parties with criminal or malicious intent (including cyber crime). Should Quilter's intrusion detection and anti-penetration software not anticipate, prevent or mitigate a network failure or disruption, or should an incident occur to a system for which there is no duplication, it may have a material adverse effect on Quilter's customers, business, financial condition, results of operations and prospects, and reputation.	Key management actions •     Cyber threat defences and monitoring Resilience and continuity plans •     Data governance arrangements •     Information security and data protection policy and standards compliance
Third party risk Quilter outsources and procures certain functions and services to third parties and may increase its use of outsourcing in the future. If Quilter does not effectively develop and implement its outsourcing strategies and its internal capability to manage such strategies, third party providers do not perform as anticipated, or Quilter experiences technological or other problems with a transition, it may not realise productivity improvements or cost efficiencies and may experience operational difficulties, increased costs and loss of business, and damage to its reputation.	Key management actions •     Third party criticality assessments, due diligence and monitoring •     Resilience plans and exit planning •     Third party risk management policy and standards including supplier management practices compliance
Legal and regulatory risks The risk of failing to comply with existing or new regulatory and legislative requirements including standards, principles and practices, or an increased level of regulatory intervention resulting in sanctions or a capital add-on being imposed or a temporary restriction on our ability to operate.
Legal and regulatory risk Quilter's regulated businesses are subject to extensive regulation both in the UK (by the Prudential Regulatory Authority ("PRA") and the Financial Conduct Authority ("FCA") and internationally, and Quilter faces risks associated with compliance with these regulations. Quilter's businesses are subject to the risk of adverse changes in laws, regulations and regulatory requirements in the markets in which they operate. Regulatory reform initiatives could also lead to increased compliance costs or other adverse consequences for firms within the financial services industry, including Quilter. Failure to manage these risks could have a material adverse impact on Quilter's business, financial condition, results of operations and prospects, and reputation.	Key management actions •     Compliance advice and assurance programme •     Legislative and regulatory horizon scanning •     Training and staff awareness programme •     Compliance policy and standards compliance
Financial crime Quilter is required to comply with all applicable financial crime laws and regulations (including anti-money laundering, anti-terrorism, sanctions, anti-fraud, anti-bribery and corruption and insider dealing) in the jurisdictions in which it operates. Where Quilter is unable to comply with applicable laws, regulations and expectations, regulators and relevant law enforcement agencies have the ability and authority to impose significant fines and other penalties, including requiring a complete review of business systems, day-to-day supervision by external consultants and ultimately the revocation of regulatory authorisations and licences. Failure to manage these risks could have a material adverse impact on Quilter's business, financial condition, results of operations and prospects, and reputation.	Key management actions •     Mandatory staff training •     Numerous controls including due diligence, politically exposed persons assessment, and sanctions screening •     Financial crime policies and standards

Statement of Directors' responsibilities in respect of the Annual Report and Accounts 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 they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law and have elected to prepare the parent Company financial statements on the same basis.

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 their profit or loss for that period. In preparing each of the Group and parent Company financial statements, the Directors are required to:

·      select suitable accounting policies and then apply them consistently;

·      make judgements and estimates that are reasonable, relevant and reliable;

·      state whether they have been prepared in accordance with IFRSs as adopted by the EU;

·      assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and

·      use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and corporate governance statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK 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 financial report

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 Group and 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 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 the Annual Report and Accounts, 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 Chief Executive Officer

Tim Tookey Chief Financial Officer

11 March 2019

42: Related party transactions

In the normal course of business, the Group enters into transactions with related parties. These 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 except for the repayment of intercompany indebtedness with Old Mutual plc which has been disclosed in note 32: Borrowings. Except for these intra-group loan repayments, the nature of the related party transactions of the Group has not changed over the course of the year.

42(a): Transactions with previous Parent company, Old Mutual plc

Prior to the Group's Managed Separation from Old Mutual plc in June 2018, the Group had various transactions with Old Mutual plc and other related entities within the Old Mutual group, all of which were in the normal course of business. All receivables and payables were settled at the point of separation, resulting in receivables and payables of £nil as at 31 December 2018 (2017: receivables were £28 million and payables were £790 million). In addition, the Group incurred £3 million of interest expense in relation to intercompany indebtedness at the time, paid to Old Mutual plc prior to separation in 2018 (2017: £60 million) and received £nil income (2017: £5 million in respect of other transactions with Old Mutual plc group).

42(b): 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.

The summary of compensation of key management personnel is as follows:

42(c): Key management personnel compensation

	At 31 December 2018 £'000	At 31 December 2017 £'000
Salaries and other short-term employee benefits	13,037	9,610
Post-employment benefits	100	80
Share-based payments	6,876	4,089
Termination benefits	346	-
Total compensation of key management personnel	20,359	13,779

42(d): 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 this on the financial statements is immaterial. During the year ended 31 December 2018, key management personnel and their close family members contributed £3 million (2017: £6 million) to Group pensions, investments and life insurance products. The total value of investments in Group pensions and investment products by key management personnel was £19 million (2017: £16 million).

42(e): Other related parties

Details of the Group's staff pension schemes are provided in note 35. Transactions made between the Group and the Group's staff pension schemes are made in the normal course of business.

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Enquiries:

Investor Relations: John-Paul Crutchley Keilah Codd	[phone] [phone]
Company Secretary: Patrick Gonsalves	[phone]
Camarco   Geoffrey Pelham-Lane	[phone]
Aprio (South Africa) Julian Gwillim	[phone]

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 £109.3 billion in customer investments (as at 31 December 2018).

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: Advice and Wealth Management and Wealth Platforms.

Advice and Wealth Management encompasses the financial planning network, Intrinsic; Quilter Private Client Advisers; the discretionary fund management business, Quilter Cheviot; and Quilter Investors, the Multi-asset investment solutions business. Wealth Platforms includes the Old Mutual Wealth UK Platform; Old Mutual International, including AAM Advisory in Singapore; and the Old Mutual Wealth Heritage life assurance business.

The Quilter plc businesses are being re-branded to Quilter over a period of approximately two years:

• The Multi-asset business is now Quilter Investors

• Intrinsic to Quilter Financial Planning

• The private client advisers business is now Quilter Private Client Advisers

• The UK Platform to Quilter Wealth Solutions

• The International business to Quilter International

• The Heritage life assurance business to Quilter Life Assurance

• Quilter Cheviot will retain its name.

 

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