Annual Financial Report and Notice of AGM

RNS Number : 7575H

Quilter PLC

26 March 2020

 

26 March 2020

Quilter plc

Annual Report and Accounts 2019 and Notice of Annual General Meeting 2020

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 2019 (the "2019 Annual Report");

2.  Notice of Annual General Meeting 2020 (the "Notice of AGM"); and

3.  Forms of Proxy for the Annual General Meeting 2020.

These documents will be posted to shareholders on Wednesday, 8 April 2020.  The 2019 Annual Report is also available to view online at quilter.com/annualreport and the Notice of AGM is available online at quilter.com/agm.

Our intention is that the Company's Annual General Meeting 2020 (the "2020 AGM") will be held on Thursday, 14 May 2020 at 11:00am (UK time) in the Presentation Suite, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ.  Given the uncertainty around the coronavirus ('COVID-19') situation, we intend to hold an AGM that meets our legal obligations but no more.  More details are provided in our Notice of AGM which is available on our AGM Hub at quilter.com/agm.

The table below shows the key dates for shareholders in respect of the 2020 AGM.

	Posting record date	Posting date	Last day to trade [1]	Proxy date  for registered holders	Record date to attend and vote	Date of 2020 AGM
Holdings on the London Stock Exchange	Friday, 27 March 2020	Wednesday, 8 April 2020	-	Tuesday, 12 May 2020 at 11:00am (UK time)	Tuesday, 12 May 2020 at 6:30pm (UK time)	Thursday, 14 May 2020 at 11:00am (UK time)
Holdings on the Johannesburg Stock Exchange	Friday, 27 March 2020	Wednesday, 8 April 2020	Thursday, 9 May 2020	Tuesday, 12 May 2020 at 12:00pm (SA time)	Tuesday, 12 May 2020 at 7:30pm (SA time)	Thursday, 14 May 2020 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 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 2020 AGM.

Impact of the COVID-19 situation

Given the impact of the COVID-19 situation and the recently announced closure of the postal services in South Africa, we strongly urge shareholders to read the 2019 Annual Report available on our website at quilter.com/annualreport and the Notice of AGM available on our AGM Hub at quilter.com/agm. 

We are working to release paper copies of the 2019 Annual Report and the Notice of AGM into the postal system as soon as possible.  Given the announced closure of the postal services in South Africa, the Company is currently investigating whether there are other reasonable steps it can take to send to those materials to shareholders on the Company's South African branch register who have asked to receive them.  In the meantime, in accordance with the Company's Articles of Association, the Notice of AGM will be advertised in a national newspaper in South Africa as well as being made available on our AGM Hub at quilter.com/agm. 

Also in accordance with the Company's Articles of Association, the Notice of AGM will be posted to shareholders on the Company's South African branch register if the postal services in South Africa re-open at least six clear days before the AGM. 

As noted above these documents are available on our website but should shareholders have any questions on how to access these documents, please contact the Company's Registrars using the details below.

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 2020 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 189,981,045 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 of AGM.

Additional information

The following information is extracted from the 2019 Annual Report (page references are to pages in the 2019 Annual Report) and should be read in conjunction with the Quilter plc 2019 Full Year Results announcements issued on 11 March 2020.  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 2019 Annual Report in full.

Principal risks and uncertainties

The Directors have carried out a robust   assessment of the emerging and principal risks facing the Group, and the presentation of these has been reviewed, taking account of the recent FRC guidance on the strategic report. Our principal risks and uncertainties are described below, with our emerging risks presented on the previous page. The articulation of the principal risks and uncertainties is consistent with the Group's Enterprise Risk Management ("ERM") framework categorisation and with the 'Top Risk' reporting that is provided quarterly to the Board Risk Committee and the 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. Regular monitoring and reporting of risks enables continuous review and challenge of risks and actions.

Strategic and business risks
Strategic risk Quilter's strategy is to be the leading UK wealth manager with an advice-led proposition. Should this strategy not yield the anticipated benefits, as a result of inaccurate understanding of target market and customer behaviours, or as a result of failure to manage its new brand effectively, there may be material adverse effect on the Group's business, its financial condition and its reputation.	Key mitigants • Strategic and business planning process • Business performance monitoring • Robust strategic initiative management • Brand management and brand monitoring arrangements
Investment performance risk Strong investment performance within Quilter Investors' fund management proposition and within Quilter Cheviot's discretionary fund management proposition are key to enable Quilter to meet customer expectations and to grow its customer base, and funds under management. During 2019, weaker short-term performance of Quilter Investors' core fund range has been noted with a range of management actions underway to support stronger performance. Longer term underperformance of core investment management propositions could have a material effect on Quilter's business, financial performance and reputation.	Key mitigants • Investment strategy • Investment performance management • Investment risk monitoring • Investment risk standards compliance arrangements
Conflict of interest risk Quilter's business model exposes it to potential and actual conflicts of interest, including those which result from Quilter's full-service distribution model. Any failure to effectively manage conflicts of interest between its businesses and between Quilter and third parties could result in regulatory sanction and resulting reputational damage and consequential impacts to the Group's business, financial condition and reputation.	Key mitigants • Conflicts of interest register and monitoring • Conflicts identification and management training • Conflicts of interest policy compliance arrangements
Advice and suitability risk Quilter's financial advice and portfolio management services are subject to fundamental regulatory conduct requirements to assure suitability of advisory recommendations and discretionary portfolio management. Failure to operate effective arrangements to support the delivery of suitable advice and portfolio management, including within recently acquired advice businesses, could expose Quilter to risks associated with customer detriment, regulatory censure and remediation programmes, and consequential impacts to the Group's business, financial condition and reputation.	Key mitigants • Advice and portfolio management standards • Suitability monitoring and oversight arrangements • Extensive training arrangements for investment advisers and portfolio managers • Integration of advice firm acquisitions
Financial risks
Market risk Quilter's principal revenue streams are asset-value related and as such the Group is exposed to the condition of global economic markets, and the UK markets in particular. Continued political uncertainty in the UK as a result of the UK's decision to leave the European Union continues to result in market volatility. Volatility in debt, equity and currency markets may adversely impact customer investment portfolios which in turn impacts Quilter's ability to generate fee-based revenue. Challenging market conditions also impact investor and adviser confidence and have the potential to challenge Quilter's ability to attract new NCCF from investors.	Key mitigants • Stress and scenario analysis • Strength of balance sheet • Financial risk policies, standards and limits
Operational risks
Third-party risk Quilter procures certain services from third parties, and this will increase as the Platform Transformation Programme concludes and results in significant business process and technology outsourcing to FNZ. If Quilter does not effectively oversee its third-party providers, they do not perform as anticipated, or Quilter experiences technological or other problems with a third party, it may not realise productivity improvements or cost efficiencies and may experience operational difficulties, increased costs and loss of business, customer detriment and damage to its reputation.	Key mitigants • In 2019 a Chief Procurement Officer was appointed to develop Quilter's approach to third-party management • The Group's Third Party Risk Management Framework is in place and is subject to ongoing enhancement • Third Party Risk Management Policy and standards compliance arrangements
Information and technology risk Quilter's business is highly dependent on its technology infrastructure and applications to perform necessary business functions, including to support the provision of services to customers. Some of the infrastructure and applications are legacy in nature and require replacement over the coming years, while multiple acquisitions have extended and complicated the technology estate. Failure to manage technology risk could have a material adverse impact on Quilter's business, its resilience capabilities, financial condition, operations and its reputation.	Key mitigants • A Group Technology Strategy is in place to deliver technology enhancements over a 2-3 year time horizon • Active systems monitoring and resilience plans • IT policy suite and standards compliance arrangements
Information security risk Quilter's business, by its nature, requires it to store, retrieve, evaluate and utilise customer and company data and information, some of which is highly sensitive. Quilter is subject to the risk of IT security breaches from parties with criminal or malicious intent. Should Quilter's intrusion detection and anti-penetration software not anticipate, prevent or mitigate a network failure or disruption, it may have a material adverse effect on Quilter's customers, business, financial condition, operations, and reputation.	Key mitigants • Cyber threat defences and monitoring • Data governance arrangements, including those relating to General Data Protection Regulation (GDPR) compliance • Information security policy and standards compliance arrangements
People Risk Quilter relies on its talent to deliver its service to customers and to implement the broad range of strategic change initiatives that are currently ongoing. Failure to retain key staff or to attract suitable talent may impact the delivery of Quilter's strategy and may have an adverse impact on Quilter's business, its financial and operational performance and its delivery of service to customers.	Key mitigants • Performance evaluation arrangements and related performance and risk adjusted remuneration arrangements • Regular employee engagement surveys • Quilter's staff wellbeing initiative, 'Thrive'
Legal and regulatory risks
Regulatory risk Quilter is subject to regulation in the UK by the Prudential Regulation Authority and the Financial Conduct Authority; and by a range of regulators internationally. Additionally, the firm is subject to the privacy regulations enforced by Information Commissioner's Office and international equivalents. Quilter faces risks associated with compliance with these regulations and to changes in regulations or regulatory focus or interpretation in the markets in which Quilter operates. Failure to manage regulatory compliance effectively could result in regulatory censure, including the possibility of fines or prohibitions which could impact business performance and reputation.	Key mitigants • Compliance advice and monitoring programme • Regulatory horizon scanning • Training and staff awareness programmes • Compliance policy and standards compliance
Financial crime risk Quilter is subject to a range of financial crime laws and regulations in each jurisdiction in which it operates. This includes those relating to money laundering, terrorist financing, sanctions, bribery and corruption and insider dealing. Relevant regulatory and law enforcement agencies have the ability to impose significant censures for failures including the possibility of fines or prohibitions which could impact reputation and business performance.	Key mitigants • Mandatory staff training • Range of specific controls including due diligence and sanctions screening • Financial crime policy and standards compliance arrangements
Legal risk Quilter is exposed to legal disputes relating to its provision of services to customers and its contracts with its staff members and third parties; as well as risks relating to adverse changes to laws in the jurisdictions in which it operates. Failure to adequately manage legal risk could result in unmitigated legal costs or penalties, impacting the Group's business, financial condition and reputation.	Key mitigants • Internal legal risk management arrangements • Access to external counsel advice • Liability insurance arrangements

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 consolidated 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 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

Mark Satchel Chief Financial Officer

11 March 2020

38: 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 except for the repayment of intercompany indebtedness with Old Mutual plc in 2018. The nature of the related party transactions of the Group has not changed over the course of the year.

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

In 2018 the Group incurred £3 million of interest expense in relation to intercompany indebtedness with Old Mutual plc prior to separation in June 2018.

38(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:

38(c): Key management personnel compensation

	Year ended 31 December 2019 £'000	Year ended 31 December 2018 £'000
Salaries and other short-term employee benefits	10,230	13,037
Post-employment benefits	131	100
Share-based payments	7,005	6,876
Termination benefits	2	346
Total compensation of key management personnel	17,368	20,359

38(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 2019, key management personnel and their close family members contributed £2 million (2018: £3 million) to Group pensions, investments (in both internal and external funds) and life insurance products. The total value of investments in Group pensions and investment products by key management personnel serving at any point during the year was £16 million (2018: £19 million) at the end of the year.

38(e): Associates

In the current and prior year, IT services were provided by 360 Dot Net Limited, an associate company. The impact on the financial statements of the Group is immaterial.

38(f): Other related parties

Details of the Group's staff pension schemes are provided in note 32. Transactions made between the Group and the Group's staff pension schemes are made in the normal course of business.

The Group used the consulting services of Manchester Square Partners LLP, a company which is jointly controlled by one of the Group's non-executive directors. The transactions amounted to £359,000 in 2019 (2018: £108,000). Amounts were billed based on market rates for such services and were due and payable under normal payment terms. The outstanding balance with Manchester Square Partners LLP was £18,000 at 31 December 2019 (2018: £18,000).  

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Enquiries:

Investor Relations: John-Paul Crutchley Keilah Codd	[phone] [phone]
Company Secretary: Patrick Gonsalves	[phone]
Media: Quilter Tim Skelton-Smith	[phone]
Camarco   G eoffrey Pelham-Lane	[phone]
Aprio (South Africa) Julian Gwillim	[phone]

Registrars:

Shareholders on the UK Register
Equiniti	https://help.shareview.co.uk Tel: [phone]* (calling from the UK) Tel: [phone] (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
Link Market Services South Africa (PTY) Limited	Email: [e-mail] Tel: [phone] 154 6566 (calling from South Africa) Tel: [phone] (calling from overseas)

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 £110.4 billion in customer investments (as at 31 December 2019).

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 businesses, Quilter Financial Planning, Quilter Private Client Advisers and Quilter Financial 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 and Quilter International.

Since its IPO in June 2018, the Group's businesses have progressively re-branded to Quilter. The UK Platform will be the final business to rebrand; this will follow the safe delivery of the new platform technology. Descriptor for re-branded business units:
Previous	New
Intrinsic	Quilter Financial Planning
Old Mutual Wealth Private Client Advisers	Quilter Private Client Advisers
Quilter Investors	Quilter Investors
Quilter Cheviot	Quilter Cheviot
UK Platform	Quilter Wealth Solutions
International	Quilter International

 

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