Quilter plc
Annual Report 2023

Welcome to our
Annual Report 2023
In this Report
At Quilter, we are committed
to bethe UK’s best wealth
manager for our clients and
their advisers.
Strategic Report
2023 highlights 1
Chair’s statement 2
Operating within a robust
governance framework 4
Chief Executive Officer’s review 5
Our markets 10
Our strategy 12
Our business model 13
Key performance indicators 14
Section 172 (1) statement 16
Stakeholder engagement 17
Responsible investment 25
Corporate sustainability 26
Task Force on Climate-related
Financial Disclosures Statement 28
Non-financial and sustainability
information statement 30
Financial review 31
Risk review 37
Viability statement and goingconcern 42
Governance Report
Chair’s governance overview 44
Board of Directors 46
Governance at a glance 49
Principal Decisions of the Board in2023 50
Governance in action 54
Report from the Workforce
EngagementDirector 54
Board Corporate Governance and
Nominations Committee Report 55
Board Audit Committee Report 60
Board Risk Committee Report 65
Remuneration Report 68
Board Remuneration
Committee Report 68
Directors’ Remuneration
Policy (summary) 73
Annual Report on Remuneration 77
Directors’ report 89
Financial statements
Statement of Directors’ responsibilities 95
Independent auditor’s report 96
Primary financial statements 104
Notes to the consolidated
financialstatements 107
Appendix 159
Parent Company financial statements 162
Other information
Shareholder information 170
Alternative Performance Measures 174
Glossary 176
Quilter plc share register
Quilter plc listed on the London and Johannesburg
Stock Exchanges on 25 June 2018. Quilter has a
premium listing on the London Stock Exchange
anda secondary listing on the Johannesburg
StockExchange.

Recommended total dividend per share
5.2p +16%
2023
2022
5. 2p
4.5p
2023 Highlights
– Strategic priorities evolved to drive
fastergrowth more efficiently. Focus
onbuilding distribution, enhancing
ourproposition and driving efficiency.
– Consumer Duty enhancements made
across the business.
– Broad stabilisation in the number
ofRestricted Financial Planners.
– Growth in Client Facing Individuals.
– Became the largest Retail Advised
Platform in the UK.
– Delivered 27% operating margin,
aheadof 25% by 2025 target.
– Advice transformation programme
initiated.
– Enhancements to our proposition
delivered in anticipation of
Consumer Duty.
– Launched Quilter Partners.
– Jersey and Dublin High Net Worth
offices built-out.
– Launched High Net Worth
professional connections
proposition.
– Launched CashHub and introduced
tiered adviser charging on the
Quilter Platform.
– WealthSelect surpassed £13bn
inassets.
– £45 million Business Simplification
Phase One annualised run-rate
savings achieved, with £8m Phase
Two savings delivered early.
Strategic highlights Operational highlights
Assets under management and
administration (“AuMA”)*
£106.7bn +7%
Adjusted diluted earnings per share*
9.4p +19%
Net flows*
£0.1bn
Adjusted profit before tax*
£167m +25%
Operating Margin*
27% +5ppts
IFRS profit after tax
£42m (76%)
During 2023, the Group executed on its key areas of strategic focus, delivering profits
ahead of market expectations and achieving its operating margin targets early.
Financial performance highlights
2023
2022
2021
£106.7bn
£99.6bn
2023
2022
2021
£0.1bn
£1.8bn
2023
2022
2021
£167 m
£134m
2023
2022
£42m
£175m
2023
2022
9.4p
7.9 p
2023
2022
2021
27%
22%
Alternative Performance Measures (“APMs”)
We assess our financial performance using a variety of
measures including APMs, as explained further on page 174.
These measures are indicated with an asterisk (*).
Governance Report Other information
1
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Chair’s statement
Dear shareholder
I am pleased to introduce the 2023 Quilter plc
Annual Report.
2023 was a year of continued geopolitical
uncertainty and domestic cost of living pressures
from higher interest rates and inflation, with these
factors driving a squeeze on discretionary saving.
Despite these headwinds, we delivered a strong
result for shareholders in 2023. Adjusted profit of
£167 million is the highest level we have reported
since we completed the disposals of Quilter
International and Quilter Life Assurance. We also
delivered an operating margin of 27%, which is
ahead of our 25% by 2025 target.
Steven Levin, our Chief Executive Officer,
discusses our business performance, strategic
delivery and business transformation in detail on
pages 5 to 7.
Shareholder returns
Weak market flows in 2023 led to investor
reappraisals ofthe growth outlook for the wealth
industry in general which, in turn, led to significant
share price declines across the sector. In this
context, Quilter delivered share price appreciation
of just under 10% in 2023 and a total shareholder
return of 17.2% (assuming dividend reinvestment).
The Board is pleased to recommend a Final
Dividend of 3.7 pence per share for the 2023
financial year which, together with the Interim
Dividend of 1.5pence per share paid in
September, takes the recommended full-year
dividend to 5.2 pence per share, anincrease
of16% over the 2022 level.
The Final Dividend will be paid on
Tuesday 28 May 2024, subject to shareholder
approval at our 2024 Annual General Meeting
(“AGM”) on Thursday 23May 2024, to
shareholders who are on the share register
onFriday 19 April 2024.
The pay-out ratio for 2023 of 61% was just above
the mid-point of our target pay-out range of
50%–70% of post-tax, post-interest adjusted profit.
Share register reduction
We undertook an Odd-lot Offer in 2023,
withtheintention of both reducing the cost
ofmanaging our shareholder base and allowing
small shareholders to sell their holdings in a
cost-effective manner. We made an offer to
shareholders who held fewer than 200 shares
torepurchase their shares at a modest premium
to the then market price.
The offer completed in November 2023, with the
Company acquiring just under 16 million shares
ata price of 88.1 pence (ZAR 20.09) per share,
representing a 5% premium to the Volume
Weighted Average Price over the offer period.
Thisreduced the number ofshareholders on
ourregister by around 126,000, representing a
reduction of around 60% in the number of Quilter
shareholders. These shares have been transferred
into the Quilter Employee Benefit Trust (“EBT”) and
will be used to meet obligations under future staff
share awards related to compensation plans.
Board matters
After the Board changes in 2022, 2023 was a
yearof stability for the Board. However, since
theyearend, we have announced the following
Boardchanges.
We are looking forward to welcoming Chris Hill
tothe Board on Thursday 7 March 2024 and he
will stand for re-election byQuilter’s shareholders
forthe first time at the 2024 AGM. Chris is a
Non-executive Director and will serve on the
Board Audit Committee and Board Remuneration
Committee. Chris’ extensive experience across
arange of sectors together with his considerable
financial expertise and deepknowledge of the
wealth management industry will enable him
tomake a significant contribution to the Board
and the aforementioned Board Committees.
Ruth Markland
Chair
Recommended total dividend per share.
5.2p +16%
2
Quilter plc Annual Report 2023

Tazim Essani and Paul Matthews have both
notified the Board that they will not seek re-
election at the AGM andwill both step down
asindependent Non-executive Directors of the
Company at the conclusion of the AGM. Tazim and
Paul have made significant contributions to the
Board, bringing aparticular focus on customers,
advisers and colleagues. The Board is grateful to
them both fortheir contribution to Quilter and
wishes them well for their future endeavours.
Tim Breedon, Senior Independent Director and
Chair of the Board Remuneration Committee,
willassume the role of Workforce Engagement
Director with effect from Thursday 23 May 2024.
We continue to monitor the skills and experience
we need around the board table, including the
balance between those Non-executive Directors
who have longer tenure and those bringing fresh
perspectives.
Diversity and inclusion
At the year end, Quilter met all three Board
diversity targets as specified in the Listing Rules
and as set out in our Board Diversity Policy which
is published on our website at plc.quilter.com.
40%of the Board were women; as Chair, I serve
ina senior Board position (being one of the Chair,
Chief Executive Officer, Chief Financial Officer
orSenior Independent Director) and Neeta Atkar
andTazim Essani are both from a minority
ethnicbackground. The changes to our Board
announced in January do impact our overall
Boardand Board Committee diversity. The Board
remains committed to the Board Diversity Policy
and will pay particular attention to it as the Board
is further refreshed.
The targets for management diversity we set for
ourselves were refreshed in 2023, and we report
against our diversity targets on page 18.
Governance and culture
We recognise the importance of a healthy culture
within a business to support the successful
delivery of our strategic ambition. The Board takes
an active role in shaping Quilter’s culture and is
pleased by the concerted effort by our executive
team to embed good practice on responsible and
sustainability metrics across the organisation.
Managing a business responsibly is key to an
organisation’s long-term success, and for Quilter
that includes being a responsible investor. We
recognise the role of investors, along with other
parts of the economy, in supporting the transition
to a low carbon economy which is vital for the
long-term prosperity of us all. Quilter continued
itsapproach to embedding environmental, social
and governance (“ESG”) considerations across the
whole value chain of our business.
Quilter maintained a high level of engagement
with existing and potential shareholders this year.
I continued personally to engage extensively with
our largest shareholders. In early 2024, I met with
a number of our shareholders in both the UK and
South Africa, covering topics including corporate
governance, executive remuneration and Board
composition, which has helped to shape the
dialogue in the Boardroom.
Conclusion
2023 was a year of strong profit growth by Quilter
in a challenging market for new business flows
across the industry. Under Steven’s leadership,
strong progress has also been made on the key
strategic areas he has identified: distribution,
proposition and efficiency. I am confident that we
are well positioned as market conditions improve.
On behalf of the Board, I would like to thank our
management team and all colleagues for their
effort, focus and commitment to achieving our
goals. I would also like to thank our shareholders
for their continued support.
Ruth Markland
Chair
Governance Report Other informationFinancial statements
3
Quilter plc Annual Report 2023
Strategic Report

Operating within a robust governance framework
The Board
Executive Directors
Key management committees
The Board is the decision-making
body for all matters of such
importance as to be of significance
to Quilter as a whole because of
their strategic, financial or
reputational implications or
consequences.
A summary of the matters that are reserved
for the Board’s decision can be found at
plc.quilter.com and includes:
– Board appointments;
– Quilter’s strategy;
– financial statements;
– capital expenditure;
– any major acquisitions, mergers or disposals;
and
– the appointment and removal of the Company
Secretary.
In September, we changed our Board corporate
governance model to give the Group Board a
more direct line of sight to the Affluent segment.
We are confident that the changes to the
governance model introduced during the year
willdeliver greater speed, efficiency and
accountability across the Group.
At the end of 2023, the Board approved a new
management governance structure to support
theChief Executive Officer to run the business.
Chair
The Chair is accountable to shareholders for
leading the Board and ensuring the Board receives
timely accurate information to take good decisions
for the benefit of all stakeholders. The Chair was
independent on appointment.
Board Corporate
Governance and
Nominations Committee
Board Audit
Committee
Board Risk
Committee
Board Remuneration
Committee
Senior Independent Director
The Senior Independent Director supports
the Chair on all governance issues and provides
a communication channel between the Chair
and Non-executive Directors.
The Quilter Board has delegated the day-to-day running of the Group to
the Chief Executive Officer. The Chief Executive Officer and Chief Financial
Officer (Executive Directors) make and implement operational decisions to
runthe Quilter business. To support the Chief Executive Officer in discharging
his responsibilities, he is supported by the Quilter Group Executive Committee.
The Group Executive Committee members report to the ChiefExecutive Officer
for their respective areas ofresponsibility and delivery of the Operating
andBusiness Plans. Where appropriate, members of the Group Executive
Committee chose to discharge their responsibilities via
managementcommittees.
Responsible for overseeing specific areas of responsibility such as the Group’s risk management, operations, customers and colleagues.
Independent Non-executive Directors
The Non-executive Directors support and
constructively challenge the executive team
withinaspirit of partnership and mutual respect.
All the Non-executive Directors are considered
to be independent.
Quilter Group Executive Risk
Management Committee
Overseeing risk strategy, risk
exposure, risk appetite and
tolerance and the overall risk
framework and risk system within
the Group. Ensuring overall
compliance of the Quilter Group,
whilst promoting a strong risk and
customer outcomes focused
culture across the business.
Quilter Group Chief Operating
Officer Committee
Overseeing delivery of the
Group’s Technology, Operational
Resilience, Procurement, Third
Party Management, Workplace
strategies and strategic change
delivery capability.
Quilter Group Customer
Committee
Providing leadership of Quilter’s
Customer and Client strategies.
Focused on the delivery of good
customer outcomes and the
avoidance of foreseeable harm.
Inclusion, Diversity
and Wellbeing Steering
Committee
Driving the Group’s diversity,
inclusion and wellbeing strategy
and action plan.
As at 31 December 2023
4
Quilter plc Annual Report 2023

Chief Executive Officer’s review
Business performance
A year ago, I set out my plans to deliver better
returns and drive faster growth through building
our distribution, enhancing our propositions, and
improving our operational efficiency. We have made
good progress against each of these targets but
there is more to be done to deliver on Quilter’s full
potential, which I discuss further below. In summary,
2023 was a good year for Quilter. We delivered:
– record profitability under our current corporate
perimeter (following disposals of Quilter
International and Quilter Life Assurance);
– increased new business flows across the Quilter
channel and improved our market share of new
gross Platform flows in both the Quilter and IFA
channels, despite a lower new business market
overall for the industry; and
– improved efficiency, while investing to deliver
faster growth and higher returns in the
longer-term.
Although higher than expected interest rates in
2023 led to a squeeze in consumer incomes and
reduced clients’ propensity to invest, we benefitted
from higher investment returns on shareholder
funds. This, together with robust cost management,
delivered a strong increase in adjusted profit of
25% to £167 million (2022: £134 million).
I am pleased to report another year of lower costs,
despite inflationary headwinds. In 2022 we
reduced costs by £8 million from the 2021 base
level of £480 million, and this year we reduced
costs by a further £14 million, taking the cost base
to £458 million. That represents a decline of 3%
in2023 and contributed to an improvement in
operating margin to 27% (2022: 22%), a level that
exceeds our 2025 target. We are now focused
onour medium-term goal of 30%.
Across our two segments:
– High Net Worth delivered steady income with
higher costs reflecting business investment
through new adviser and investment manager
hires. This led to a decline in adjusted profit
before tax to £41 million (2022: £45 million).
– Modestly higher revenues in our Affluent
segment of £393 million (2022: £387 million)
reflected the contribution from interest income
on the shareholder capital which supports the
business, partially offset by mix changes and the
planned margin reduction on managed assets
following the Cirilium reprice at the end of the
first quarter of 2023. Strong cost management
combined with a lower FSCS levy led to a 18%
increase in adjusted profit to £124 million for
theyear (2022: £105 million).
Group adjusted profit before tax of £167 million
represents the Group’s IFRS profit, adjusted for
specific items that management consider to be
outside of normal operations or one-off in nature.
The Group’s IFRS profit after tax was £42 million
compared to £175 million in 2022. Principal
differences between adjusted profit and IFRS
profit are due to non-cash amortisation of
intangible assets, business transformation
expenses (which are pre-funded and expensed
asincurred), finance costs and the impact of
policyholder tax positions on the Group’s results.
This latter item was negative in 2023 due to the
gain in markets and was significantly positive in
2022 reflecting the market decline during that
year. Business transformation expenses will
remain elevated in 2024 and 2025, reflecting
spend on anticipated change programmes, but
are expected to reduce substantially thereafter.
Total Group adjusted diluted earnings per share
were 9.4 pence, an increase of 19% (2022: 7.9
pence). On an IFRS basis, we delivered basic EPS of
3.1 pence per share versus 12.2 pence per share
for 2022.
Flows and investment performance
Turning to flows, at an aggregate level, net flows
inour core business were 1% of opening balances,
with the reported Group position (after non-core
outflows) broadly flat. Although the Group
position reflected muted activity levels across
theindustry, we saw varied trends across the
business. Notably, both our Quilter channel and
the level of new business onto our Platform were
good relative to market peers:
– Across the Quilter channel, we achieved a 16%
increase in gross flows to £513 million (2022:
£443 million) in our High Net Worth segment, and
a 12% increase to £3.6 billion (2022: £3.2 billion)
in our Affluent segment.
– New IFA flows in Affluent were around 7% higher,
despite lower levels of new business across the
market, and declined by a similar amount in our
High Net Worth business. We saw net outflows
inboth segments reflecting higher levels of
redemptions and acquisitions of IFA firms and
asmall number of larger corporate/charity
accounts heavily influencing this outcome in
ourHigh Net Worth segment.
– Within Affluent, we were particularly pleased
thatwe maintained our position as the leading
advised platform for new business flows during
the year and we attained the position of the
largest UK Advised Platform by assets during the
second quarter of 2023 (according to Fundscape).
In terms of investment performance, High Net
Worth has been strong, outperforming the ARC
PCI Steady Growth and Equity Risk peer groups
over 1, 3 and 5 years. Within Affluent, we
continued to deliver good performance from our
WealthSelect managed portfolio range. Cirilium
Passive and Blend also performed well. Pleasingly,
since the change in manager for Cirilium Active
towards the end of 2022, the performance has
improved. We are confident that the fund is
nowmuch better positioned.
Steven Levin
Chief Executive Officer
Strategic Report
Governance Report Other information
5
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Chief Executive Officer’s review continued
Business improvement
Distribution
In High Net Worth, we continue to build our advice
capability across the UK and internationally in our
Dublin and Jersey offices. We also launched a
brand refresh in November to reinvigorate market
awareness of our Quilter Cheviot proposition and
to bring the Financial Planning business under the
Quilter Cheviot name. We plan to grow our client
facing professional headcount (investment
managers and financial planners) to around 300
over time through developing existing staff and
external recruitment. Where appropriate, we will
look to take advantage of recent market dislocation
by making modest bolt-on acquisitions to bolster
our advice business or add teams of investment
managers to accelerate our growth plans.
Within Affluent, our Quilter channel is building
distribution on three fronts. We are targeting
increased:
– adviser numbers, where the position has broadly
stabilised versus the reductions seen in recent
years. Total adviser headcount declined
marginally over the year reflecting a combination
of natural attrition and retirements. The loss
ofadvisers directly as a result of market
consolidation was significantly lower than in
theprior year;
– adviser productivity, where in 2023 we achieved
a 22% increase in annual gross flow per adviser
to £2.8 million (2022: £2.3 million); and
– adviser assets managed within our propositions
through back-book transfers, which totalled
c.£750 million during the year.
We continue to improve our share of gross market
flows in the IFA channel. Total new business flow
from IFAs onto our Platform was up 7% year-on-
year despite lower market volumes overall. That
led to an improvement in our share of new IFA
business to 8.0% from 7.4% in 2022. Notably,
inthe latter part of the year our share of new
business was ahead of our share of total assets
under administration for the first time in a
number of years.
Proposition
Our Platform and investment solutions are both
market-leading propositions. My focus is on
ensuring both remain competitively positioned
and continue to offer value to customers.
– The reprice of our Cirilium proposition coupled
with improved performance in the Active range
repositioned the product and we continue to
seestrong appetite for our Blend and Passive
offerings.
– We meaningfully reduced our Platform
administration fee to clients, with this partially
offset through a clearly communicated sharing
arrangement on the interest earned on
Platform-held cash. We use our purchasing
power to obtain better interest rates than
individual clients can get themselves and pass
the majority of this benefit onto clients. The
overall cost to us over an interest rate cycle is
expected to be in line with the basis point of
Platform margin attrition that we guided to in
March 2023 and while interest rates remain
elevated, the net outcome will be better returns
for clients and a broadly neutral impact on
Platform margins for Quilter.
The nature of our business model meant we were
well-positioned for the introduction of Consumer
Duty in July 2023. Our unique breadth of
distribution means that all our products and
services are available across the market, to both
our financial advisers and independent financial
advisers. That means whether through investment
performance or in terms of price/value/service
trade-offs, our products and solutions need to be
competitive with third-party alternatives. As such,
the need to both demonstrate and deliver value
iscentral to our approach. Our unbundled pricing
approach is aligned with Consumer Duty principles
and puts client choice at the heart of our business.
Notwithstanding this, Consumer Duty, rightly,
creates an expectation on firms to continuously
improve how they deliver customer value. This is
something which we are focused on and, as well as
the above, some of the initiatives we implemented
in 2023 included:
– Tiered Adviser Charging: A Platform upgrade to
implement automated tiered adviser charging
meets a need that advisers have wanted from
industry players for some time. This makes it
easy for advisers to put sliding scale advice fees
in place, linked to the value of their customers’
assets. Most importantly, it supports advisers
asthey adapt their own businesses to be fully
aligned with Consumer Duty principles.
– CashHub: Higher global interest rates means
thatcash is now seen as an attractive investment
alternative for retail clients. To support cash as
anasset class we introduced CashHub on our
Platform in late 2023 for our advisers and rolled
itout to IFAs in early 2024. This allows clients to
manage their cash holdings alongside their other
Platform assets, with instant access, notice
deposits and fixed deposits held at selected
banks. This provides market-leading rates
together with the ability tomaximise depositor
protection by parcelling deposits up into
individual accounts across a number of
institutions, depending on client preference.
Also, in early 2024, we implemented a Platform
software upgrade that ensured that clients
wouldnot pay an administration fee on cash
balances but also allowed those cash balances
tocount towards the aggregate assets held by
aclient group for tiered charging under our
familylinking arrangements. This potentially
allowscash held to reduce the overall charge
thatall members of the family pay for their
Platform administration services.
Strategic Transformation
We have strategic programmes underway in each
of our principal franchises: the High Net Worth
segment, and, in Affluent, our IFA and Quilter
channels. This activity is underpinned at a Group
level with the next stage of our Simplification
programme. Taking each in turn:
1. High Net Worth evolution
Over the last few years, we have built a Quilter-
branded advice business in our High Net Worth
segment which has contributed significant
incremental flows to our business. For historical
reasons our advice and investment management
businesses have been managed through different
legal entities which complicates integrated client
servicing. In 2024, we plan to bring both teams
together in a single legal and regulated structure
under the new Quilter Cheviot brand, having
applied to extend Quilter Cheviot’s regulatory
permissions to include financial planning.
Alongside the rebrand, this will unify our market
proposition for clients with often more complex
financial needs and allow us to manage client
relationships in a far more seamless way. We will
implement this change as soon as necessary
regulatory approvals are in place.
2. Affluent: IFA Channel
One of the defining characteristics of Quilter is
the breadth of the advice proposition and
distribution we support. Our dual channel
distribution allows our Platform and solutions to
administer and manage flows generated by both
our own advisers and independent firms. This
ensures we are strategically well positioned for
however the advice market evolves over time.
Both our Platform and investment solutions
businesses have capacity to deliver strong
operating leverage and have operating metrics
which are as good as any in the industry.
6
Quilter plc Annual Report 2023

Our Platform administers c.£60 billion of assets
on behalf of IFA firms which are invested in both
our and third-party funds. We aim to grow these
assets by increasing the active numbers of firms
using our Platform and the share of assets we
administer for those firms.
We also offer our leading WealthSelect managed
portfolio solution to firms on our Platform, with
aview to increasing the percentage of their
assets we both manage and administer. From
early 2024, we have made WealthSelect available
on three third-party platforms which will also
provide another source of new business flows
into our solutions.
3. Affluent: Quilter Channel Transformation
Our advice business advises on c.£15 billion of
assets on our Platform and in our solutions, and
around £10 billion on third party platforms. This
integrated business has the potential to deliver
higher returns, and our plans to transform this
channel are already delivering improved results.
Our focus is on increasing assets on our Platform,
improving adviser productivity, reducing support
costs, and delivering a better customer
experience. This work is on track, and we are
currently in the process of selecting preferred
suppliers to work with us on this programme.
We have been piloting Quilter Partners – a
co-branded proposition with adviser firms
whereflows are fully aligned with our investment
solutions and Platform. This allows us to
participate in the growth of these firms while
retaining the entrepreneurial drive and focus
ofself-owned businesses. We have been working
with seven potential Quilter Partner firms and
willundertake further transactions where there
ismutual economic alignment for firms to partner
with us under this structure.
Adding new advisers to our business is a key
contributor to future growth and training new
advisers will be an increasing contributor to that
growth. We aim to transition our Financial Adviser
School into a profession-leading financial advice
Academy, and in 2024 we expect a marked step up
in investment here. Our target is for the new
academy, coupled with new external hires, to
deliver net growth in restricted financial planners
(“RFPs”) in 2024 with momentum increasing from
2025 onwards.
4. Simplification Phase Two
Following the sale of Quilter Life Assurance
andQuilter International, the initial stage of
Simplification focused on reducing complexity
inour business and decommissioning legacy IT
infrastructure. Targeted cost saves of £45 million
from this programme were achieved by the end
of2023, on a run-rate basis, a year earlier than
originally planned.
Simplification Phase Two targets a further £50
million of annualised cost savings to be achieved
by the end 2025 on a run-rate basis, with a cost
toachieve of approximately £65 million, inclusive
of spend on our Advice transformation plans and
High Net Worth initiatives. These savings arise
from the simplification of our governance and
internal administration processes, property
rationalisation, coupled with IT and Operations
efficiencies from our investment in Advice
technology. These additional cost savings will
support delivery towards our 30% operating
margin ambitions and £8 million of this target
wasdelivered by end 2023 on a run-rate basis.
Ongoing advice
Delivering advice is core to how we operate,
andwe have policies in place that underline the
needfor advisers to meet their ongoing servicing
obligations. Our complaints related to ongoing
servicing have remained at a low and consistent
level over the last four years.
Where our regular adviser oversight has
determined that a customer may not have
received the servicing they have paid for, or where
we have received complaints from customers
regarding ongoing servicing, this has been
investigated, and, where appropriate, remediation
has been undertaken and recognised as a normal
business as usual expense.
Subsequent to the year-end, on 15 February 2024,
the FCA wrote to around 20 advice firms, including
Quilter, requesting information regarding ongoing
servicing. Consistent with our focus on delivering
good customer outcomes, we are commencing a
review of historical data and practices across our
network to determine what, if any, further action
may be required. This may lead to remedial costs
but it is too early to quantify.
Outlook
Market expectations are for a period of UK
interest rate stability before rates begin to
declinearound the middle of 2024. While that
willeventually lead to lower investment income,
we welcome this transition as we expect lower
interest rates will support market performance
and increase consumer focus on longer-term
savings products. With wage increases in the
UKnow outpacing retail price inflation, the
environment for longer-term saving is more
constructive than has been the situation for some
time. Our expectation is that flows will continue
toimprove over 2024 as consumer and market
sentiment returns to more normal levels.
We are focused on driving towards a 30%
operating margin. We intend to increase growth
investment spend in 2024 and also expect the
FSCS levy to increase from current levels. While
this will lead to a mid to high single digit increase
in operating expenses, our current expectation
isfor a modest year-on-year increase in
AdjustedProfit, excluding any potential costs
associated with the aforementioned review
ofhistorical advice.
The structural need to save for retirement
combined with our growth plans and focus
onoperational efficiency, supported by a strong
balance sheet, means we are well positioned
asmarket conditions improve.
Steven Levin
Chief Executive Officer
Strategic Report
Governance Report Other informationFinancial statements
7
Quilter plc Annual Report 2023
Strategic Report

Future ready
Q&A with Chief Executive Officer, Steven Levin
Q. What are your reflections one year
intothe role as Quilter’s Chief Executive
Officer?
A.
Coming into the role a year ago, I was fortunate
to inherit a business with good foundations;
Quilter is both a strategically well positioned
business and has a strong balance sheet. However
we were not performing as well as I know we can
– we are on a journey to fix that and I have been
delighted with the enthusiasm of our people to join
me in accelerating the execution of our strategy.
Our colleagues all know the importance of what
wedo for our clients: building their prosperity and
wanting to do their part in making Quilter the best
business for achieving that outcome.
The positive achievements this year have been
thethings within our control: cost management,
improving our propositions and distribution reach.
We have seen really good momentum against
ourstrategic objectives. Our adjusted profit
performance was a strong result, well ahead of
market expectations, and our efficiency initiatives
meant we have already exceeded our 2025
operating margin target of 25%.
The main negative was weak flows across the
market, with our flows well below the level we
target. A large part of that was due to the impact
of higher interest rates and cost of living
headwinds, limiting households’ ability to save.
Focusing efforts on building distribution and
enhancing our proposition will lay the foundations
to improve our share of flows when investor
sentiment improves.
Q. Why the evolution of the strategic
priorities?
A.
Our industry has huge potential and I am very
excited by that. We have a leading position in each
segment of the market in which we operate.
TheBoard and I are agreed that Quilter has the
right overall strategy and the right business mix
todeliver that strategy, and it is now about making
the right strategic choices. We have not delivered
the growth of which we are capable and so we are
now absolutely focused on delivering faster
growth and driving efficiency.
Q. Is progress on transforming business
efficiency in line with expectations?
A.
Simplifying Quilter and improving our operating
margin is a key priority for me. The next stage of
our transformation, Simplification Phase Two, is
well underway. This work is focused on reducing
organisational complexity and unnecessary
bureaucracy, and transforming our Advice
business so that it is both more profitable and
allows our advisers to be more efficient and
deliver a better experience to their clients.
In 2023, we delivered Phase One of our
Simplification programme which reduced costs
by£45 million on a run-rate basis a year early.
Wehave already delivered £8 million of run-rate
savings from the new programme and expect to
deliver run-rate savings of £20 million per annum
from this programme in each of 2024 and 2025.
Chief Executive Officer’s review continued
Q. Whatare you doing to improve things?
A.
Although total net flows are not at a level I
would like, the underlying performance has been
pleasing when you look at the detail. First, our
Quilter channel has continued to deliver a strong
performance both in the Affluent and High Net
Worth segments. Notably, gross new business
were higher in both segments than in the previous
year and net flows were flat, despite the market
being more difficult overall.
Overall numbers of RFPs are modestly lower than
the prior year, with the modest decline largely due
to advisers taking part in a retirement scheme we
made available which allowed us to retain the
assets they advised upon after their departure.
Our longer-term focus is ongrowing our adviser
numbers, improving their productivity and
capturing back-books which are currently on other
platforms. In High Net Worth, we continue to hire
investment managers and launched an internship
programme to develop future talent.
The IFA channel has been more challenging. While
new business levels have been good in the context
of the market, consolidation activity and higher
levels of client drawdowns have meant we have
experienced net outflows in this channel. We need
to do better here and I have made some changes
to my management team and our sales force
structures to drive better performance. I expect
tosee positive results from those changes in 2024.
8
Quilter plc Annual Report 2023

Q. What have you done to improve
Quilter’sclient propositions?
A.
We were very busy on the proposition front
during 2023.
Early in the year, we announced a reprice of our
Cirilium Active fund range which has been coupled
with improved investment performance since the
change in investment team in late 2022. This
repositioned the product and we continue to
seestrong appetite for our Blend and Passive
offerings together with our WealthSelect managed
portfolio range which crossed the £13 billion level
during the year. WealthSelect was launched on
three peer Platforms in early 2024, broadening its
distribution and the reach of flows it can capture.
Quilter Cheviot’s MPS launched two new
strategies on platforms, helping to fill a gap in
ourHigh Net Worth range and provide additional
portfolio choices to clients.
A repositioning of our Platform pricing went live
for new customers at the end of the second
quarter and was rolled out to existing customers
in the third. The repricing, together with tiered
adviser charging functionality, has been well
received by advisers and is in line with Consumer
Duty principles – good customer outcomes are
always at the heart of our proposition.
The advent of higher global interest rates means
that cash is now seen as an investment alternative
for retail clients. To support the needs of clients
and advisers, we introduced a CashHub on our
Platform towards the end of 2023. While flows into
the CashHub are expected to be modest initially,
the functionality gives advisers greater visibility of a
client’s assets, provides the client with Easy Access,
Notice Deposits and Fixed Term Deposits, and
solidifies Quilter’s full service Platform proposition.
Q. Consumer Duty has been a new
development this year, how is Quilter
positioned for that?
A. The Consumer Duty regulatory regime came
into effect in July and there has been a lot of media
coverage about its impact. We welcomed the
introduction of Consumer Duty as it provided a
validation of how we think about the industry and
serving clients. We always believed that Quilter’s
unbundled pricing approach to serving clients,
with no lock-ins, puts client choice at the heart
ofour business. Moreover, our unique breadth
ofdistribution means that all our products and
services are available across the market, to both
our financial advisers and to independent
financialadvisers.
For further insight into our approach to
Consumer Duty, see the case study on page 53.
Q. What is your focus for 2024?
A.
My focus remains resolutely on building
distribution, enhancing our proposition, and
improving efficiency so we can capture the
maximum available flows across the market
andare well positioned when industry
flowsreturn.
Initiatives we have in the pipeline to progress
in2024 include: the full launch of our strategic
adviser distribution affiliation, Quilter Partners,
and the relaunch of the Financial Adviser
Academy; continue evolution of our product
proposition; leveraging new professional
connections in High Net Worth; progressing
ouradvice transformation programme; and,
executingon Simplification Phase Two initiatives.
Q. Why invest in Quilter?
A.
There is huge potential within a secular growth
industry where an ageing population has
toincreasingly focus on self-provision for their
retirement savings. Market forecasts suggest
thatover the next decade, assets under face-to-
face advice will experience a six to seven percent
compound annual growth rate driven by new
customers entering the market, an increased
uptake in advice from younger customers as
wellas underlying market growth. That’s a pretty
attractive industry to be involved in.
In the near-term, the key catalyst for investor
sentiment will be improved industry flows.
Asinflation continues to decline and interest rates
start to fall in response, we believe clients will
return to long-term savings products as the rate
of return on cash becomes less attractive. Our
proposition is well received by advisers and their
clients, and we are well placed to be a winner
inthe asset gathering space when flows return
tomore normal levels.
My focus is on driving faster growth in revenues
and profits, by broadening our distribution,
enhancing our proposition, and improving
efficiency. The opportunity for operating leverage
in our business is significant and all our efforts
arefocused on delivering good customer
outcomes and improved returns for shareholders.
Strategic Report
Governance Report Other information
9
Quilter plc Annual Report 2023
Financial statements
Strategic Report
Other information

Our markets
Quilter is a UK focused business
andprovides services to the High
Net Worth and Affluent segments
of the UKpopulation as they build
their long-term savings during
the accumulation phase, ahead
ofretirement.
We also support them during the decumulation
phase, in retirement, to ensure the duration of their
assets is matched with their expected lifestyle.
The market in which Quilter operates offers
long-term growth potential given the savings and
advice gap in the UK coupled with the need for
individuals to take direct responsibility for their
retirement savings. Despite broader industry
challenges, an integrated business such as Quilter
is well positioned as market conditions improve.
Economic downturn amidst rising
interestrates and inflation
While 2023 did not experience the significant market declines that
were a feature of 2022, it presented a different set of challenges
for the wealth management industry. Rising interest rates and
theimpact of inflation meant clients across the market were less
inclined to invest their savings, preferring to either hold larger
sums of assets in cash or to use savings to support their lifestyles
in the face of inflationary cost increases in food, pay off mortgage
debt, or manage payments for higher energy prices. While the
consensus expectation is that interest rates have peaked in the
UKgiven that inflation has roughly halved from its peak level, the
uncertainty around these fiscal pressures, as well as the prospect
of a General Election, may continue to weigh on investor
confidence into 2024.
Making financial
advice moreaccessible
There continues to be a need for access to financial advice to
helpconsumers make effective investment and savings decisions.
Thismeans advice businesses continue to offer long-term secular
growth potential within the UK wealth management industry.
Building a hybrid advice proposition that widens existing reach
and distribution by leveraging technology to address this advice
gap provides a significant longer-term opportunity that willbe
relevant to full-service UK wealth managers such as Quilter.
Key trends
10
Quilter plc Annual Report 2023

Technology and
digital innovation
We continue to embrace the adoption of digital innovation across
the wealth management industry. Innovative technology allows us
to improve productivity and deliver a more seamless, personalised
customer experience, and one which empowers clients and
theiradvisers to have a more collaborative relationship. Clients
aremore willing to engage with their wealth manager via digital
technology, which can help enhance the efficiency of adviser
relationships, making advisers more productive. Over 100,000
clients now use our Platform mobile app, enabling day-to-day
engagement with their wealth management. Technological
advances such as robotics can also help improve risk management
and the cost effectiveness of back-office functions.
Large market with
growth trends
The UK wealth management market is the fifth largest in the world
(according to Global Data) and while macro-economic conditions
were challenging in 2023, the market is expected to have grown
3.3% in 2023 (according to EY UK). An increasing need for
individuals to take personal responsibility for retirement saving
willsupport the long-term growth trends of the industry. Building
relationships with those approaching retirement – to manage into
decumulation – as well as those beginning to focus on their own
saving for retirement, will support the maintenance of the current
market as well as future growth.
Consolidation within the UK
wealthmanagement market
The UK wealth management industry has attractive attributes:
strong structural growth, long-term relationships with customers,
recurring revenues, and high customer retention rates. These are
appealing characteristics to peers within the industry, including
Banks and private equity firms, as demonstrated by M&A activity
during 2023. The year also saw consolidation of wealth
management peers as they sought to protect their positions.
Highbarriers to entry into the wealth management industry offer
existing participants a degree of protection from new entrants,
asa consequence of brand recognition, scale and technological
investment, and adviser recruitment.
Key trends continued
Governance Report Other information
11
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Our strategy
Our strategy is focused on delivering faster growth, more efficiently. We will achieve this by: growing the number of advisers
and clients we serve by broadening and deepening our distribution; enhancing the proposition we offer; and delivering
greater efficiency of our operations.
We have made significant progress through the year against our three areas of strategic focus.
Strategic focus Progress in 2023
Building our
distribution
– Broadly stable Quilter channel adviser numbers.
– Launched Quilter Partners.
– Reduced leakage and improved strategic alignment of adviser force.
– Transferred c.£750m of Quilter advised assets onto our Platform from
thirdparty platforms.
– Market share leader for advised platform gross flows.
– Improved Platform’s IFA market share.
– Added five High Net Worth client facing individuals.
– Built out Jersey and Dublin financial planning offices.
In a consolidating industry, maintaining our strength in distribution
is key. We will do this by: improving retention and alignment of the
Quilter channel advisers, adding client facing individuals in our High
Net Worth segment, and progressing clear plans to broaden and deepen
relationships with IFAs.
Enhancing our
propositions
– Repriced Platform and Cirilium Active, sharingeconomies of scale
and offering competitive pricing.
– Experienced improvement in performance since change in
Cirilium Active management.
– Introduced tiered adviser charging on Platform.
– WealthSelect launched on three peer platforms in early 2024.
– Launched CashHub on Quilter Platform.
– Launched new High Net Worth solutions strategies.
– Bolstered our professional connections offering in High Net Worth.
In a highly competitive industry, we need to be agile, responsive and
market-focused. This means delivering good investment performance
to clients through the cycle, ensuring our platform and investment
solutions remain market leading for adviser and client needs, and being
competitive in the value we offer.
Driving
efficiency
– Accelerated Simplification Phase One, achieving£45m savings target a year early.
– Delivered 27% operating margin.
– Announced Simplification Phase Two, aiming toachieve £50m benefit by2025,
with £8m delivered early in 2023.
– Advice technology and operating model transformation programme initiated.
– Board corporate governance model changed to give the Group Board a more
direct line of sight to the Affluent segment, delivering greater speed, efficiency
and accountability across the Group.
Since Listing in 2018, we have made very good progress at optimising
and simplifying how we operate internally but there is more cost and
complexity to rationalise. We will do this by achieving efficiencies from
investment in technology and simplifying our governance structures.
12
Quilter plc Annual Report 2023

We are a modern UK-focused full-service wealth manager, providing advice-led investment solutions to high net worth
andaffluent clients and their advisers.
Our business model
Our broad network
of advisers
Few of our peers have their own
adviser force alongside supporting
independent financial advisers
(IFAs). Our model provides amatrix
of products to our advisers which
they are then able to offer to
customers. This “restricted” model
provides a range of choice, value
for money andconfidence in the
suitability of products on offer. We
also provide marketing, regulatory
compliance andadministration
support to our restricted advisers,
and a range ofservices to IFAs from
amarket-leading investment
platform to back-office support,
depending onwhat they need. This
approach reinforces our position in
a market that is seeing increasing
levels ofconsolidation.
The size of our platform
With over £70 billion of assets
under administration, we are the
largest platform in the retail
advised market, which means we
can offer best-in-class technology
with the benefits of our scale to
clients at sustainable, fair prices.
Our own investment solutions
Our own investment solutions aim
toprovide good customer
outcomes through the investment
cycle and provide us with an
additional revenue stream.
Quilter offers a differentiated
model helping deliver value and
clear benefits for all stakeholders.
Quilter’s philosophy is to offer
anopen, unbundled service to
clients and their advisers, with
client choice at the heart of the
proposition. Clients come to us
through their independent financial
adviser or one of our restricted
advisers. With our platform and
investment solutions available for
use by independent advisers as
well as ourown, it means Quilter
has had to remain competitive with
third party market offerings
interms of pricing and proposition.
We believe this ensures good
clientoutcomes.
For further insight into our
response to the Consumer Duty
regime, see page 53.
Financial advice
We earn revenues from the
advice provided by our
advisers. A client typically pays
an ongoing fee, representing a
percentage of their investment,
and some may also pay a
one-off initial advice fee.
Platform and wrapper fees
Clients pay administration fees
on a quarterly basis, representing
a percentage of the value of their
investments under administration.
Investment fees
Clients pay an annual
management charge based on
their assets under management
by Quilter.
We help customers
secure their financial future
£11.2bn gross inflows
We help financial advisers
to run a more successful,
efficientbusiness
Best Platform Provider
(AuM over £40bn) – Schroders
Platform Awards
We deliver attractive
shareholder returns
50%+
of market cap value at Listing
returned to shareholders
What we do
We serve wealth management
clients in two segments
Affluent
clients
(with c£50,000+
of assets to invest)
High Net
Worth clients
(with c£250,000+
of assets to invest)
Our two client
segments
are...
Quilter Investment Platform
a depositary for administering and
holding investments efficiently, with an
online portal that allows clients and their
financial advisers to view and manage
investments and monitor performance.
Financial advice
on investments
Through Quilter advisers
Through Independent
Financial Advisers (“IFAs”)
We attract client assets
We administer
clientassets
Investment products
and solutions
e.g investment funds, pensions (held
within ‘wrappers’: packaged in ways that
make them tax-efficient for clients), and
managed responsibly to deliver good
investment performance for clients.
We invest and
manage client assets
aligning with client ESG values
and risk appetite of assets to invest.
1
2
3
How do we make money
and create value
How we do it
We do this in three ways:
Distribution, scale and solutions Regulatory resilient foundations
What differentiates us
Governance Report Other information
13
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Key performance indicators
In evolving our areas of strategic focus, it was appropriate to review the appropriateness of the data points marked to monitor progress.
The following KPIs seek to track the achievement of our strategic priorities and express the benefits delivered for all our stakeholders.
Financial KPIs
KPI Number of clients Number of Restricted
Financial Planners (RFPs)
Number of Client Facing
Individuals (CFIs)
Gross flow market share Net flows as % of opening
AuMA (reported)
Productivity
(Quilter channel)
Definition
The number of High Net
Worth clients are based on
the number of households or
client units served by Quilter
Cheviot. Affluent client
numbers are identified as
individuals, or corporate or
trust entities actively engaged
with the Platform.
Number of advisers licensed
to advise clients across
Pensions, Investment and
Protection solutions, but only
permitted to recommend
products and solutions
from providers on the
Quilter Financial Planning
restricted panel.
Number of individuals who
provide discretionary
investment management
services to clients and/or
advisers who are licensed
toadvise clients of Quilter
Cheviot in line with individual
circumstances and
investment objectives.
Total Platform gross sales
as a percentage of the Retail
Advised Platform market
gross flows, reported by
Fundscape.
Total net flows as a
percentage of opening AuMA.
This measure evaluates the
level of flows during the
period in relation to the asset
base, excluding for market
movements.
Quantum of new gross flows
generated divided by the
number of average RFPs.
2023
Performance
508,889
+1%
1,489
(1%)
244
+2%
12.6%
+1.3ppt
0%
(2ppts)
£2.8m
+22%
473,879/35,010
467,245/36,160
458,077/36,117
2023
2022
2021
1,419/70
1,442/60
1,563/60
2023
2022
2021
174/70
179/60
170/60
2023
2022
2021
12.6 %
11. 3%
11.0 %
2023
2022
2021
0%
2%
4%
2022
2021
2023
£2.8m
£2.3m
£2.3m
2023
2022
2021
Affluent High Net Worth IMs RFPs
– Affluent client numbers
increased 1% in the year, with
strong contribution from the
Quilter channel (+11%).
– HNW client numbers
declined 3% as good growth
in higher value Quilter
channel clients was offset by
reduction in lower value
clients in the IFA channel.
– Affluent RFP numbers
declined in the period as
recruitment and trainee
additions were offset by
industry consolidation.
– Quilter Cheviot Financial
Planning (“QCFP”) added ten
advisers in the year, with
QCFP advisers now in every
Quilter Cheviot office.
– Total number of CFIs
increased by five as we
welcomed net ten new
HNWadvisers.
– Investment manager
numbers retracted on a
netbasis as recruitment was
offset by retirees and other
leavers.
– The Quilter Platform’s share
of the market improved
year-on-year as our actions
to enhance the Platform’s
proposition continued to
bear fruit.
– Market share improved
across both the Quilter and
IFA channels.
– While Reported (i.e. inclusive
of non-core flows and assets)
net flows were nil percent,
Core net flows as a
percentage of opening AuMA
was +1% .
– After a tough year across
theindustry, performance
rebounded in the fourth
quarter relative to the third.
– Productivity improved in
theyear as the 2021-2022’s
initiatives to improve
strategic alignment,
together with an improved
process to transfer Quilter
RFP back-books, benefitted
gross inflows.
Outlook
for 2024
– Aspire to grow number of
clients served as broaden
and deepen our distribution
reach.
– Maintain a stable number
of advisers and seek to
grownumbers sustainably.
– Continue to improve
productivity through a
combination of growing the
numbers of RFPs, buying
books of business to
accelerate productivity of
newly graduated RFPs, and
investing in technology to
support efficiency
improvements.
– Continue to grow number
ofCFIs towards our 2025
target of c.300.
– Build out investment
management proposition.
– Aspire to continue to grow
share in both the Quilter
andIFA channels.
– Target building net flow
growth to c.4-5% per annum
as markets normalise, with
aspirations to build
momentum further.
– Continue to improve
productivity through a
combination of growing the
numbers of RFPs, buying
books of business to
accelerate productivity of
newly graduated RFPs, and
investing in technology to
support efficiency
improvements.
14
Quilter plc Annual Report 2023

Financial KPIs Non-financial KPIs
KPI Operating margin Adjusted profit before tax IFRS profit Employee engagement Female representation
in senior management
Ethnic minority
representation in
senior management
Scope 1 & 2 Greenhouse
Gas (GHG) emissions
Definition
Represents adjusted profit
before tax divided by total
net fee revenue. Operating
margin is an efficiency
measure that reflects the
percentage of adjusted profit
before tax generated from
total net fee revenues.
Adjusted profit before tax
represents the Group’s IFRS
profit, adjusted for specific
items that management
consider to be outside of the
Group’s normal operations or
one-off in nature, as detailed in
note 7(b) in the financial
statements. The exclusion of
certain adjusting items may
result in adjusted profit before
tax being materially higher or
lower than the IFRS profit
after tax.
IFRS profit after tax from
continuing operations.
‘Overall engagement’ score as
captured in the all-employee
engagement survey,
measured by “Peakon”.
Number of females within
our senior management team.
Ethnic minority
representation within our
senior management team.
Level of direct emissions from
owned or controlled sources
(Scope 1) and indirect
emissions from the
generation of purchased
energy (Scope 2).
2023
Performance
27%
+5ppts
£167m
+25%
£42m
(76%)
7.6/10
+0.2/10
43%
+7ppts
9%
+5ppts
1,085 tCO
2
e
(19%)
27%
22%
22%
2023
2022
2021
£167m
£134m
£138m
2023
2022
2021
£42m
£175m
£23m
2023
2022
2021
7.6/10
7.4/10
7.0/10
2023
2022
2021
43%
36%
2023
2022
9%
4%
2023
2022
1,085 tCO
2
e
1,344 tCO
2
e
2,720 tCO
2
e
2023
2022
2020 (baseline)
– Target to achieve 25%
operating margin by 2025
achieved as a result of
continued strong cost
management and the
benefits of Simplification
Phase 1.
– Revenue increased 3%
supported by revenue
generated on corporate
cash balances. This was
coupled with strong
expense discipline,
delivering a third
consecutive year of lower
costs despite inflation.
– The 2023 vs 2022 decrease
in IFRS profit was largely
due to market valuation
changes in the policyholder
tax charge.
– Communication activity
supported the score
improvement, including
all-employee conferences
designed to engage
colleagues on strategy, key
priorities and culture. 84%
of attendees rated these
events as informative.
– At 31 December 2023,
Quilter had achieved its
gender targets within the
senior management team.
– At 31 December 2023,
Quilter had achieved its
ethnicity targets within the
senior management team.
– Scope 1 and 2 emissions
were 60% lower than the
2020 baseline, with the
primary driver the
continued consideration
ofour office footprint in
relation to changing
workspace demands.
Outlook
for 2024
– Continuing the
Simplification Phase Two
programme, enhancing
efficiency and reducing
complexity, with total
benefit of £50 million of
annualised cost savings
expected by 2025.
– We continue to believe an
operating margin in excess
of 30% is an appropriate
goal for our business in the
medium term.*
– Accelerating growth in the
medium term as investor
sentiment and Quilter’s
operating leverage
improves.*
– IFRS profit after tax from
continuing operations can
vary significantly year-on-year
depending on the change in
policyholder tax. Business
Transformation expenses
willremain elevated in 2024,
reflecting expense towards
our Simplification Phase 2
programme and investment
in advice transformation, but
are expected to reduce
substantially from end-2025.
– Aim to maintain high
engagement levels as we
transition to the target
culture agreed by the Board
in 2023, which is critical to
the successful delivery of
Quilter’s strategy. Through
the culture transformation
programme, colleagues will
be engaged on the key
drivers of the target culture:
ambition, accountability and
learning.
– Maintain our long-term target
of 40% female representation
in senior management by the
end of 2025, in line with the
recommendations in the FTSE
Women Leaders Review as set
out in our Board Diversity
Policy.
– Having achieved our targets
in 2023, we revised our
ethnicity target to 13% for
ethnic minority
representation in senior
management by the endof
2027 in line with the
recommendations in the
Parker Review, as set out in
ourBoard Diversity Policy.
– Anticipate a continuation
ofincremental reductions
year-on-year towards our
target.
– Initiatives include acting on
opportunities to make our
offices more energy
efficient and continuing to
review our office locations
in line with changing
workspace demands.
* Excluding any potential costs associated with the review
ofhistoricaladvice.
Governance Report Other information
15
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Section 172 (1) statement
Delivering for our stakeholders:
Section 172 (1) statement
The Companies Act 2006 (the “Act”) and the UK
Corporate Governance Code 2018 require the
Annual Report to provide information that enables
our stakeholders to assess how the Directors
of Quilter have performed their duties under
section 172 of the Act.
The Act provides that Quilter Directors must
act in a way that they consider in good faith and
would be most likely to promote the success of
Quilter for the benefit of shareholders as a whole.
In doing so, Quilter Directors must have regard,
amongst other things, to the factors set
out below:
– the likely consequences of any decision
in the long term;
– the interests of Quilter colleagues;
– the need to foster the Company’s business
relationships;
– the impact of Quilter’s operations on the
community and the environment;
– the desirability of the Company maintaining
a reputation for high standards of business
conduct; and
– the need to act fairly for all our members.
Building Quilter to deliver
long-term success for all our
stakeholders
To ensure that Quilter achieves its purpose
ofhelping create prosperity for the generations
of today and tomorrow, it is critical for the
Board to balance the needs, interests and
expectations of our key stakeholders. At times
these competing stakeholder views can be
contradictory and in order to achieve
long-term success, it is the Board’s role to
navigate these complexities. The Board has
acomprehensive stakeholder engagement
programme and seeks to act in the best
interests of the Group, whilst being
fairandbalanced in its approach.
In addition to direct engagement with
ourstakeholders, papers submitted to
ourBoardsand Board Committees across
theGroup identify for their consideration
wherestakeholders could be impacted
bytheproposals. At all times, the Boards
remainfocused on ensuring good customer
outcomes and preventing customer harm.
Some of the ways the Board engages with
ourstakeholders, including examples of how
our Board has considered stakeholders when
it made key strategic decisions in 2023, can
beread on pages 50 to 53.
Quilter’s stakeholders
The Board has identified six key stakeholder groups whose interests and needs it regularly considers:
The advisers who provide advice
under the Quilter brand, the
third-party advice firms who operate
within our regulatory framework, and
third-party independent advisers
who use our products, services
and our investment platform.
Those who use our products
and services to meet their
long-term financial needs.
Those who have invested
in Quilter shares and
those who recommend
investment in Quilter and
its peers, including equity
and debt investors,
analysts and rating
agencies.
Our core UK regulators,
the Prudential Regulation
Authority and the Financial
Conduct Authority, and
various international
regulators including the
Central Bank of Ireland and
the Jersey Financial
Services Commission.
All of our 2,983 full-time,
part-time and contract
staff who work tosupport
Quilter’s customers
and advisers.
Advisers
Colleagues
Communiti es
Customers
Investors
Regulators
Quilter
The societies in which we
operate and where our
products and services are
taken up and the suppliers
that support Quilter to
deliver products and
services for customers
and colleagues.
16
Quilter plc Annual Report 2023

Advisers
Stakeholder engagement
Advisers expect Quilter to:
– Provide an investment platform that facilitates
the provision of a high-quality service to
advisers and their customers.
– Have a wide range of compelling investment
propositions that meet the needs and
expectations of customers.
– Provide a high-quality control environment
that enables advisers to be productive within
an effective control environment with tools
that support their business.
– Support advisers in providing high-quality,
trusted advice to their customers which
complies with all regulatory and best practice
standards of conduct.
How does the Board engage
with advisers?
– Our Chief Executive Officer, and other
members of the Executive Committee,
regularly brief the Board on key issues
impacting all advisers.
– The Board and Board Risk Committee
scrutinise and challenge the activities that
align to our risk appetite to identify how
effectively and safely Quilter is supporting
advisers in serving customers.
– Members of the Board engage with advisers
to understand their perspectives
and priorities and their interactions are
subsequently reported to the Board.
– The Board receive regular updates on the
quality of the service provided to advisers.
– We work with Quilter Financial Planning’s
advisers to enhance the cultural alignment.
– The Chief Executive Officer attended adviser
syndicate events throughout the year. The
data and feedback from these initiatives
continue to be reported to the Board.
What was the result of that engagement?
– Following feedback from the Board, Quilter
Partners was launched during the year to
complement our existing offerings. Quilter
Partners will deliver a franchise-style model
where firms will operate under a co-branded
arrangement, using our well-regarded
investment and platform propositions,
whilstmaintaining the entrepreneurial drive
ofanowner-operated business model.
Theproposition has received positive initial
engagement with certain adviser firms.
– Quilter offers support to provide access for
people to enter the financial advice profession,
with routes to qualification including a
graduate support programme.
Our colleagues expect Quilter to:
– Create a values-led culture that is open
andinclusive.
– Invest in the development of its people and
itstechnology so that its people can deliver
excellent service to our customers.
– Offer an attractive reward structure
andacompelling colleague proposition.
– Provide support within and outside the
workplace, particularly in the context
oftheongoing cost of living challenges.
– Listen to ideas, suggestions and concerns,
and take action as appropriate.
How does the Board engage
with colleagues?
– The Board receives biannual reports from
theHuman Resources Director on the Group’s
people, culture and ways of working, and
closely monitors colleague engagement
survey scores.
– The Board oversaw a Talent Engagement
programme during 2023, in which Non-
executive Directors met with cohorts of
colleagues at various stages of their careers.
This enabled them to gain a deeper insight
into the Company’s talent pipeline and hear
directly from colleagues on their views of
Quilter’s purpose and strategic priorities.
– Tazim Essani is the designated Non-executive
Director for Workforce Engagement and plays
an active role in ensuring that the views of our
colleagues are conveyed to the Board. Tazim
attended certain Quilter Employee Forum
meetings, and held monthly meetings with
theelected Chair of the Employee Forum.
What was the result of
Boardengagement?
– During 2023, the Board assessed the current
culture and agreed a new target culture for
Quilter which the Chief Executive Officer is
responsible for implementing, with support from
the Human Resources Director. This culture
transformation programme demonstrates
theBoard’s clear understanding of the critical
role culture plays in the successful delivery
ofQuilter’s strategy. The target culture agreed
bythe Board has a specific focus on ambition,
accountability and learning drivers in order
tosupport improved business performance.
– The Board endorsed management’s decision
toensure that pay increases made in 2023
weretargeted to more junior colleagues to
helpthem through the cost of living crisis.
Workforce engagement
In response to colleague feedback, in 2023
the Quilter colleague conferences were
usedto help colleagues understand Quilter’s
strategy. In addition, the Chief Executive
Officer provided updates on strategy,
company performance and business
priorities (including external factors), with
events rated highly by attendees (84% rated
events good and informative). Engagement
scores rose marginally in the year.
Colleagues
Overall engagement
7.6/10
7.4/10
How likely is it you would recommend
Quilter as a place to work?
7.8/10
7.7/10
2023 2022
(2023 employee engagement survey average)
Governance Report Other information
17
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Stakeholder engagement continued
representation in senior management and
revenue generating roles that attract
comparatively higher rates of pay than other
roles in the organisation. Where individuals
areperforming the same or similar roles, the
Company operates robust equal pay analysis
with management oversight to ensure that any
pay gaps are checked and can be justified.
Inclusive culture
During 2023, a number of activities linked to
the Action Plan have been delivered to drive
increased colleague awareness and education
oninclusion and diversity matters, such as
educational sessions on inclusive language,
suicide prevention, LGBT+ inclusion and
celebratory events to promote Diwali, Black
History month and Movember.
Our inclusion and diversity forum acts as the voice
of Quilter colleagues on all inclusion and diversity
matters. It elevates both global and local issues
within Quilter, serving as a visible body that all
colleagues can approach. The forum educates
andempowers colleagues to drive change, share
insights and champion diversity in all its forms.
Wehave seen an increase in attendance,
effectiveness ratings and positive feedback
inrespect of the forum’s events in 2023, as well
asimprovements in the wider workforce’s view
ofinclusion and diversity at Quilter as measured
through our engagement survey on page 19.
Insight into Colleagues
Inclusion, diversity and wellbeing
Quilter’s Inclusion and Diversity Action Plan
(the“Action Plan”) has been in place for over a
year and good progress has been made against
its five key strategic pillars. The Action Plan is
underpinned by certain guiding principles,
including prioritising solutions with measurable
impact, valuing difference and focusing on
people’s values. The Action Plan is also designed
to help bridge the inequality gap by investing
infuture generations and ensuring that
underrepresented groups have a future at Quilter.
Diverse representation
The Action Plan was designed to drive proactive
action to improve the diversity of Quilter.
Wecontinue to make progress in collecting
colleagues’ personal data. Our diversity
datadisclosure response rates exceed industry
norms in some areas.
Diversity data disclosure response rates
Gender
Gender
identity
Sexual
orientation Ethnicity
100% 55% 76% 91%
100% 46% 72% 90%
Disability
Age
group Religion
Socio-
economic
background
56% 100% 83% 65%
61% 100% 80% 60%
2023 2022
At 31 December 2023, Quilter had achieved
both its gender and ethnicity targets for its
senior management team (defined as the
Executive Committee and their direct reports,
excluding business managers and personal
assistants). The Company achieved 43% female
representation and 9% ethnic minority
the target for there to be 5% ethnic minority
representation in senior management by the end
of 2023. During the year, we increased our target
on minority ethnic representation in senior
management to 13% by the end of 2027. We will
continue to keep our targets under review and are
committed to sustainable change in line with the
targets set by the Listing Rules, and the voluntary
recommendations in the FTSE Women Leaders
Review and the Parker Review. Our targets are set
with a view to being representative of the
demographics of Quilter’s locations, our diversity
aspirations and our commitment to making
long-term sustainable change in our industry.
Gender and ethnicity pay gaps
We continue to monitor our mean Gender Pay Gap
closely, which for 2023 was 29%, a reduction of 1%
from 2022. We have also continued to voluntarily
publish our Ethnicity Pay Gap, of which the fixed
pay gap has marginally increased relative to 2022.
Gender pay gap 2023 2022
Mean hourly pay gap 29% 30%
Median hourly pay gap 30% 31%
Mean bonus gap 57% 62%
Median bonus gap 39% 44%
Female colleagues receiving a bonus 94% 90%
Male colleagues receiving a bonus 94% 92%
Ethnicity pay gap 2023 2022
Mean hourly pay gap 15% 12%
Median hourly pay gap 8% 5%
Mean bonus gap 48% 48%
Median bonus gap 30% 35%
Colleagues from an ethnic minority
group receiving a bonus
83% 82%
White colleagues receiving a bonus 94% 92%
2023 2022
The pay gaps are fundamentally a structural
issue, reflecting lower female and ethnic minority
In accordance with section 414C(8)(c) of the Companies Act
2006 (the ‘Act’), Quilter is required to report the gender
balance of our employees, our “senior managers” and the
Quilter plc Directors. The breakdown by gender of our
employees can be found above and that of our Board on
page 49. For the purposes of the disclosure under the Act,
the definition of “senior managers” adopted is the
Executive Committee, excluding the Executive Directors,
and including Directors serving on our consolidated legal
entities but excluding Directors of Quilter plc. Where these
individuals hold multiple directorships, they are only
counted once. As at 31 December 2023, there were 28
male and 10 female senior managers.
representation within this community (increases
of 7% and 5% respectively compared to 2022).
Theworkforce had the following profile as at
31December2023:
Gender representation
Senior management
1
40 Male, 57% Female, 43%
All colleagues
1,621 Male, 55% Female, 45% 1,345
30
32 Male, 64% Female, 36% 18
1,676 Male, 56% Female, 44% 1,329
2023 2022
Ethnic representation
Asian
2
%
Black
3
%
Mixed
4
%
White
5
%
Other
6
%
N/A
7
%
Senior
management
0% 3% 3% 90% 3% 1%
2% 0% 2% 92% 0% 4%
All colleagues
6% 3% 2% 85% 2% 2%
6% 2% 2% 87% 1% 2%
2023 2022
1
Senior Management is defined as the Executive Committee and
their direct reports, excluding business managers and personal
assistants.
2
Colleagues who identified as belonging to one of the following
ethnic groups: Bangladeshi, Chinese, Indian, Pakistani or
Asianother.
3
Colleagues who identified as belonging to one of the following
ethnic groups: Black African, Black Caribbean, Black other.
4
Colleagues who identified as belonging to one of the following
ethnic groups: Mixed White/Asian, Mixed White/Black African,
Mixed White/Black Caribbean, Mixed other.
5
Colleagues who identified as belonging to one of the following
ethnic groups: White British. White Irish, White Gypsy/Traveller,
White other.
6
Colleagues who identified as belonging to one of the following
ethnic groups: Arab, Any other.
7
Colleagues who responded but opted not to disclose their
ethnic group.
At the end of 2023 Quilter exceeded its target for
there to be 40% female representation in senior
management by the end of 2025. We also exceed
18
Quilter plc Annual Report 2023

Inclusion and diversity forum events
Events Attendees Playbacks Ave. rating
It’s Good to Talk and
Listen – Suicide Prevention
205 30 9/10
Inclusive Language
Training Part 1
314 35 8/10
Inclusive Language
Training Part 2
485 296 8/10
Paralympic Champions
and Being a Carer
70 19 9/10
Imposter Syndrome 148 5 8/10
Woke and Cancel Culture
with John Amaechi
159 209 –
2023 2022
2023 2022
(2023 employee engagement survey average)
A diverse workforce is a clear priority
at Quilter
7.6/10
7.4/10
Talent and growth
Early careers
Through Quilter’s Early Careers programme we
have targeted external partnerships that will help
to increase Quilter’s overall diversity. During 2023,
we launched a work experience programme
working with local schools. We also partnered
withthe charity Girls are Investors (“GAIN”), as
part of their spring insights programme, hosting
six students in our London and Edinburgh offices.
In July 2023, the Company launched its first
internship programme with a number of interns
from diverse backgrounds joining our High Net
Worth business
Our Code of Conduct
Our Code of Conduct sets out the duties of
allcolleagues and includes acting with integrity
andrespect, treating customers fairly, managing
conflicts of interest, good market conduct,
information, data and communications, use of
Company assets, prevention of financial crime
andworking with regulators and governments.
Colleagues are required to undertake annual
mandatory training to ensure they fully understand
the requirements of the Code ofConduct.
Our people policies support our aim to create
aninclusive culture that embraces diversity
andenables our people to thrive. They also reflect
relevant employment laws, including theUniversal
Declaration of Human Rights and International
Labour Organisation Declaration on Fundamental
Principles and Rights at Work. All employees and
suppliers providing onsite services in the UK are
paid no less than the real Living Wage. In October
2023, the Living Wage was increased to £12.00
within the UK and £13.15 in London. As a Living
Wage employer, weensured that all colleagues
and contracted service providers earn in excess
ofthese amounts.
We promote equal opportunities and ensure
thatno job applicant or colleague is subject to
discrimination or less favourable treatment on
thegrounds of gender, marital status, nationality,
ethnicity, age, sexual orientation, socio-economic
background, responsibilities for dependents or
physical ormental disability. We are committed
tocontinuing the employment of, and for
arranging training for, employees who have
become disabled whilst employed by Quilter.
Weselect candidates for interview, career
development and promotion based on skills,
qualifications, experience and potential.
Developing professional careers
Our early careers programme enabled 30
people to undertake apprenticeships with
Quilter in areas such as data and digital,
customer service, Human Resources and
facilities management, supporting our talent
pipeline and inclusion and diversity strategy.
Wecontinue to see our flagship management
development programmes providing value,
with82 colleagues completing the Aspirational
Leadership and Transformational Leadership
Programmes in 2023. Both programmes are
funded via the apprenticeship levy and
accredited by global learning organisation
Future Talent, with 80% of Quilter colleagues
achieving a distinction and 90% stating it had
helped to develop their skills.
Leadership development
For our most senior leaders we have run
development sessions with the Forward
Institute, a non-profit organisation focused
onresponsible leadership. This has been paired
with commercial-focused working sessions
tosupport senior leaders in their roles. A small
number of senior leaders identified through our
Executive succession planning join the Forward
Institute’s Fellowship Programme each year to
continue to drive responsible leadership at the
heart of the organisation.
At Quilter, we want to promote a culture of
‘speaking up’, where colleagues feel able to
raiseany concerns they may have about acts
ofmisconduct, malpractice or wrongdoing.
Quilter’s whistleblowing policy and channels
provide colleagues with avenues to raise
concerns in good faith without fear of
retribution. Colleagues are able to raise such
concerns anonymously via the confidential and
independent ethics hotline or directly to their
line manager, Human Resources or Risk and
Compliance. All whistleblowing reports are
treated confidentially, seriously and are fully
investigated. A grievance procedure is available
for colleagues to raise a complaint or problem
about any issues relating to their work, working
environment, pay and benefits, working hours
or any other concern about employment issues.
2023 2022
(2023 employee engagement survey average)
My manager encourages and
supports my development
8.5/10
8.3/10
I feel that I’m growing professionally
7.6/10
7.5/10
Governance Report Other information
19
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Stakeholder engagement continued
Our communities and suppliers
expect Quilter to:
– Contribute to the communities in which
Quilter is located and where our products
and services are used.
– Seek to mitigate the environmental impact
of our operations and to create products
andservices which facilitate our customers’
desire to invest responsibly.
– Treat suppliers fairly and professionally.
How does the Board engage with
its suppliers?
– The Board Risk Committee receives updates
on the performance of our key suppliers and
Quilter’s third party risk management. Material
matters are reported to the Board. In 2023
areas of focus included the consideration of
technology developments provided by our
strategic outsourced providers and the impact
this has for our advisers, customers and
colleagues.
– Throughout the year the Board regularly
receives updates on the performance of
ourstrategic partners.
What was the result of this engagement?
– In 2023, the Investment Platform was routinely
upgraded to provide additional functionality
for advisers, clients and all colleagues.
– Ensuring that we have a proactive dialogue
regarding geopolitical events, disasters and/or
conflicts that may have an impact upon our
suppliers’ resilience. The quick response by
Quilter and a key supplier following an incident
at a third party premises during 2023
minimised the impact to our operations
andcustomers.
How does the Board engage with
its communities?
– By endorsing and providing regular oversight
of Quilter’s strategy as a provider of investment
solutions and as a responsible investor.
– By overseeing the Quilter Corporate
Sustainability agenda, which affects
customers, colleagues, communities
and the environment.
– The Board were updated on the Quilter
Foundation (the “Foundation”) and the
successes and progress made in 2023 in
support of the Foundation’s objectives.
What was the result of this engagement?
– In 2023, the Foundation completed three
employment focused strategic partnerships.
Active strategic partners were awarded a total
of £650,000 in grants, including The
Brokerage, which is a new three-year strategic
partner from 2023. The Brokerage is a social
mobility charity connecting talented young
people with employers to break down barriers
to a more diverse and talented workforce. Our
partnership aims to impact over 4,000 young
people, working with over 100 schools and
universities.
– Our partnership with financial education
charity MyBnk continued to evolve, and now
includes opportunities for employee and
adviser populations, a mentoring programme
for young people which is commencing this
year with Quilter providing facilities for
workshops, meetings and events.
– The Quilter Foundation Charity Network was
created in 2023 as the mechanism to provide
funded charities with additional support
beyond funding. The network provides the
opportunity for organisations to access
peer-to-peer support, expert training and
support delivered by Quilter staff and
complimentary space at Quilter offices.
– Twelve organisations have been funded
through “Local Community Fund” grants.
Through this initiative, any colleague or
adviser can nominate a local cause that is
aligned to the Foundation’s objectives, for
grants of up to £10,000. 29 organisations have
been funded since inception in 2022, including
food banks and mental health charities.
£100k+
Over £100k raised for the
Quilter Foundation.
Communities
20
Quilter plc Annual Report 2023

Customers expect Quilter to:
– Provide consistently high-quality service and
access to products and services that meet
their needs and expectations, within their risk
appetite and with the flexibility to reflect their
investment preferences.
– Provide personalised customer propositions,
through supporting long-term advice-based
relationships.
– Deliver good investment performance.
– Adhere to relevant regulatory requirements,
including the Consumer Duty, in ensuring
good customer outcomes and the avoidance
of foreseeable harm.
How does the Board engage
with customers?
– The Board scrutinises a regular Customer
Report which includes feedback on the
perceived quality of Quilter products and
services to ensure the business is continually
learning from the feedback received from
customers and their advisers. Quilter currently
has three main sources of customer feedback:
Trust Pilot, InMoment Surveys and customer
complaints, in addition to feedback from
advisers through our distribution teams and
customers via our contact centre.
– All Board and Committee papers include,
where appropriate, analysis of the impact on
customers of business proposals.
– The Board receives regular updates from the
Chief Executive Officer covering customer
considerations. These include product and
propositional developments, customer-facing
technology implementations, communication
and branding strategy and the status of any
customer remediation programmes.
– The Board Risk Committee receives regular
updates from the Chief Executive Officer and
Chief Risk Officer, on the progress of activity
toaddress customer complaints.
– The Board Remuneration Committee receives
reports on how the business has served its
customers as part of its oversight of the
executive scorecard that drives the
remuneration outcomes for our Senior
Management.
– The Board appointed the Chair of the Board
Risk Committee, Neeta Atkar, as its first Board
level Consumer Duty Champion. The
Consumer Duty Champion supports the Chair,
the Chief Executive Officer and the whole
Board to raise the Consumer Duty regularly
atBoard meetings and in other relevant
discussions, in line with regulatory
requirements. The Consumer Duty Champion
seeks input from management, including the
second and third lines of defence, in order
toinform the discussion at the Board on the
effectiveness of how the Consumer Duty is
embedded at Quilter. More information on the
work that Quilter has completed when
implementing the Consumer Duty can be
found on page 53.
What was the result of that engagement?
– The Board and the Board Risk Committee
oversaw the development of implementation
plans for the new Consumer Duty which was
implemented in July 2023. The new Duty aligns
with a core part of the Company’s strategy
todeliver good outcomes for customers.
– Customer reports have been refreshed to
provide the Board with enhanced metrics.
These will continue to be refined during the
year as our ability to report customer metrics
improves.
– The Board reviewed and challenged material
product and proposition proposals. Assessing,
for instance, the repricing decisions in relation
to Quilter Platform and Quilter Investors
funds, and overseeing the introduction of
enhanced Platform functionality such as the
CashHub.
Insight into Communities
Human rights and modern slavery
We recognise our responsibility to not only
respect the rights and freedoms of those that
work for Quilter but also of those in our supply
chain. Our human resource and supplier policies
and processes prohibit Quilter from doing
business with parties involved in modern
slavery, forced labour, compulsory labour and
child labour. These policies also promote equal
opportunity and eschew any form of
discrimination or unfair treatment on the
grounds of protected characteristics, or because
of any other personal factor. We respect the
right of employees to associate for the purposes
of collective bargaining and colleagues are free
to join a union of their choice.
Working with suppliers
Our Third-Party Risk Management Policy sets out
requirements with respect to our procurement,
outsourcing and supplier management activities.
Our Supplier Code of Conduct applies to all
suppliers and their sub-contractors that provide
goods and services to Quilter. It sets out the
minimum standards we expect our suppliers
toadhere to when doing business with Quilter
in addition to the contractual terms agreed.
TheCode covers legal and compliance, ethical
standards, conflicts of interest, anti-bribery and
corruption, brands, trademarks and intellectual
property, information and data protection,
labour standards, living wage, discrimination,
health and safety, and environmental
management. We also expect our suppliers to
promote these standards in their own supply
chain where practical.
Tax
We are committed to full compliance with our
tax obligations, paying the right amount of tax
at the right time. We have zero tolerance for tax
evasion and we do not promote tax avoidance
or aggressive tax planning arrangements to our
customers or to other parties. Our Tax Risk
Policy sets out high-level requirements to
ensure that tax calculations and filings comply
with all applicable tax law and are prepared on
atimely basis.
Customers
Governance Report Other information
21
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Stakeholder engagement continued
Customer policies
Our Product Governance Policy sets minimum
standards for the Group and its subsidiaries
inmanufacturing and distributing financial
products appropriately to meet customer
needs. The policy is implemented to support
compliance with various regulatory frameworks,
including the UK implementation of the Markets
in Financial Instruments Directive (“MiFID II”),
the underlying regulation on markets in
financial instruments (“MiFIR”), and the
Insurance Distribution Directive (“IDD”).
TheProduct Governance Policy is subject to
anannual attestation process managed by the
Quilter Risk Function. Our Product Governance
Policy outlines minimum requirements for
product charging structures and marketing
materials. The policy requires that charging
structures must be fair and appropriate for
theintended target market. Marketing materials
should be sufficient to ensure that customers
can make informed financial decisions in
relation to the product. All communications
must consider our customers’ information
needs and comply with applicable regulations,
including the Financial Conduct Authority’s
(“FCA”) Consumer Duty requirements.
Data privacy and IT security
The collection and use of customers’ and
advisers’ personal data is governed by our
Privacy Policy and supporting standards and
overseen by a Group Data Protection Officer
(“GDPO”) with the support of a formal
committee, the Quilter Privacy Forum. The
Board oversees Quilter’s IT strategy, including
our approach to information and data security.
At an executive management level, the Group
Chief Operating Officer is responsible for IT
strategy and is supported by the Director of
Information Security & Technology and their
team, with input also from the GDPO and Data
Guardians embedded in our businesses.
Allcolleagues and full-time contractors are
required to complete mandatory annual training
on data privacy and IT security.
Financial crime, anti-bribery
and corruption
As a financial services company we recognise the
potential risk of being a target for financial crime,
including money laundering, terrorist financing,
tax evasion and fraud. We also acknowledge the
potential risk of bribery and corruption which
could result in financial loss, regulatory fines
and/or censure and damage toour reputation.
We have zero tolerance for financial crime,
bribery or corruption and have arobust control
environment and policies in place. All colleagues
are required to complete mandatory training
onthese topics annually toensure that they
understand their role in preventing financial
crime, bribery and corruption.
Insight into Customers
Customer service and engagement
During 2023 we have continued to drive initiatives
to improve customer service and ensure our
proposition continues to meet customer needs.
In July 2023, we reviewed our products and
services to enhance how we support vulnerable
customers or those who find themselves in such
circumstances. This included being clearer in our
literature and through our contact centre on
howwe can help customers. Quilter hosted the
vulnerable customer conference run by the
Investment Savings Association and will continue
to support that initiative in 2024.
To ensure we are continually listening to our
customers, we introduced a new Customer Panel
(the “Panel”) during 2023 and are pleased that
over 400 customers have already joined the Panel.
The Panel will allow Quilter to consult directly with
customers on future improvements we can make
to our proposition. It also assists with testing of
key communications, to ensure they are easy to
understand. The Panel complements the
customer feedback channels we already have
inplace across the Group, which are an essential
tool in ensuring we stay connected with how
customers want to do business with us.
During the course of 2023 we rolled out our
newcustomer app, with 20% of our customers
now registered and using the app.
Our service, products and proposition was
recognised in industry awards, including Defaqto
Gold Service Awards, the Charity Times
Investment Management Award, Money Marketing
Awards Best Retirement Provider, and the Defaqto
Diamond Rating for theWealthSelect Managed
Portfolio Service.
2023 2022
Trustpilot Score
4.2/5
4.2/5
Overall Customer Satisfaction
4.2/5
4.2/5
22
Quilter plc Annual Report 2023

Our investors expect Quilter to:
– Deliver a strategy that creates long-term
shareholder value, delivering sustainable
earnings and dividends supported by cash
flow and capital generation.
– Have in place a resilient business model which
generates growth and long-term sustainable
returns for shareholders and reliable cash flow
for debt investors.
– Maintain financial strength and resilience
that enables the business to withstand
market volatility.
– Uphold robust corporate governance
toensure effective oversight and control
of the business.
– Ensure responsible and sustainable
approaches are embedded in both how we
act as a business and invest on behalf of
our clients.
How does the Board engage
with its investors?
– Maintaining regular and constructive dialogue
with investors and other market stakeholders
to communicate the Company’s strategy,
governance and performance.
– Providing regular updates on the Group’s
trading and financial performance to the
market.
– Maintaining active electronic communication
on results and trading updates together with
relevant dividend information to our
shareholders who have provided consent
fore-communications.
– The Chair, Chief Executive Officer and Chief
Financial Officer, with support from the Head
ofInvestor Relations, have conducted nearly
200meetings in 2023 with shareholders, debt
holders and prospective investors.
– Participating in investor conferences to engage
with existing and prospective investors. The
Chair also hosts an annual corporate governance
roadshow with our largest investors to ensure
adirect Board conversation on strategy,
succession matters and remuneration.
– Ensuring private shareholders received excellent
support from our Share Registrars in the UK and
South Africa. We closely monitor the performance
of our Registrars to ensure the service our
shareholders receive globally is appropriate.
– Holding an Annual General Meeting (“AGM”) that
was accessible for all shareholders, including
those based overseas. This allows them to listen
to the meeting by telephone and ask a question
on the business of the meeting if they so wish.
We also strongly encourage shareholders to
engage with us by voting before the meeting
ifthey were unable to attend in person.
– As part of our commitment to engage with our
investors, Directors are available to meet with
shareholders at our AGM, and our standing
Board Committee Chairs are available to answer
questions on the activities and matters within
the scope of their Committee’s remit.
What was the result of this engagement?
– The Board considers investor feedback on
anongoing basis, both from management
feedback and via our corporate brokers.
In2023, an external analyst met the Board
and shared his feedback directly.
– We received more than 99% of votes cast in
favour of the majority of resolutions voted on
by shareholders at the 2023 AGM.
– To drive further simplification, during the year,
the Company completed an Odd-lot Offer in
November 2023. The Odd-lot Offer provided
small private shareholders holding fewer than
200 shares with a cost-effective way to sell
their shares in Quilter and lowered the cost of
maintaining our share register by reducing the
number of private shareholders by circa 60%.
We will see an ongoing benefit from lower
administrative costs, including, for example,
the costs of printing and distributing financial
statements, circulars and notices.
99%
of votes cast in favour of majority
of2023AGM resolutions.
Investors
Our shareholder base
There are some differences in views around
some core corporate governance matters
that differ between the UK and South Africa
where we have a large shareholder base.
Weengage with these shareholders directly
but recognise that they may be unable to
support certain AGM resolutions which are
regarded as being standard in the UK. For
example, we maintain a continuing dialogue
with certain of our large South African
shareholders who are unable to support
aprecautionary enabling authority at each
AGM regarding political donations and will
continue to engage to explain our rationale
for continuing to seek this authority.
Governance Report Other informationFinancial statements
23
Quilter plc Annual Report 2023
Strategic Report

Stakeholder engagement continued
Our regulators expect Quilter
and its subsidiaries to:
– Operate in an open and transparent manner
with its regulators, its customers and the
financial markets both as an investment
manager and a listed company in its own right.
– Ensure customers’ interests are central to the
firm’s culture and purpose, and that this is
embedded throughout the organisation.
– Run Quilter’s operations in a prudent manner,
being appropriately capitalised and with
sufficient liquidity to enable it to discharge
itsobligations.
– Manage its conduct risk and internal controls.
– Be aware of Quilter’s regulatory footprint,
theregulatory landscape and expectations
and the Directors’ responsibilities in meeting
theserequirements, incorporating these
intoany decisions.
– Fulfil regulatory responsibilities through the
application of policies and practices.
How does the Board engage with the
Group’s regulators?
– Transparent and open regulatory relationships
are fundamentally important and Quilter
engages regularly with its regulators to
ensurebusiness is conducted in line with
theirexpectations and the evolving regulatory
framework.
– The Board Risk Committee monitors key
regulatory matters and areas of interest,
andreceives updates on the status of
materialregulatory relationships and
mattersunder discussion.
– Quilter routinely shares certain Board
andother relevant papers with the FCA
andthePRA.
– Certain Directors, Executive Committee
members and other senior leaders meet
regularly with our main UK regulators to
updatethem on key business developments
andchanges. Matters discussed in 2023
includeregulatory changes such as the
Consumer Duty and the Advice Guidance
Boundary review, DearCEO letters, changes
inthe Board and management governance
structure and the Odd-lot Offer. We also
responded to specific information requests
onspecific areas of our business.
– During the year the Directors oversaw and
guided the business on the conclusion of the
FCA enforcement investigation in relation to
certain defined benefit to defined contribution
(“DB to DC”) pension transfer advice by
Lighthouse Advisory Services Limited,
“Lighthouse”, prior to Quilter purchasing
Lighthouse. The FCA issued a public Final Notice
to Lighthouse, finding that it provided unsuitable
DB to DC pension transfer advice but imposed
no financial penalty. The FCA acknowledged in its
Final Notice decision that Quilter had provided
very high levels of co-operation in relation to
theFCA’s investigation and promptly paid
redress to customers.
– The Board received regular updates on
regulatory developments in 2023, including
inrelation to a number of Dear CEO letters
andFCA Portfolio Strategy letters.
– Management responded to a number of
consultations and discussion papers, including
inrelation to the Future Disclosure Framework,
updating and improving the UK regime for asset
management, Sustainability Disclosure
Requirements, a review of the Senior Managers
and Certification Regime and a review of
Solvency II: Adapting to the UK insurance market,
amongst others.
What was the result of this engagement?
– Consideration of the views and expectations
of our regulators were core to the Board’s
decision making during 2023, including our
preparations for the FCA’s Consumer Duty
regime that came into force in July 2023.
– The Directors considered their obligations
under the Consumer Duty. After approving
theimplementation plan, the Board monitored
the successful execution of it. The Board
hasappointed a Board level Consumer Duty
Champion to support the Chair, Chief
Executive Officer and the whole Board in
raising the Consumer Duty in all relevant Board
discussions and to challenge management
onembedding the Duty and focusing on
consumer outcomes and the prevention of
foreseeable harm. The Directors recognise
andsupport the regulators’ higher standards
of consumer protection and has enhanced
how Quilter protects vulnerable customers.
Regulators
24
Quilter plc Annual Report 2023

Responsible investment
Investing responsibly
The United Nations backed Principles for
Responsible Investment (“PRI”) define responsible
investment as a strategy and practice to
incorporate environmental, social and governance
(“ESG”) factors in investment decisions and active
ownership. We believe that incorporating ESG
factors into our investment decision-making
processes and exercising active ownership
through voting and engagement, helps mitigate
risk and identify potential opportunities.
Within our investment management businesses,
Quilter Investors and Quilter Cheviot, we have
dedicated teams focused on ESG integration and
active ownership, as well as investment teams
who manage our responsible and sustainable
investment solutions.
For more information on our approach
please visit: www.quilter.com/
investments/responsible-investment
Signatory to the United Nations
backedPrinciples for Responsible
Investment (“PRI”)
Quilter is a signatory to the PRI, which is a
globalnetwork organisation that works to:
– Understand the investment implications
ofESGfactors.
– Support its international network of investor
signatories in incorporating these factors into
theirinvestment and ownership decisions.
The annual assessment of how an organisation
implements responsible investment was reinstated
for 2022, and the Group completed this in August
2023 and received its outcomes in late 2023. The
Assessment Reports*, which are produced using
signatories’ reported information, relate to the
investment management activities within, Quilter
Investors and its investment solutions, and Quilter
Cheviot. For the 13 Modules completed, we
received a score above the PRI median for eight,
and a score below the median for five.
*
The Assessment Reports present information reported
directlyby signatories in the 2023 reporting cycle. This
information has not been audited by the PRI or any other
partyacting on its behalf.
UK Stewardship Code
Quilter is a signatory to the UK Stewardship
Code. In order to be a signatory, we submit a
report that outlines our stewardship activity
on behalf of our customers. Stewardship
includes engagement with the companies
and funds we invest in, using our voting rights
and the consideration of environmental,
social and governance factors within
investment decision making.
The report for 2023 will be submitted to the
Financial Reporting Council by 30 April 2024.
Priorities 2022-4 2023 progress Onward Priorities in 2024
Continue to support
customers, advisers
and colleagues to
engage with and
understand
responsible
investment
Ongoing internal training across
the business, as well as external
education and anti-greenwashing
training for advisers.
Developed an animation video
explaining responsible investment
to reach a wider audience.
Ongoing programme of
engagement with customers,
advisers and colleagues.
Launch of training focused on
helping our customers and
advisers navigate responsible
investment related regulatory
change.
Embed responsible
investment
practices where
relevant
Continued progress in identifying
customers’ responsible investment
preferences through advice and
suitability processes.
Continued enhancement
of data and systems to drive
efficiency and improve data quality
within our active ownership and
ESG integration activity.
Continue evolving our responsible
investment activities across the
business.
Deliver reporting in
line with regulatory
change
Delivered Quilter Life & Pensions
Limited entity and product
reporting.
Deliver Quilter Cheviot Limited and
Quilter Investors Limited entity and
product reporting.
Integrate Sustainability Disclosure
Requirements (“SDR”) across
Quilter where appropriate.
Ensure our
proposition caters
to the responsible
investment
preferences
of our customers
We paused development on
specific responsible or sustainable
products whilst awaiting the new
regulation, Sustainability Disclosure
Requirements.
Tracking the trend of customers’
responsible investment
preferences in order to identify the
areas of interest to develop our
proposition further.
11
Across Quilter Cheviot and Quilter Investors
we have 11 dedicated responsible investment
professionals, working in collaboration with other
teams within the businesses.
Strategic Report
Governance Report Other information
25
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Colleague engagement
In October 2023, we ran our second Quilter
sustainability survey to allow us to update our
office specific emission factors, thus enabling us
to produce more refined estimations for our
emissions from employee commuting for the
second year in a row. In the 2023 survey, we
modified the question set to be able to analyse
small habitual changes colleagues had made to
their behaviours. This highlighted where
colleagues had made incremental changes to
their journeys, and will help us understand,
going forward, the impact of our support for
colleagues. As a result of the colleague
feedback, we were able to make considered
adaptations of the office environment to make
sustainable behaviours easier, including
producing recycling guidance and education for
all offices, and increasing the promotion of
sustainable commuting initiatives. The feedback
helped create a focused plan of action for the
year ahead, and we intend to repeat this survey
annually to both track the impact of our
improvements and reflect on engagement.
To foster a culture of sustainable commuting,
we offer colleagues a range of benefits aimed at
enabling behaviour change for the better,
including an electric car salary sacrifice scheme,
free car sharing portal and electric charging on
site at our largest office. In 2023, we held six
bike doctor sessions in one of our locations,
enabling colleagues to have their bicycles
repaired and serviced whilst having the
opportunity to increase confidence in repairing
their bicycles themselves. Accessibility and
active transport opportunities are also
considered in the lease tendering process to
further enable a culture of sustainability.
Workspace optimisation
In working towards a more energy efficient
future, we have considered the workspaces
we have available to colleagues, ensuring they
are fit for purpose in line with the hybrid
working. We have optimised our office
spaces, analysing where space is required
and what this looks like in the new working
world, and have implemented energy
efficient upgrades within our offices where
possible, including LED lighting, improved
heating and ventilation systems and
improved insulation where needed. We are
also working together with the landlords of
our office locations to ensure the spaces are
suitable for a sustainable working culture and
factor in sustainability and environmental
credentials in our office acquisition process.
In addition to this, we are now incorporating
Green Lease clauses to new leases wherever
possible to minimise environmental impact.
Corporate sustainability
Sustainability in our operations
At Quilter, we believe in the importance of playing
our part in the global effort to create a more
sustainable world and consider our exposure to
climate-related risks. In 2023, we continued to act
and monitor impacts against our reduction target
for the emissions associated with our direct and
indirect operations (Scope 1 and 2) and began
engagement with suppliers to understand the
impact in this area further. Excluding our
investments, the biggest contributor to our
Scope 3 emissions is those associated with
third-party spend. In 2023, we developed and
implemented a supplier engagement strategy to
enable understanding of the trajectory of impact
from our spend. Continuing to engage and
monitor the impact of our suppliers will be a
priority in 2024 and we remain committed to
building out our approach further.
Further details can be found in our Task Force on
Climate-Related Financial Disclosures (“TCFD”)
report which is summarised on pages 28 to 30.
Priorities 2022-4 2023 progress Onward Priorities for 2024
Contribute to a just transition
to net zero by 2050
We developed and implemented a supplier
engagement strategy to enable understanding
of the trajectory of impact from our spend on
Purchased Goods and Services.
Setting targets for Purchased Goods and Services.
Establishing Climate Action Plans for the investments
we manage on behalf of our customers.
Enable our people to take
tangible action to address
the climate crisis
Implemented findings from the first colleague
sustainability survey.
Increased collaboration with facilities
department to ensure infrastructure for
culture change.
Engage with colleagues to inform and develop our
onward sustainability plans.
Assess the action required
ofQuilter on biodiversity
Assess Task Force for Nature-related Financial
Disclosures recommendations and determine actions.
26
Quilter plc Annual Report 2023

Quilter’s operational greenhouse gas emissions
Greenhouse gas emissions
Our 2023 Scope 1 and 2 emissions were
60.1% lower than the 2020 baseline indicating
good progress towards our reduction target of
80% by 2030. The primary driver of this was the
continued consideration of our office footprint
in relation to changing workspace demands.
Moving forwards, we anticipate a continuation
of incremental reductions year on year towards
our target. In 2023, we evaluated our
methodologies for calculating Scope 3
emissions for Purchased Goods and Services
and Employee Commuting, to make these more
granular, and as a result we have restated
figures below.
All figures presented have been calculated in line with the Greenhouse Gas (“GHG”) Protocol standards. Global emissions and energy
usage are inclusive of UK and offshore figures. Due to an update in our estimation methodology, there may be slight difference from
previously published figures.
1
Our data collection methodology is reliant on third parties supplying accurate data regarding our leased office space activity. In 2023,
we were able to gain better visibility of data regarding movements of refrigerants in our regional offices, leading to an increase of 51.4
t
CO
2
e in 2022.
2
We are continually seeking opportunities to source accurate data to avoid the need for estimations. This can lead to restatements
where data becomes available at a later date. In 2023, we were able to source a higher percentage of actual data from our leased
offices, enabling us to replace data estimated from previous years with accurate data supplied by landlords, thus causing a
restatement of emission and energy figures.
3
This is calculated as the total of Scope 1 and Scope 2 (location based) emissions.
4
Our disclosed Scope 3 emission metrics (excluding investments) contain some estimates and reliance on externally provided data.
Following refinements in methodologies and boundaries for accuracy in representation, we have restated our Purchased Goods and
Services figures for 2021 onwards, and our Employee Commuting emissions figures from 2020 onwards.
5
Our baseline year for Scope 3 has been set at 2021 due to insufficient granularity in data from our value chain in previous years.
6
Calculated as total operational emissions divided by the average number of FTE employees as at year-end. This metric is provided as
a comparison against other organisations.
All emissions data calculated according to the Greenhouse Gas (“GHG”) Reporting Protocol – Corporate Standard.
The GHG protocol categorises emissions according to ‘Scope’, as follows:
– Scope 1 (Direct GHG) These are emissions from sources that are owned or controlled by an organisation.
This includes fuel combustion on site e.g. gas boilers, fleet vehicles and air-conditioning leaks.
– Scope 2 (Energy – Indirect GHG) These are emissions from the consumption of purchased electricity, heat and steam, or other
sources ofenergy (e.g. chilled water) generated upstream from the organisation. For purchased electricity, organisations are
required toreport Scope 2 emissions according to a ‘location-based’ method and a ‘market-based’ method (see below):
– Scope 2 – Location-Based This reflects the average emissions intensity of grids on which energy consumption occurs
(usingmostly grid-average emission factor data).
– Scope 2 – Market-Based This reflects emissions from electricity that organisations have purposefully chosen and therefore
includes where they may have renewable energy contracts in place or generate their own energy.
– Scope 3 (value chain – indirect) These are all indirect emissions (not included in Scope 2) that occur in a company’s value chain,
including both upstream and downstream emissions (e.g. business travel, waste).
Due to data availability, Quilter’s calculations do not take into account the emissions generated by self-employed advisers
whouseourplatform or asset management services. Our Scope 3 disclosures do not include data for the impact generated
byourinvestments. There were no notable energy efficiency measures undertaken in 2023.
Our operational greenhouse gas emissions and energy use data (tCO
2
e)
Greenhouse gas emissions as at 31 December 2023 2022 Baseline
Scope 1 emissions
1
Global 307 438
UK 302 432
Scope 2 (location-based) emissions
2
Global 778 906
UK 729
858
Scope 2 (market-based) emissions Global 474 562
UK 399 477
Total Scope 1 & 2 emissions
3
Global 1,085 1,344 2,720
(Baseline: 2020) UK 1,031 1,290 2,573
Scope 3 emissions (excluding Investments)
4
Global 21,684 34,760 67,912
(Baseline: 2021)
5
UK 21,667
34,753 67,898
Total operational emissions Global 22,769 36,104
UK 22,699 36,043
Operational carbon intensity
(tCO
2
e per Full Time Equivalent (FTE))
6
Global 7.71 12.31
UK 7.77 12.41
Streamlined Energy and Carbon Reporting (SECR)
2
2023 2022
Global energy usage (kWh) 6,352,309 7,868,644
UK energy usage (kWh) 6,168,555 7,684,909
Breakdown of Scope 3 (excluding investments) emissions
The figures below represent the breakdown of our Scope 3 (excluding Investments)
emissions at a global level.
Greenhouse gas emissions as at 31 December 2023 2022 2021
Total Scope 3 (excluding investments) emissions 21,684 34,760 67,912
1. Purchased Goods and Services
4
18,667 31,903 65,019
3. Fuel and energy related emissions 61 72 114
5. Waste 4 5 8
6. Business travel 892
570
253
7. Employee commuting (including working from home)
4
1,868 1,995 2,299
8. Upstream Leased Assets 192 215 219
Strategic Report
Governance Report Other information
27
Quilter plc Annual Report 2023
Financial statements
Strategic Report

For accounting periods on or after the 1 January 2021, the FCA required premium listed companies,
suchas Quilter plc, to include a statement of consistency with the TCFD’s recommendations and
recommended disclosures within their Annual Report. Where the relevant disclosures are provided in
aseparate report, listed companies must provide a description of where that document can be found.
Whilst material and significant climate-related information can be found in the Annual Report, the
climate-related financial disclosures produced are fully consistent with the TCFD Recommendations and
Recommended Disclosures with the exception of metrics and targets (b) and (c) where we are partially
consistent are in a separate standalone report. The report is intended to supplement the Annual Report
and these disclosures as indicated in the cross references. This approach has been taken given the
significant length of the disclosures. See page 30 for more information.
Our 2023 Group TCFD report can be found here: plc.quilter.com/tcfd/
Theme TCFD recommended disclosure Our disclosure
Governance
Disclose the organisation’s
governance around climate-
related risks and opportunities
TCFD report pages:
10 to 14
– Describe the Board’s oversight of
climate-related
risks and opportunities.
– Describe management’s role in
assessing and managing climate-
related risks and opportunities.
The Board Audit Committee has been briefed on the approach for climate-related reporting and the Board Risk Committee has
reviewed climate related risks and opportunities during the year. Following challenge, the Board approved the TCFD report. The
TCFD Working Group is responsible forthe identification and assessment of climate-related risks and opportunities. Thegroup
comprises representatives from Responsible Investment, Risk, Finance and Corporate Sustainability. The TCFD Steering
Committee meets regularly to monitor and approve progress.
During 2023, Andrew McGlone (Chief Executive Officer at Quilter Cheviot and Quilter Cheviot Financial Planning) extended his
remit to be the executive sponsor for Corporate Sustainability and Responsible Investment across Quilter and chairs the TCFD
Steering Committee. Mark Satchel (ChiefFinancial Officer) was appointed the Senior Management Function (“SMF”) for the
oversight ofthe management of financial risks arising from climate change.
Strategy
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s
businesses, strategy, and
financial planning, where
suchinformation is material
TCFD report pages:
27
11 and 14
30 to 31
28 to 29
– Describe the climate-related risks
and opportunities the organisation
has identified over the short,
medium and longterm.
– Describe the impact of climate-
related risks and opportunities
onthe organisation’s businesses,
strategy, andfinancial planning.
– Describe the resilience of the
organisation’s strategy, taking
intoconsideration different
climate-related scenarios, including
a2°C or lower scenario.
We have disclosed how climate-related risks and opportunities are now incorporated as part of the business/
strategicplanning process.
We have created a new working group and we have reviewed our approach and have reconfigured this into three categories
which represent our business: operations, investments, and advice and distribution. This now includes the impact of climate-
related risks and opportunities within our advice and distribution business.
Climate-related risks and opportunities are considered at a Group and subsidiary level to inform our management of these.
– We have undertaken and disclosed a quantitative investment climate-related scenario analysis for our direct equity holdings
inQuilter Cheviot based on four different scenarios. This is based on actual holdings and will be undertaken on an annual basis.
This includes scenarios based on 1.5°C (orderly and disorderly), 2.0°C and 3.0°C.
– The qualitative operational climate-related scenario analysis included within the TCFD report is a long-term scenario and
therefore conclusions of these three scenarios are not expected to change significantly from year to year, unless there is a
significant change in the business or the external environment. For this reason, long-term scenarios will be considered
periodically, or following a significant change in the business or external environment.
In considering the impact of these climate-related risks through the climate scenario analysis we have performed; we believe
thatthese are currently not material to the Group. We have a strong and resilient balance sheet and sufficient capital and liquidity
to withstand all of the scenarios tested. However, the risks relating to financial emissions (investments) may increase over time,
hence we are working on Climate Action Plans for our investments.
Task Force on Climate-Related Financial Disclosures Statement
28
Quilter plc Annual Report 2023

Theme TCFD recommended disclosure Our disclosure
Risk management
Disclose how the organisation
identifies, assesses, and
manages climate-related risks
TCFD report pages:
33 to 34
18 and 27
– Describe the organisation’s
processes for identifying and
assessing climate-related risks.
– Describe the organisation’s
processes for managing climate-
related risks.
– Describe how processes for
identifying, assessing, and managing
climate-related risks are integrated
into the organisation’s overall risk
management.
Climate-related risks have been integrated into our Risk Management Framework, with responsible investment and corporate
sustainability incorporated into a refreshed risk taxonomy. Risks relating to climate change are identified, assessed and managed
usingthe risk management framework outlined in the risk review section.
Disclosure on how we manage climate-related risks and opportunities for our investments will be detailed in the entity reports for
Quilter Life & Pensions Limited, Quilter Cheviot Limited and Quilter Investors Limited.
To assess climate-related risks and opportunities we have considered four factors.
1) Timeframe: given the long-term trajectory of how we approach climate-related risks and opportunities we set these timeframes
toreflect this. Short term is 0-5 years, medium term 5-15 years, long term 15 years+.
2) Type of climate risk: transitional risk relates to the global transition to a lower carbon economy and physical risk is associated with
thephysical impacts of climate change.
3) Risk / opportunity type: idiosyncratic risk refers to implicit risks exclusive to a company. Systemic risk refers to broader trends that
could impact the overall market or sector. Opportunity: efforts to mitigate and adapt to climate change also produce opportunities
fororganisations, for example, through resource efficiency and cost savings, the adoption of low-emission energy sources, the
development of new products and services, access to new markets, and building resilience along the supply chain. Climate-related
opportunities will vary depending on the region, market, and industry in which an organisation operates.
4) Business area: Operations, Investments and Advice and Distribution.
Within operations we have considered risks relating to government policy, building maintenance, workplace (these are medium-term),
extreme weather (long-term) and Purchased Goods and Services (short-term).
For investments we have considered the following risks: government policy (medium-term), greenwashing (short-term), product and
strategy development (short and medium-term) and stranded assets (medium and long- term).
For advice & distribution we have considered the following risks: greenwashing (short-term) and advice & suitability processes (short-term).
In considering the impact of these climate-related risks we believe that these are currently not material to the Group. However, the risks
relating to financial emissions (investments) may increase over time, hence we are working on Climate Action Plans for our investments.
Metrics and targets
Disclose the metrics and
targets used to assess and
manage relevant climate-
related risks and opportunities
where such information is
material
TCFD report pages:
28 to 31
– Disclose the metrics used by the
organisation to assess climate-
related risks and opportunities
inline with its strategy and risk
management process.
– Disclose Scope 1, Scope 2, and if
appropriate, Scope 3 greenhouse
(“GHG”) emissions, and the related
risks.
– Describe the targets used by the
organisation to manage climate-
related risks and opportunities
andperformance against targets.
With regard to our operational activities, we:
– use greenhouse gas emission metrics to assess, monitor, and manage our exposure to climate-related reputational risks;
– have disclosed our Scope 1 and Scope 2 greenhouse gas emissions;
– have estimated our Scope 3 greenhouse gas emissions (excluding investments); and
– have a target to reduce our Scope 1 and Scope 2 greenhouse gas emissions by 80% by 2030, from a 2020 baseline.
The disclosure of Scope 1.2 and 3 (excluding investments) GHG emissions are contained within the operational greenhouse gas
emissions table on page 27.
From an investment perspective we have included the emissions relating to the direct equity investment held within Quilter Cheviot’s
centrally monitored universe. In 2024 we will be publishing Climate Action Plans for investments which will include metrics and
targets.
Strategic Report
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29
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Non-financial and
sustainability information
statement
The responsible investment, corporate
sustainability and Task Force on Climate-
Related Financial Disclosures Statement
sections from pages 26 to 30 constitutes
Quilter’s non-financial and sustainability
information statement which complies with
sections 414CA and 414CB of the Companies
Act 2006.
The table below sets out where to find details
on specific matters relevant to these requirements
within this section and elsewhere in our
Annual Report:
Reporting requirement
Page number(s)
Anti-bribery and corruption 22
Climate-related financial
disclosures (covering
s414CB(2A)(a)-(h))
28 to 30
Business model 13
Colleagues 18 and 19
Environmental matters 27 to 30
Human rights 21
Non-financial KPIs 15
Principal Risks 39 to 40
Social matters 20
Task Force on Climate-Related Financial Disclosures Statement continu ed
In producing the TCFD report, we have taken
into account the following guidance:
– The Financial Conduct Authority’s
ESG Sourcebook.
– TCFD all sector guidance as well as the
additional guidance for asset managers.
– The Financial Reporting Council’s review
of TCFD reporting.
This disclosure is consistent with the 11
recommendations set by the TCFD. Whilst we have
made good progress becoming consistent with
the TCFD Recommendations and Recommended
Disclosures, we are not yet able to disclose the
fullScope 3 (category 15) emissions for the Group
which relate to the investments we manageon
behalf of our customers. A significant proportion
of our investments are held in third-party funds,
and not all asset classes have relevant available
data, leading to gaps in the datathat we need to
produce accurate Scope 3 emissions, therefore,
the disclosures are partially consistent with the
TCFD recommendations.
We are working on a long-term solution to
produce better quality Scope 3 (category 15)
emissions data for the Group. This is part of the
Climate Action Plans for investments. Within the
TCFD report, we disclose the relevant metrics for
our centrally monitored direct equities held within
Quilter Cheviot Limited. Our product reports
disclose the required metrics in line with the ESG
Sourcebook and for 2023 these will be published
by 30 June 2024. Quilter does not engage in all the
activities linked to the categories as defined under
Scope 3 as outlined in the Greenhouse Gas
Protocol, and has reported figures for all relevant
and applicable categories excluding emissions
from investments. On the basis of this we believe
the disclosures are partially consistent with
metrics and targets (b) and (c).
30
Quilter plc Annual Report 2023

Review of financial performance
Overview
The Group achieved a strong improvement in
adjusted profit performance in 2023 against
thebackdrop of ongoing geopolitical and
macroeconomic uncertainty. Inflationary and
interest rates pressures continued to weigh
onconsumer confidence and disposable income,
resulting in a significant headwind to flows as
consumers held off on discretionary investment
and drew down on savings to service the
increased cost of debt.
The Group’s reported AuMA was £106.7 billion at
the end of the year, a 7% increase on the opening
position (2022: £99.6 billion), representing positive
market movements towards the year-end of
£7.0billion and net inflows of £0.1 billion. Average
AuMA of £102.1 billion for 2023 was 1% lower
thanprior year (2022: £102.8 billion). Adjusted
profit before tax increased by 25% to £167 million
(2022: £134 million) despite the subdued flow
environment, reflecting the continued delivery
ofcost management through our Simplification
programme and higher interest revenue earned
on cash and capital resources. This was partially
offset by a 3% decline in net management fee
revenue due to lower average AuMA and a 1 bp
decrease in revenue margin predominantly due
toplanned pricing reductions.
Alternative Performance Measures (“APMs”)
We assess our financial performance using a variety of measures including APMs, as explained further on
pages 174 to 175. In the headings and tables presented, these measures are indicated with an asterisk: *.
Key financial highlights
Quilter highlights 2023 2022
Assets and flows – core business
AuMA* (£bn) 103.4 96.2
Gross flows* (£bn) 11.1 10.4
Net inflows* (£bn) 0.8 2.1
Net inflows/opening AuMA* 1% 2%
Productivity: Quilter channel gross sales per Quilter Adviser* (£m)
1
2.8 2.3
Asset retention* 89% 92%
Assets and flows – reported
AuMA* (£bn) 106.7 99.6
Gross flows* (£bn) 11.2 10.5
Net inflows* (£bn) 0.1 1.8
Net inflows/opening AuMA* 0% 2%
Profit and loss
IFRS profit before tax attributable to shareholder returns (£m) 12 199
IFRS profit after tax (£m) 42 175
Adjusted profit before tax* (£m) 167 134
Operating margin* 27% 22%
Revenue margin* (bps)
2
47 48
Return on equity* 8.5% 7.0%
Adjusted diluted EPS* (pence) 9.4 7.9
Recommended total dividend per share (pence) 5.2 4.5
Basic earnings per share (pence) 3.1 12.2
Non-financial
Total Restricted Financial Planners (“RFPs”) in both segments
3
1,489 1,502
Discretionary Investment Managers in High Net Worth segment
3
174 179
1
Quilter channel gross sales per Quilter Adviser is a measure of the value created by our Quilter distribution channel.
2
Revenue margin includes interest income on customer cash and cash equivalents previously presented within “Other revenue”
andnow included within “Net management fees”.
3
Closing headcount as at 31 December.
Financial review
Mark Satchel
Chief Financial Officer
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Net inflows for the core business of £0.8 billion for 2023 were lower than the prior year (2022: £2.1
billion). Gross flows were 7% higher than the prior year at £11.1 billion (2022: £10.4 billion), whilst higher
outflows reflected increased levels of client drawdown to offset pressures from higher inflation and
interest rates coupled with market consolidation activity.
In the Affluent segment core business, net inflows in the Quilter channel of £1.6 billion were in line with
the comparative year. Gross flows of £3.6 billion were 12% higher than the prior year (2022: £3.2 billion),
demonstrating the continued strength of our integrated channel. We continued our focus on generating
back book transfers in 2023, with c.£750 million of assets under advice by Quilter Financial Planning
transferring onto our Platform from external platforms. Productivity, representing Quilter channel gross
sales per Quilter Adviser, increased to £2.8 million (2022: £2.3 million), in line with our objectives of
increasing alignment in our Advice business. Quilter channel gross outflows increased to£2.0 billion
(2022: £1.6 billion) primarily due to higher levels of client drawdown during the year.
The IFA channel on Quilter Investment Platform recorded gross inflows of £5.3 billion, up 7% year-on-
year (2022: £4.9 billion) reflecting our continued performance in gaining market share of new business
despite lower levels of new business flow across the industry. The Quilter Investment Platform continues
to maintain the leading market share of gross sales against our Retail Advised Platform peers, based
onthe latest available Fundscape data (Q3 2023). Net outflows of £0.2 billion (2022: net inflow of
£0.4billion) reflect higher levels of client led redemptions and headwinds from the impact of industry
consolidation. Our Platform has continued to win net positive flows from competitor platforms over
2023. Net inflows as a percentage of opening AuMA for the IFA channel on Quilter Investment Platform
was nil% (2022: 1%).
Fund flows via third-party platforms reported net outflows of £0.3 billion (2022: net outflows of
£0.6billion), predominantly due to planned fund closures.
Asset retention for the Affluent segment of 89% was below prior year (2022: 91%) due to increased
withdrawal activity, inflationary pressure and interest rate headwinds.
Within the High Net Worth segment, gross inflows of £2.2 billion were broadly in line with the previous
year (2022: £2.3 billion). Net flows were an outflow of £0.1 billion (2022: net inflow of £0.9 billion)
primarily due to the slowdown in IFA flows and a small number of larger charity and corporate account
losses, which were offset by steady net inflows from the Quilter channel. Asset retention fell
4percentage points to 91% (2022: 95%) reflecting the higher interest rate environment where some
clients have opted to redeem existing investments to repay debt obligations.
The Group’s core business AuMA ended the year at £103.4 billion, up 7% from the opening position
(2022: £96.2 billion), due to positive year-end market movements of £6.4 billion and net inflows of
£0.8billion. The Affluent segment AuMA increased by 8% to £77.5 billion (2022: £71.5 billion) of which
£25.5 billion is managed by Quilter, versus the opening position of £22.7 billion. The High Net Worth
Segment AuM was £27.0 billion, up 6% from the opening position of £25.5 billion, with all assets
managed by Quilter.
In total, £52.2 billion, representing 50% of core business AuMA, is managed by Quilter across the Group
(2022: £48.0 billion, 50%).
The Group’s revenue margin of 47 bps was 1 bp lower than the prior year (2022: 48 bps). For assets
administered within the Affluent segment, the revenue margin was 27 bps in line with prior year. The
revenue margin on assets managed in the Affluent segment decreased by 6 bps to 41 bps as a result
ofproduct mix changes, the planned reprice of the Cirilium Active range that occurred at the end of
thefirst quarter of 2023, and the introduction of AuM scale discounts in the second half of the year.
TheHigh Net Worth segment’s revenue margin decreased by 1 bp to 71 bps primarily due to lower
commission revenue, partially offset by revenue from interest margin generated on client balances.
Adjusted profit before tax increased by 25% to £167 million (2022: £134 million). Net management fees
of £477 million were lower by 3% (2022: £490 million) primarily as a result of a decline in average AuMA
year-on-year of 1% to £102.1 billion (2022: £102.8 billion) and the planned reduction in net management
fee margins. Interest revenue generated on client funds included within net management fees were
£23million (2022: £7 million). Other revenue of £86 million decreased by 14% (2022: £100 million)
reflecting lower mortgage and protection business levels, reduced activity within the market and slightly
lower adviser headcount.
Investment revenue increased from £16 million in 2022 to £62 million in 2023, due to an increase in
interest income earned on shareholder cash and capital resources. This level of resources is expected
togradually decline as a result of investment in the business and planned spend on business
transformation. Operating expenses decreased by 3% on the prior year to £458 million (2022: £472 million)
primarily due to continued strong cost management, lower FSCS levies and Simplification cost initiative
savings offset by higher inflation. The Group operating margin improved by 5 percentage points to 27%
(2022: 22%).
The Group’s IFRS profit after tax was £42 million compared to £175 million for 2022. The year-on-year
decrease in IFRS profit is largely attributable to variances in policyholder tax outcomes which moved
toan expense of £76 million in 2023 (due to net market gains) from a credit of £134 million (due to net
market declines) in 2022.
Adjusted diluted earnings per share increased 19% to 9.4 pence (2022: 7.9 pence).
Financial review continued
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Financial statements
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Total net revenue*
Total net revenue
2023 (£m) Affluent
High
Net Worth Head Office Quilter plc
Net management fee*
1
292 185 – 477
Other revenue* 70 20 (4) 86
Investment revenue* 31 6 25 62
Total net revenue* 393 211 21 625
Total net revenue
2022 (£m) Affluent
High
Net Worth Head Office Quilter plc
Net management fee*
1
300 190 – 490
Other revenue* 79 21 – 100
Investment revenue* 8 1 7 16
Total net revenue* 387 212 7 606
1
Net management fee includes the interest earned on client holdings in Quilter Cheviot and Quilter Investment Platform.
Total net revenue for the Affluent segment was £393 million, an increase of 2% year-on-year (2022: £387
million). Net management fees of £292 million were 3% lower than the prior year (2022: £300 million),
primarily due to lower average AuMA, the Cirilium Active reprice and the introduction of AuM scale
related discounts. A revised Platform pricing policy was introduced in the second half of the year,
coupled with an interest sharing arrangement on cash balances held on the Platform. Interest margin
generated on cash balances held on the Platform reported within net management fees, amounted to
£10 million in 2023 (2022: £nil million). Other revenue predominantly reflects our share of income from
the provision of advice within Quilter Financial Planning. Recurring charges and fixed fees were lower
than the prior year, predominantly as a result of lower average levels of assets under advice and reduced
volumes of new mortgage business. Investment revenue of £31 million (2022: £8 million) represents
interest earned on shareholder capital held to meet the regulatory capital requirements of the business.
Total net revenue in the High Net Worth segment was broadly unchanged at £211 million (2022: £212
million). Net management fees, which include interest margin earned on cash balances of £13 million
(2022: £7 million), were 3% lower at £185 million (2022: £190 million) largely due to lower average AuM.
Investment revenue of £6 million earned on regulatory capital to support the business (2022: £1 million)
was higher than prior year due to higher interest rates. Other revenue of £20 million (2022: £21 million),
predominantly reflects revenue generated in Quilter Cheviot Financial Planning, and was broadly in line
with prior year.
Operating expenses*
Operating expenses decreased by 3% to £458 million (2022: £472 million). Our focus on embedding
sustainable cost savings through business simplification activities enabled us to achieve a lower cost
base whilst absorbing significant inflationary headwinds.
Operating expense split (£m)
2023 2022
Operating
Expenses
As a
percentage
of revenues
Operating
Expenses
As a
percentage
of revenues
Support staff costs 115 118
Operations 21 22
Technology 32 35
Property 30 31
Other base costs
1
29 30
Sub-total base costs 227 36% 236 39%
Revenue-generating staff base costs 96 15% 92 15%
Variable staff compensation 74 12% 75 12%
Other variable costs
2
45 7% 46 8%
Sub-total variable costs 215 34% 213 35%
Regulatory/professional indemnity costs 16 3% 23 4%
Operating expenses* 458 73% 472 78%
1
Other base costs includes depreciation and amortisation, audit fees, shareholder costs, listed Group costs and governance.
2
Other variable costs includes FNZ costs, development spend and corporate functions variable costs.
Total base costs reduced by 4% to £227 million (2022: £236 million). Base costs as a percentage of
revenues reduced 3 percentage points to 36% (2022: 39%). This reduction reflects the impact of the
Business Simplification programme which continued to deliver sustainable savings across support staff,
operations, technology and property. This is partially offset by the impact of inflation during the year.
Revenue-generating staff base costs increased by 4% to £96 million (2022: £92 million) and remain
atasimilar proportion of revenues as we continue to invest in our people and proposition across
ourbusiness segments to drive growth.
Variable staff compensation of £74 million were at a similar level to 2022 (2022: £75 million).
Other variable costs remained stable at £45 million (2022: £46 million) with increased development
spend, which includes costs associated with enhancing our proposition and the implementation of
regulatory change such as the FCA’s Consumer Duty, offset by lower operating expenses associated
withour Platform.
Regulatory and professional indemnity costs decreased by 30% to £16 million (2022: £23 million)
predominantly reflecting the lower industry FSCS Levy in 2023. We expect these costs to increase
againin 2024 and 2025.
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Financial review continued

Financial review continued
Taxation
The UK corporation tax rate increased to 25% from 19% on 1 April 2023, resulting in a UK blended
corporate tax rate of 23.5% for the 2023 financial year. The effective tax rate (“ETR”) on adjusted profit
before tax was 23% (2022: 14%). The Group’s ETR is broadly in line with the UK blended corporation tax
rate of 23.5% and there are no material movements for the year. The Group’s ETR is dependent on a
number of factors, including future changes in the UK corporation tax rate.
The Group’s IFRS income tax expense was a charge of £46 million for the year ended 31 December 2023,
compared to a credit of £110 million for the prior year. The income tax expense or credit can vary
significantly year-on-year as a result of market volatility and the impact market movements have on
policyholder tax. The recognition of the income received from policyholders to fund the policyholder tax
liability (which is included within the Group’s IFRS revenue) can vary in timing to the recognition of the
corresponding policyholder tax expense, creating volatility to the Group’s IFRS profit or loss before tax
attributable to shareholder returns. An adjustment is made to adjusted profit before tax to remove
these distortions, as explained further on page 35 and in note 7(b) to the consolidated financial
statements.
Business Simplification
At our Capital Markets Day in November 2021, we announced a target of £45 million of annualised
run-rate savings by the end of 2024. We delivered this a year early. As announced at the half-year results
in 2023, the Group expects to achieve a further £50 million of annualised run rate savings by the end
of2025. Approximately £8 million of these additional savings were achieved during 2023 on a run-rate
basis.
As at 31 December 2023, the Simplification programme had delivered £53 million of annualised run-rate
savings. An incremental £30 million of annualised run-rate savings were achieved during 2023 largely
through the continued rationalisation of the Group’s technology and property estates together with a
reduction in support costs as we simplify our structures and organisation to support our two business
segments, Affluent and High Net Worth. During 2023, the Group spent £25 million on Simplification
initiatives (2022: £17 million). The implementation costs to deliver the remaining annualised run-rate
savings are estimated to be £78 million.
Lighthouse Defined Benefit to Defined Contribution (“DB to DC”) pension transfer
adviceprovision
As reported previously, a provision was recognised in relation to DB to DC pension transfer advice
provided by Lighthouse advisers prior to our acquisition of Lighthouse and their subsequent
transitioning to our systems.
In 2020, the FCA commenced an enforcement investigation and required Lighthouse to commission a
skilled person review in relation to certain DB to DC pension transfer advice by Lighthouse. The skilled
person’s review concluded in December 2022 and, in May 2023, the FCA issued a public Final Notice to
Lighthouse setting out its findings. The FCA found that Lighthouse had provided unsuitable DB to DC
pension transfer advice but imposed no financial penalty on Quilter. The FCA agreed that the remaining
review work can be conducted as a Group-managed past business review. At 31 December 2023, a
provision of £6 million (2022: £5 million) remains for the potential redress of DB to DC pension transfer
cases as part of the Group-managed past business review.
Reconciliation of adjusted profit before tax* to IFRS profit
Adjusted profit before tax represents the Group’s IFRS profit, adjusted for specific items that
management considers to be outside of the Group’s normal operations or one-off in nature, as detailed
on page 120 in the consolidated financial statements. The exclusion of certain adjusting items may result
in adjusted profit before tax being materially higher or lower than the IFRS profit after tax.
Adjusted profit before tax does not provide a complete picture of the Group’s financial performance,
which is disclosed in the IFRS consolidated statement of comprehensive income, but is instead intended
to provide additional comparability and understanding of the financial results.
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Quilter plc Annual Report 2023
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Reconciliation of adjusted profit before tax to IFRS profit after tax (£m) 2023 2022
Affluent 124 105
High Net Worth 41 45
Head Office 2 (16)
Adjusted profit before tax* 167 134
Adjusting items:
Impact of acquisition and disposal-related accounting (39) (42)
Business transformation costs (28) (30)
Finance costs (19) (10)
Customer remediation (6) 12
Voluntary customer repayments - (6)
Exchange rate movement (ZAR/GBP) (2) 4
Policyholder tax adjustments (62) 138
Other adjusting items 1 (1)
Total adjusting items before tax (155) 65
Profit before tax attributable to shareholder returns 12 199
Tax attributable to policyholder returns 76 (134)
Income tax (expense)/credit (46) 110
IFRS profit after tax 42 175
The impact of acquisition and disposal-related accounting costs of £39 million (2022: £42 million) include
amortisation of acquired intangible assets.
Business transformation costs of £28 million were incurred in 2023 (2022: £30 million). Simplification
costs, as already noted in this financial review, amounted to £25 million for 2023 (2022: £17 million).
The customer remediation expense of £6 million in 2023 (2022: income of £12 million) reflects an
estimate of redress payable and additional legal, consulting and other costs in 2023 related to the
Group-managed past business review of Lighthouse. In 2022, insurance proceeds in relation to claims in
respect oflegal liabilities arising in connection with Lighthouse’s DB to DC pension transfer advice cases
were received, contributing £12 million to the Group’s profit before tax. These impacts are excluded
from adjusted profit on the basis that the advice activities to which the charge and benefit relates were
provided prior to the Group’s acquisition of the business.
Exchange rate movements for 2023 were an expense of £2 million (2022: £4 million income) which relate
to foreign exchange movement on cash held in South African Rand in preparation for payments to
shareholders.
Policyholder tax adjustments to adjusted profit were a credit of £62 million for 2023 (2022: charge of
£138 million) in relation to the removal of timing differences arising from market volatility that can, in
turn, lead to volatility in the policyholder tax charge between years. The recognition of the income
received from policyholders (which is included within the Group’s IFRS revenue) to fund the policyholder
tax liability can vary in timing to the recognition of the corresponding tax expense, creating volatility
tothe Group’s IFRS profit before tax.
Cash generation*
Cash generation measures the proportion of adjusted profit after tax that is recognised in the form of
cash generated from operations. The Group achieved a cash generation rate of 82% of adjusted profit
after tax over 2023 (2022: 75%).
Review of financial position
Capital and liquidity
Solvency II
The Group’s Solvency II surplus is £972 million at 31 December 2023 (31 December 2022: £820 million),
representing a Solvency II ratio of 271% (31 December 2022: 230%). The Solvency II information for the
year to 31 December 2023 contained in this results disclosure has not been audited.
The Group’s Solvency II capital position is stated after allowing for the impact of the foreseeable
dividend payment of £50 million (31 December 2022: £45 million).
Group Solvency II capital (£m)
At
31 December
2023
1
At
31 December
2022
2
Own funds 1,540 1,451
Solvency capital requirement (“SCR”) 568 631
Solvency II surplus 972 820
Solvency II coverage ratio 271% 230%
1
Filing of annual regulatory reporting forms due by 17 May 2024.
2
As reported in the Group Solvency and Financial Condition Report for the year ended 31 December 2022.
The 41 percentage point increase in the Group Solvency II ratio from the 31 December 2022 position
isdue to a number of favourable developments including the reduction to risk margin as a result of
changes to the UK Solvency II rules, positive market variances, business initiatives, and the surpluses
recognised by the asset management and advice businesses. The increase in solvency is partly offset
bythe effect of dividends to shareholders and the capital movements associated with the Odd-lot Offer.
Composition of qualifying Solvency II capital
The Group’s own funds include the Quilter plc issued subordinated debt security which qualifies as
capital under Solvency II. The composition of own funds by tier is presented in the table below.
Group own funds (£m)
At
31 December
2023
At
31 December
2022
Tier 1
1
1,336 1,249
Tier 2
2
204 202
Group Solvency II own funds 1,540 1,451
1
All Tier 1 capital is unrestricted for tiering purposes.
2
Comprises a Solvency II compliant subordinated debt security in the form of a Tier 2 bond, which was issued at £200 million in
January 2023.
The Group SCR is covered by Tier 1 capital, which represents 235% of the Group SCR of £568 million.
Tier 1 capital represents 87% of Group Solvency II own funds. Tier 2 capital represents 13% of Group
Solvency II own funds and 21% of the Group Solvency II surplus.
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Financial review continued

Final Dividend
The Quilter Board recommended a Final Dividend of 3.7 pence per share at a total cost of £50 million.
Subject to shareholder approval at the 2024 Annual General Meeting, the recommended Final Dividend
will be paid on Tuesday 28 May 2024 to shareholders on the UK and South African share registers on
Friday 19 April 2024 (the “Record Date”). For shareholders on our South African share register, a Final
Dividend of 89.02751 South African cents per share will be paid on Tuesday 28 May 2024, using an
exchange rate of 24.06149.
Holding company cash
The holding company cash statement includes cash flows generated by the three main holding
companies within the business: Quilter plc, Quilter Holdings Limited and Quilter UK Holding Limited.
Theflows associated with these companies will differ markedly from those disclosed in the statutory
statement of cash flows, which comprises flows from the entire Quilter plc Group including policyholder
movements.
Holding company cash (£m) 2023 2022
Opening cash at holding companies at 1 January 392 756
Return of capital to shareholders – (328)
Share repurchase and Odd-lot Offer (14) (28)
Cost of disposal of Quilter International – (23)
Single Strategy business sale – price adjustment provision (4) –
Debt issuance costs (2) –
Dividends paid (65) (78)
Net capital movements (85) (457)
Head Office costs and Business transformation funding (43) (52)
Net interest received 13 4
Finance costs (18) (9)
Net operational movements (48) (57)
Cash remittances from subsidiaries 176 163
Capital contributions, loan repayments and investments (86) (15)
Other net movements – 2
Internal capital and strategic investments 90 150
Closing cash at holding companies at the end of the year 349 392
Net capital movements
Net capital movements in the year totalled an outflow of £85 million. This includes £65 million of
dividend payments made to shareholders and £14 million relating to the Odd-lot Offer, £2 million
relating to the issuance of new debt, plus £4 million in final settlement following the disposal of the
Single Strategy business.
Net operational movements
Net operational movements were an outflow of £48 million for the year, which includes £43 million
ofcorporate and transformation costs, finance costs of £18 million relating to coupon payments on
theTier 2 bonds and non-utilisation fees for the revolving credit facility, and £13 million of net interest
received on money market funds, Group loans and cash holdings.
Internal capital and strategic investments
The net inflow of £90 million is principally due to £176 million of cash remittances from the trading
businesses, partially offset by £86 million of capital contributions to support business operational
activities and further investment in the underlying business.
Mark Satchel
Chief Financial Officer
Financial review continued
36
Quilter plc Annual Report 2023
Strategic Report
Governance Report Other information
36
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Introduction
The external environment has remained
challenging throughout 2023 with continued cost
of living pressures faced by UK households and
ongoing geopolitical tensions. With this backdrop,
effective risk management remains key to
generating value safely to support Quilter in
managing through these difficult times.
Quilter has remained focused on its strategic
priorities and successfully implemented the
newConsumer Duty requirements in July 2023,
embedding higher and clearer standards of
consumer protection across our products
andservices.
My arrival as the new Chief Risk Officer in April
2023 provided an opportunity to further evolve
the Risk Management Framework, strengthening
the links between the component parts of the
framework to support a clear focus on the right
risks in the most efficient and effective manner
inorder to prevent harm. This supports Quilter’s
continued drive to embed a strong risk culture
within the business, becoming more data-led and
evidence driven in its risk approach and analysis,
and ensuring lessons are learnt when risks
crystallise. A strong and embedded risk culture
isvital in ensuring that Quilter’s risk profile
isunderstood across the business in order
toensure that decisions are risk-based.
Risk management framework
Quilter’s Risk Management Framework has been refined to enable the development of a more data-led
risk intelligence strategy that enables the firm to take a more quantitative approach to the
understanding and management of risks. This supports the evaluation and management of business
opportunities, uncertainties and threats in a structured and disciplined manner.
Oversight
Quilter’s governance structure has been reviewed
and streamlined to facilitate risk-based
discussions and decisions and toensure that
effective actions are taken, removing duplication
and complexity where appropriate. Quilter’s risk
policy framework will be reviewed in 2024 to
ensure that it aligns with our revised risk
taxonomy and providing staff with further clarity
on how to manage key risks.
Insight
Quilter uses a combination of key risk indicators
and operational risk data to measure and manage
key risks in line with appetite. Risk insight and
analytics help us to monitor and act upon changes
to the firm’s risk profile and inform risk-based
decisions.
Harm
Systems and Controls
Communication, Education, Training and Guidance
Culture
Harm to Client Harm to Firm Harm to Market
Insight
(Management
Information and
Analytics)
Oversight
(Governance)
Past
(Incidents)
Boards and
Committees
Present
(Risk Profile)
Future
(Predictor Events)
Roles and
Delegated
Authority
Policies
Risk
Identification
Risk
Appetite
Risk
Analysis
Assess
Controls
Additional
Actions
Reporting
Risk
Management
Methodology
Risk review
Priti Verma
Chief Risk Officer
Governance Report Other information
37
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Business strategy
andperformance
We aim to ensure the business pursues sustainable and
responsible growth and profitability in line with strategic priorities
to enhance shareholder value.
Business operation
We aim to maintain an appropriately controlled and resilient
operating environment, both internally and through our critical
outsourced service providers, which is proportionate to the
nature, scale and complexity of our business to ensure good
customer outcomes.
Technology
andsecurity
We aim to manage the availability, integrity, functionality and
security of our critical business processes, supporting systems
and data, both internally and where managed by third parties. We
acknowledge that moderately disruptive business or technology/
security events will occur but aim to minimise their impact within
pre-agreed thresholds designed to protect our customers.
Customer and
product proposition
We aim to avoid foreseeable harm to clients, reputational issues
and financial loss through ensuring that products and services are
appropriately designed and maintained. We ensure that our advice
proposition and the way that products and services are distributed
is aligned to their target market, suitable to customer needs and
delivers good customer outcomes.
Regulatory,
taxandlegal
We aim to maintain appropriate relationships with our regulators,
comply with all relevant rules and legislation, and adopt a
proportionate approach to the interpretation of rules and
guidance that reflects the intent of the rules and protects against
foreseeable harm to clients, firm and wider market.
People
We aim to attract and retain sufficient competent and diverse
resource which is aligned to the business strategy. We aim to
foster a positive and open culture where staff feel supported
andable to speak up.
Risk management methodology
Risk identification
The Quilter plc Board 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 the risks that could lead to
potential harm to customers. In 2023, the Quilter
Board agreed a revised set of Level 1 and
underlying Level 2 risk categories which describe
the key risks that Quilter is exposed to. Risk
identification is carried out throughout the
business, through regular reviews, and when
changes to operating model, or new products and
services are introduced, or a significant internal
orexternal event is experienced, all of which is
challenged and overseen by the second line.
Risk appetite
Risk appetite statements have been refreshed for
the material risks that Quilter faces, which define
the amount of risk the Board is willing to take in
the pursuit of our strategic priorities. This risk
appetite approach is applied consistently across
Quilter, with Level 1 statements being supported
by a series of more granular risk appetite
statements and measures at Level 2. Quilter’s
position against risk appetite is measured on a
regular basis through the monitoring of underlying
key indicators and management information
reported to the Board. The Board expects
management to maintain controls to ensure that
risk exposures remain within appetite, or where
indicators show Quilter is outside of risk appetite,
to put in place actions to reduce exposure to
acceptable levels. Quilter’s risk appetite
statements for Level 1 risk categories are shown
inthe table on the right.
Risk analysis
All material risks are assessed to consider their
likelihood of occurrence and potential impact on
Quilter’s business. This includes the assessment
and quantification of potential harms to customers,
Risk review continued
the firm and the wider market. This analysis
informs Quilter’s capital and liquidity requirements
through the Internal Capital Adequacy and Risk
Assessment (“ICARA”) and Own Risk and Solvency
Assessment (“ORSA”). We perform a range of stress
tests and scenarios, covering a broad range of
potential events, including; market stresses, events
which could damage Quilter’s reputation, and
operational risk events.
Assess controls
Effective controls are essential for either
supporting prevention of risks, or mitigating the
effects once a risk has crystallised. We assess
theeffectiveness of our controls through Risk and
Control Self Assessments (bottom up risk maps)
which are facilitated by our risk management
system and challenged by the second line.
Additional actions
Where there are differences between residual
riskassessment and our risk appetite and it is
notpossible to further mitigate the risk, we take
appropriate action to either accept, transfer or
avoid the risk, or will reassess the risk appetite if
appropriate. Remedial action tracking is facilitated
and monitored through our risk management
system and is regularly monitored and reported.
Reporting
The Quilter Group Executive Risk Management
Committee is the primary committee overseeing
the risk profile of Quilter. This committee is
chaired by the Quilter Chief Risk Officer, with
representation from across Quilter. Ongoing
oversight of the risk profile and of risk
management arrangements is undertaken by the
Board Risk Committee, with relevant matters also
being considered by the Board. On a quarterly
basis, the Quilter Chief Risk Officer formally
reports the second line perspective on the risk
profile of the firm, performance against risk
appetite and perspectives on the effectiveness
ofmanagement responses.
Risk appetite statements
38
Quilter plc Annual Report 2023

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.
Principal risks and uncertainties
Business
strategy and
performance
Quilter’s principal revenue streams are related to the value of assets under
management and, as such, Quilter is exposed to the condition of global economic
markets. Geopolitical risk remains high due to ongoing conflicts in Ukraine and
theMiddle East.
Throughout 2023, external economic conditions have remained challenging and
thishas impacted flows, AuMA and revenues.
Quilter has continued on its transformation journey during 2023, through strategic
initiatives relating to business efficiency, cost reduction and proposition enhancement.
Quilter’s focus is to maintain pace of strategic delivery and agility in order to continue
toprovide a compelling proposition in a rapidly changing industry.
Risk owner:
Chief Executive Officer
Chief Financial Officer
Mitigation in 2023
– Continued successful cost reduction and maintenance of operating
margin within target.
– Initiation of Wealth and Advice transformation programmes.
– Launch of the Quilter Partners initiative.
Planned and ongoing activity
– Activities to support adviser and investment manager retention.
– Further enhancement of adviser and investment manager services.
– Ongoing management and delivery of business transformation
programmes.
Risk
trend:
Business
operation
Operational complexity and the efficacy of controls and processes related to the
day-to-day running of the business pose an inherent risk to Quilter. This includes those
processes which have been outsourced to third parties and where oversight is critical
for Quilter to gain assurance over activities delegated outside of its direct control.
Quilter’s operations provide services to customers and, as such, need to be effective
and resilient to ensure that good customer outcomes are delivered and maintained.
Quilter has continued to work towards simplifying its operational environment,
particularly in the Affluent segment where team synergies are being harnessed to
support a reduction in duplication, inconsistency and complexity.
Risk owner:
Chief Operating Officer
Chief Financial Officer
Mitigation in 2023
– Ongoing business simplification activity.
Planned and ongoing activity
– Operational transformation programme to further align and
streamline operational processes across the Affluent segment.
– Stress-testing activities and development of playbooks for
significant resilience events.
Risk
trend:
Technology
and security
A stable, reliable and up-to-date technology environment underpins the delivery of our
services to customers and advisers and ensures that Quilter has technical resilience
proportionate to its risk appetite. Disruption to the stability and availability of Quilter’s
technology, or that of its third parties, could result in damaging service outages and
apotential breach of impact tolerances for Quilter’s Important Business Services.
Therisk of an information security incident is a constant and evolving risk which has
thepotential to impact Quilter’s reputation, regulatory standing, and the services
itprovides to customers. During 2023, Quilter completed the technical transition
ofthepreviously divested Quilter International business, and as a result reduced the
complexity of Quilter’s technical estate which drives an improved outlook for this risk.
Risk owner:
Chief Operating Officer
Mitigation in 2023
– Transfer of legacy infrastructure following the sale of the
International business.
Planned and ongoing activity
– Ongoing activity to modernise and simplify our IT estate.
– Implementation of enhanced supplier management framework
toensure consistent technical and security oversight of Quilter’s
suppliers.
– Continued improvement of Information Security controls in
response to Quilter’s threat analysis and an ever-changing external
threat landscape.
Risk
trend:
Risk trend key
Stable
Decreasing Increasing
Governance Report Other information
39
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Risk review continued
Customer
and product
proposition
Quilter’s purpose is underpinned by having a suite of product propositions which drive
good customer outcomes and processes in place to ensure that foreseeable harm is
identified and addressed. Delivery of quality advice, including the delivery of ongoing
servicing and a high level of adviser conduct and competency, is essential. A lack of
robust oversight by Quilter could lead to delayed identification of unsuitable advice or
products resulting in poor outcomes for customers. As such, Quilter continually looks
to improve its control environment in relation to the oversight of advice and remains
focused on ensuring that products and services are designed and maintained in line
with the Consumer Duty.
Risk owner:
Chief Distribution
Officer
Quilter Cheviot Chief
ExecutiveOfficer
Mitigation in 2023
– Defined benefit transfer advice remediation activity close to
completion in compliance with the FCA published section 404
compensation scheme.
– Reprice of the Quilter Platform.
– Reprice of the Cirilium fund range.
Planned and ongoing activity
– Continue to strengthen financial advice processes and supporting
controls.
– Continued evolution of the proposition with a focus on our cash
and retirement propositions.
Risk
trend:
Regulatory,
tax and legal
Quilter is subject to conduct and prudential regulation in the UK, provided by the FCA
and PRA and in the other jurisdictions in which it operates. This includes the Consumer
Duty, which sets ahigher standard of consumer protection in financial services. Quilter
is also subject to the privacy regulations enforced by the Information Commissioner’s
Office and international equivalents. Quilter faces risks associated with compliance with
these regulations, and changes toregulation or regulatory focus in the markets in which
Quilter operates and other statutory requirements. Failure to manage regulatory, tax
orlegal compliance effectively could result incensure, fines or prohibitions which could
impact business performance and reputation.
Risk owner:
Chief Risk Officer
Chief Financial Officer
Mitigation in 2023
– Successful implementation of activity to meet the Consumer Duty.
– Enhanced Risk Management framework.
– Refreshed approach to Compliance monitoring programme.
Planned and ongoing activity
– Ongoing activity to embed compliance with the Consumer Duty.
– Delivery of refreshed Compliance monitoring programme.
– Ongoing regulatory engagement management and regulatory
horizon scanning.
Risk
trend:
People
Quilter is reliant on its talent to deliver its service to customers and to drive
strategic enhancements. Failure to attract and retain talented and diverse
colleagues can result in impacts to Quilter’s strategy and business growth.
Acompetitive labour market and a high inflation environment has resulted
inachallenging environment for staff retention during 2023.
Risk owner:
HR Director
Mitigation in 2023
– Review of Quilter’s People Strategy 2023-2025 to ensure it remains
relevant to the changing needs of the business and its employees.
– Dependency and resource mapping to 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’.
Risk
trend:
40
Quilter plc Annual Report 2023

Geopolitical
landscape
Conflicts and
political instability
impact market risk,
client sentiment
andtherefore
strategic risk.
The UK General Election is likely to be held during 2024. Whilst party
policies have not yet been defined nor an election date agreed, we
recognise that any change in UK Government is likely to have some
impact on customers’ circumstances and may therefore affect attitudes
toward financial investments.
Shifts in the global political landscape are also expected in the near
term. While the Ukraine crisis and conflict in the Middle East continue,
the global economic impacts may be increased by elections in the US,
Russia, Ukraine and Taiwan.
Cyber threats
Malicious attempts
by individuals or
organisations to
access, damage or
disrupt networks.
There is increased malicious cyber activity in conflict zones and around
upcoming elections. The rapid growth of artificial intelligence is likely
toincrease the nature and sophistication of attacks.
Disruptive
competition
andtechnology
New technologies
and changes in
thecompetitive
landscape increase
margin pressure.
The potential entrance of “big tech” firms into financial service delivery,
coupled with the white labelling of platforms and the alignment of
private equity firms could see competitors acquire skills and
technology, accelerating their digital capabilities. This, alongside
advancements in Digital/Hybrid Advice, could see new players in the
already highly competitive market, having the potential to erode
Quilter’s market share and increase fee pressure across the value chain.
Generational
shifts
Ageing
populationand
intergenerational
wealth transfer
changes customer
expectations.
A significant proportion of UK household wealth is held by the over 45s.
The likelihood of intergenerational inequality increases as this population
engages in inheritance planning and institutions (employers, the State and
financial service providers) transfer pensions risk to individuals. Attitudes
towards wealth management are shifting, with younger generations being
increasingly attracted by digital propositions and by funds with greater
positive social and environmental impacts. These trends present both
opportunities and threats to Quilter in the form of changing consumer
demands and expectations.
Advice
evolution
Changes in advice
market impacting
margin risk.
Increased demand from younger generations for digital propositions and
Digital/Hybrid advice, and the potential increase in advice accessibility as
aresult of the FCA consultation on Advice Guidance Boundary, presents
opportunities and threats for the advice market as consumers demand
more advice at lower cost. Adviser consolidation is likely to continue, given
the Consumer Duty and the ageing demographic of financial advisers,
provided the macroeconomic landscape is relatively stable.
Climate
change
Transitional and
physical risks.
To avoid a climate catastrophe, global emissions must reach net-zero by
2050. The speed of this transition to a greener economy impacts certain
sectors and financial stability. For Quilter’s customers, this is likely to
impact the desirability of investment in sectors such as coal, oil, gas and
manufacturing. Opportunities exist in the shift to a greener economy.
Physical climate risks continue to crystallise and are expected to become
more extreme and more frequent in future, threatening the stability of the
UK’s infrastructure. This poses challenges toboth Quilter’s and its critical
third parties’ operations which must be considered as part of operational
resilience planning.
Within Quilter, we monitor risks which are less certain in terms of timescales and impacts. This
assessment is carried out regularly and the emerging risk profile is subject to regular review by
management committees and the Board. The identification of these risks contributes to our stress
andscenario testing, feeding into our strategic planning process. The table below sets out the most
significant emerging risks to Quilter.
Emerging risks
Governance Report Other information
41
Quilter plc Annual Report 2023
Financial statements
Strategic Report

Risk management and
internalcontrol
The Directors are responsible for ensuring that
management maintains an effective system of
riskmanagement and internal control and for
assessing its effectiveness. Such a system is
designed to identify, evaluate and manage,
ratherthan eliminate, the risk of failure to achieve
business objectives and can only provide
reasonable and not absolute assurance against
material misstatement or loss.
Quilter is committed to operating within a strong
system of internal control that enables business
tobe transacted and risk taken without exposing
itself to unacceptable potential losses or
reputational damage. The Board’s role is to set
and oversee the delivery of the Group’s strategy,
establishing an appropriate tone from the top.
TheQuilter Group Governance Manual sets out
the Group’s approach to internal governance
andestablishes the mechanisms and processes
by which management implements the strategy.
Quilter’s principles of internal control
(covering financial, operational and
compliance areas) are tomaintain:
– clearly defined delegated authorities;
– clearly defined lines of responsibility;
– robust recording and reporting of
transactions to support the financial
statements;
– financial reporting controls procedures and
systems which are regularly reviewed;
– protection of assets; and
– financial crime prevention and detection.
The Risk Management Framework is overseen
bythe Board Risk Committee and aims to align
strategy, capital, processes, people, technology
and knowledge in order to evaluate and manage
business opportunities and threats in a
structured, disciplined manner. The Group’s
principal risks and uncertainties are set out on
pages 39 to 40.
Further information on the Directors’ review of
Risk and internal control can be found on pages
65 to 67.
Viability statement
In accordance with provision 31 of the UK
Corporate Governance Code 2018, the Directors
have assessed the prospects of the Group for
aperiod longer than the 12 months required in
theGoing Concern Statement.
Quilter’s Risk Appetite Framework supports the
delivery of Quilter’s strategy and Business Plan
with risk appetite playing a central role in
informing decision making across the Group.
Every year, the Board considers the longer-term
viability of the Group by reviewing the three-year
Business Plan, the Own Risk and Solvency
Assessment (“ORSA”) and the Internal Capital
Adequacy and Risk Assessment (“ICARA”) for the
Group. The three-year plan period is considered
appropriate because it aligns with the timeframe
focused on for the annual strategic review exercise
conducted within the business and reviewed by
the Board. The Business Plan makes certain key
assumptions in respect of the competitive markets
and the economic and political environments in
which the Group operates, the level of support
provided to companies within the Group and the
impact of keystrategic initiatives. This year, the
Business Plan assumptions have been set with
due consideration of the prevailing economic and
geopolitical climate, and the risks and challenges
this presents to the Group. In particular, the
Business Plan includes a range of downside and
upside sensitivities which consider variances in
equity and bond values and net flows which would
impact the Group’s forecast AuMA, revenue and
profitability.
The first year of the Business Plan has the greatest
certainty and is used to set detailed budgets
across the Group. Although three years is
regarded as an appropriate period for the
assessment of the Group’s viability, the Board
alsoregularly considers other strategic matters
that may affect the longer-term prospects of the
Group. This includes the Board’s assessment of
the principal risks and uncertainties facing the
Group in the longer term, including climate change
and emerging risks, such as evolving cyber threats
and disruptive competition and technology. The
Board’s longer-term view is that the Group will
continue to grow as a wealth manager, serving
clients throughout their lives encompassing their
accumulation and decumulation phases.
The Board’s assessment included reviews of
capital and liquidity and an assessment of the
principal risks over the three-year planning period.
A large portion of the Group’s revenue is
correlated to the Group’s AuMA, which can move
materially when there is significant volatility in
global financial markets.
The ORSA and ICARA processes include an
assessment of a range of stresses and scenarios.
These are performed in order to assess capital
andliquidity requirements and to test the impact
of severe stresses on the Group. Certain scenarios
are tested at severity levels which would be
expected to occur once in every 50 and once in
every 200 years. These scenarios are tested in
order to confirm whether the Group and
underlying operating entities have sufficient capital
and liquidity to meet their financial risk appetites.
Quilter has a documented recovery plan which
sets out the management actions and recovery
options available to manage the impacts of severe
stresses.
In all the severe but plausible adverse scenarios
tested, the Group had sufficient capital and liquidity
after allowing for management actions. This
demonstrates the Group’s resilience to adverse
conditions. The management actions which were
assumed included the cessation of dividend
payments in the most extreme scenarios, as well
as actions to reduce costs, including reductions
invariable compensation costs and discretionary
spending, and staff recruitment freezes, similar
tothe tactical cost savings made during 2020.
Reverse stress tests have been performed to
identify idiosyncratic and market events which
would make the current plan unviable. The results
of these tests indicate that the stress events which
could make the current plan unviable are extreme
events which would be expected to occur less
frequently than once in every 200 years.
Therefore, the Group can reasonably expect to
have sufficient capital and liquidity to be able to
meet its liabilities over the planning period.
The Board regularly monitors performance
against a range of predefined key performance
indicators and early warning thresholds, which will
identify if developments fall outside of the Group’s
risk appetite or expectations, allowing timely
management action to be taken.
The Strategic Report, on pages 1 to 43, sets out
the Group’s financial performance, business
environment, outlook and financial management
strategies. In addition, details of the Group’s
principal risks and risk management framework
are set out on pages 37 to 41.
Viability statement and going concern
42
Quilter plc Annual Report 2023

Conclusion on viability
Considering the Group’s current capital and
trading position, its principal risks, and the
remaining three-year period of the Business Plan,
with due consideration of the impact of the
current economic climate, the Board has a
reasonable expectation that the Company and the
Group can continue in operation and meet their
liabilities as they fall due over the period to
31December 2026.
Going concern
The Directors have considered the resilience of
the Group, taking into account its current financial
position, the principal risks facing the business
and the effectiveness of the mitigating strategies
which are or will be applied. As a result, the
Directors believe that the Group is well placed
tomanage its business risks in the context of
thecurrent economic outlook and has sufficient
financial resources to continue in business for
aperiod of at least 12 months from the date
ofapproval of these consolidated financial
statements, and continue to adopt the going
concern basis in preparing the consolidated
financial statements.
This Strategic Report was approved by the
Board on 6 March 2024.
Ruth Markland
Chair
On behalf of the Board
Chair’s governance overview 44
Board of Directors 46
Governance at a glance 49
Principal Decisions of the Board in 2023 50
Governance in action 54
Report from the Workforce Engagement Director 54
Board Corporate Governance and
Nominations Committee Report 55
Board Audit Committee Report 60
Board Risk Committee Report 65
Remuneration Report 68
Board Remuneration Committee Report 68
Directors’ Remuneration Policy (summary) 73
Annual Report on Remuneration 77
Directors’ Report 89
Governance Report
43
Quilter plc Annual Report 2023
Strategic Report
Governance Report Other informationFinancial statements

Quilter plc Annual Report 2023
Chair’s governance overview
Dear shareholder
I am pleased to be able to introduce my second
Governance Report as Chair of the Board. I set out in
my Chair’s Statement on page 2 a summary of some
of the external challenges facing our industry and
Quilter in 2023 which provides some general context
for the Board’s deliberations. Despite the difficult
geopolitical and economic environment, the Board
has remained focused on delivering for our
stakeholders and our governance framework enables
us to make considered decisions to respond to the
challenges faced.
The Board has overseen, challenged and supported
management to execute the Group’s strategy for the
benefit of all our stakeholders. In this report I want to
share with you some of the principal decisions made
by the Board in 2023 and how these support the
delivery of our strategy.
The Board is mindful of the impact our decisions can
have for all our stakeholders, and of these, customers
were particularly at the forefront of our discussions
in2023. Quilter has always endeavoured to put our
customers at the centre of our business decisions
and the implementation of the FCA’s Consumer
Dutysharpened this further as we assessed and
implemented our plans to ensure that we deliver
good outcomes for our customers. More detail on
how the Board oversaw the implementation of the
Consumer Duty can be found on page 53.
In September, we changed our Board corporate
governance model to give the Group Board a more
direct line of sight to the Affluent segment. We are
confident that the changes to the governance model
introduced during the year will deliver greater speed,
efficiency and accountability across the Group.
The Board also had regard to proposed changes in
external regulation and how these would impact how
Quilter does business. The FCA’s focus on diversity
and inclusion and the wider changes being made to
the UK Corporate Governance Code are kept under
review by the Board, as are the ongoing changes in
ESG related reporting. Responding to the changing
environment, the Board has engaged both internal
and external experts to help complement our
knowledge in emerging and new business matters
toadd perspective to the discussions. There is a
summary of Board engagement on topical matters
during the year on page 54.
During the year, the Board has continued to review its
own composition to ensure it remains appropriate to
oversee the delivery of the Group’s strategy. You can
read more about the skills and experience of the
Board on pages 46 to 48 and the changes we
announced in January 2024 in the Board Corporate
Governance and Nominations Committee report
which starts on page 55.
The Board and its Committees have continued to
perform effectively during the year as confirmed by
our Board effectiveness review. The approach and
asummary of the outcomes of the review are on
page 59.
Listening to our colleagues is fundamental. During
the year, the Board, supported by the Workforce
Engagement Director, Tazim Essani, approved a
change in how we engaged with colleagues who have
been identified as current or future talent. Further
insights into the work of the Workforce Engagement
Director are shared on page 54.
The Board also recognises the importance of culture
in delivering our purpose and strategy and, as
explained on page 17, we agreed some changes to
our desired target culture. A programme to deliver
that target culture will be initiated in 2024.
Understanding the needs of our stakeholders is key
to understanding the broader impact of our business
decisions. In January 2024, I met with representatives
of many of our larger institutional shareholders to
discuss directly with them and hear their views on
Quilter. All shareholders are invited to join the Board
at our Company’s AGM and given so many of our
shareholders are overseas we make arrangements
for them to be able to join and ask questions directly
to the Board by telephone. Direct engagement with
investors remains invaluable to the Board and
management.
Further information on our stakeholder engagement
can be found on pages 16 to 24.
Finally, I would like to thank my fellow Directors,
Quilter colleagues and our stakeholders who
continue to show their strong support for our
Company and I look forward to providing you
withanupdate on our progress in 2024.
Ruth Markland
Chair
Ruth Markland
Chair
44

Compliance with the UK Corporate Governance Code 2018
Reporting to the Board
The Chair of each Board Committee briefs the
Board on key discussions and, where timing
allows, provides a written report to the Board
after each Board Committee meeting. Board
Committee papers and reports presented
tothe Board Committees are made available
to all Quilter Non-executive Directors.
UK Corporate Governance Code 2018
(the “Code”)
Quilter is subject to the Code and complied with
all of its provisions during the year. Details of
our Corporate Governance framework are
available on page 4 and our website at
plc.quilter.com. The Code is publicly available
at www.frc.org.uk. The new 2024 UK
Corporate Governance Code (“2024 Code”) was
published in January 2024. The 2024 Code will
begin applying to Quilter from 1 January 2025.
We are already considering the changes
introduced in the 2024 Code and will report
onprogress at the appropriate time.
Disclosure Guidance and
TransparencyRules (“DTRs”)
By virtue of the information included in this
Governance section of the Annual Report
including our Directors’ Report (pages 89 to 93)
we comply with the corporate governance
requirements of the FCA’s DTRs.
Johannesburg Stock Exchange (the “JSE”)
Quilter has a secondary listing on the JSE and is
permitted by the JSE Listing requirements to
follow the corporate governance practices of
our primary listing market, London. Quilter is,
however, mindful of the provisions of the King IV
Governance principles and the expectations
ofour South African shareholders.
UK Corporate Governance Code 2018 More information
Board leadership and companypurpose
Long-term value and sustainability 1 to 43
Culture 52
Shareholder engagement 23
Other stakeholder engagement 16 to 24
Oversight of Board level conflicts
of interest 57
Division of responsibilities
Role of the Chair 4
Division of responsibilities on the Board 4
Assessment of Non-executive
Director role 4 and 56
Assessment of independence
on the Board 56
Composition, succession and evaluation
Board effectiveness 59
Board and Executive succession planning 56 to 57
Audit, risk and internal control
Integrity of financial statements 61 to 62
Fair, balanced and understandable 62
Internal controls and risk management 63 and 66 to 67
Assessment of external independent auditor 64
Principal and emerging risks (Risk Review) 39 to 41
Viability statement and going concern 42 to 43
Remuneration
Policy, practices and alignment with purpose, values and long-term strategy 69 to 76
Independent judgement and discretion 68 to 70
Strategic Report
Other information
45
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board of Directors
Ruth Markland
Chair
Appointed: June 2018
Committee membership:
– Board Corporate Governance and
Nominations Committee
C
– Board Remuneration Committee
Tim Breedon CBE
Senior Independent Director
Appointed: June 2020
Committee memberships:
– Board Corporate Governance and Nominations Committee
– Board Remuneration Committee
C
The Quilter Board comprises the Chair, the Senior Independent
Director, Chief Executive Officer, Chief Financial Officer and
independent Non-executive Directors. All Directors are subject
to re-election annually by shareholders at the Company’s Annual
General Meeting. The skills and experience and how our Directors
contribute to the long-term sustainable success of the Company
areset out in their biographies on the following pages.
Upcoming Board and Board Committee changes
Chris Hill, who has a deep knowledge of the wealth management industry and experience as a financial
services Chief Executive Officer and Chief Financial Officer, is joining the Board as an independent
Non-executive Director on Thursday 7 March 2024. Hewill serve as a member of the Board Audit
Committee and Board Remuneration Committee.
Tazim Essani and Paul Matthews have decided not to seek re-election at the 2024 AGM andwill be
stepping down from the Board at the conclusion of that meeting.
Tim Breedon, Senior Independent Director and Chair of the Board Remuneration Committee,
willassume the role of Workforce Engagement Director with effect from the conclusion of the AGM
onThursday 23 May 2024.
Skills and experience: Ruth, a former solicitor and previously Managing Partner of Freshfields Bruckhaus
Deringer’s Asia business, has a wealth of FTSE 100 Board experience. She spent over ten years on the Boards
of Standard Chartered plc and The Sage Group plc, where she served as Senior Independent Director and
Chair of the Remuneration Committees. Ruth was also an independent Non-executive Director of Deloitte LLP
for five years until May 2020 and was a member of the Supervisory Board of Arcadis NV until April 2021. Ruth
became Chair in May 2022. Her extensive experience in senior board roles provides her with the skills and
experience to chair the Quilter Board.
External Appointments: None.
Skills and experience: Tim is an experienced Non-executive Director and Board Committee member.
He has had a distinguished career in financial services, with past appointments including Group Chief
Executive Officer of Legal & General, being a Member of the Takeover Panel, and holding Non-executive
Director roles with Barclays Bank plc, the Association of British Insurers and the Financial Reporting Council.
Tim’s extensive business leadership and knowledge of governance best practice enables him to provide
challenge, advice and support to Quilter management on business strategy, performance, decision making
andgovernance matters. In May 2022, Tim was appointed as Senior Independent Director and Chair of the
Remuneration Committee. His experience enables him to act as a helpful sounding board for the Chair and
other Board members as Senior Independent Director.
External Appointments: Non-executive Director of Barclays plc, Chair of Barclays Bank Ireland PLC and Chair
of Apax Global Alpha Limited.
46
Quilter plc Annual Report 2023

Neeta Atkar MBE
Independent Non-executive Director
Appointed: August 2022
Committee memberships:
– Board Audit Committee
– Board Corporate Governance and Nominations Committee
– Board Risk Committee
C
Steven Levin
Chief Executive Officer
Appointed: November 2022
Tazim Essani
Independent Non-executive Director
Appointed: March 2021
Committee memberships:
– Board Audit Committee
– Board Remuneration Committee
Skills and experience: Steven has deep industry knowledge, having worked in asset management,
investments, platform and distribution roles. He joined the Group in 1998, the Executive Committee in 2011
and the Board in November 2022 when he was appointed as Chief Executive Officer. Steven has played a
leading role in delivering several high-profile strategic initiatives for the Group, including the implementation
of Quilter’s investment platform and supporting the development of Quilter’s proposition. Steven’s broad
industry and leadership experience allows him to effectively drive strategic delivery.
External Appointment: Member of the Investment Association Advisory Council.
Skills and experience: Mark brings deep finance, corporate and business experience to the Board.
He joined Old Mutual in the UK in January 2000 and held a number of leadership positions within the finance
function and businesses, during which time he played key roles in the acquisitions of Quilter Financial Planning
and Quilter Cheviot. This experience has been invaluable in ensuring that Quilter effectively executes its
strategy, including leading successful business disposals. Mark joined the Board as Chief Financial Officer in
March 2019, having served as Corporate Finance Director from August 2017 to March 2019. Mark is qualified as
a Chartered Accountant in South Africa and worked for KPMG in both South Africa and Canada prior to moving
to the UK.
External Appointment: Trustee of The Grey Foundation in the UK.
Skills and experience: Neeta has extensive experience in the financial services industry, having worked
initially at the Bank of England and subsequently the Financial Services Authority before taking on roles with
Andersen Consulting, Abbey National, Royal & Sun Alliance, Lloyds Banking Group and, latterly, with TSB Bank
as Chief Risk Officer. Neeta has broad experience of chairing risk committees, gained previously at Yorkshire
Building Society and currently at Nomura Europe Holdings plc and at the British Business Bank plc. This
experience, together with her deep understanding of customers, risk and regulation, enables Neeta
to make significant contributions to the Board as it continues to ensure that Quilter’s risk management
framework is integrated with its strategy. In October 2022, Neeta was appointed as Chair of the Board Risk
Committee and, in July 2023, she was appointed as a member of the Board Corporate Governance and
Nominations Committee and as the Board level Consumer Duty Champion.
External Appointments: Non-executive Director of Nomura Europe Holdings plc, Non-executive Director
ofBritish Business Bank plc and Senior Independent Director at British Business Bank plc.
Skills and experience: Tazim’s experience in senior executive roles at regulated financial services businesses
over the last 30 years equips her well to provide strategic guidance and constructive challenge to Quilter’s
leadership team. Her executive career focused on strategy and business development to drive growth and
transformation, with her previous roles including a business strategy role at Santander UK, Group Head of
Corporate Development at Close Brothers Group plc and leadership roles at GE Capital and Royal Bank of
Scotland. Tazim has developed a deep understanding of corporate finance, transformational change and
business development, enabling her to contribute strongly to the Board’s deliberations. Tazim is a designated
Workforce Engagement Director with a particular interest in promoting diversity and inclusion. Tazim will step
down from the Board at the conclusion of the 2024 AGM.
External Appointments: Non-executive Director of City of London Investment Group plc, a Council Member
of the Royal Horticultural Society and an executive coach at The Alliance.
Mark Satchel
Chief Financial Officer
Appointed: March 2019
Strategic Report
Other information
47
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board of Directors continued
George Reid
Independent Non-executive Director
Appointed: February 2017
Committee memberships:
– Board Audit Committee
C
– Board Corporate Governance and Nominations Committee
– Board Risk Committee
Moira Kilcoyne
Independent Non-executive Director
Appointed: December 2016
Committee membership:
– Board Risk Committee
Chris Samuel
Independent Non-executive Director
Appointed: July 2021
Committee membership:
– Board Risk Committee
Skills and experience: Moira has extensive technology and cyber security leadership experience, having
spent much of her executive career working in senior technology roles at Morgan Stanley and Merrill Lynch,
latterly executing global change management and transformative IT implementation as Co-Chief Information
Officer for Global Technology and Data at Morgan Stanley. Moira previously served as a Non-executive
Director of Citrix Systems Inc and Elliot Opportunity II. Her experience, gained as both an executive and a
non-executive, together with her understanding of business operations, operational resilience, management
of data and supplier oversight, equips her to oversee and challenge the design and delivery of Quilter’s
technology and operations strategies.
External Appointments: Non-executive Director of Arch Capital Group and a member of the Board
of Governors at FINRA.
Skills and experience: Paul is an experienced FTSE 100 Board Director having spent over four decades in the
savings and pensions industry. During a career spanning nearly 30 years at Standard Life, Paul served as
Group Executive Director, Chief Executive Officer UK & Europe and finally Chair of Standard Life Wealth. Paul’s
experience enables him to identify and support management to understand the opportunities and risks facing
Quilter, particularly in its distribution businesses. This insight enables him to effectively assess and challenge
the executive’s strategy proposals, execution and risk management. Paul served as Quilter’s Workforce
Engagement Director until May 2023. Paul will step down from the Board at the conclusion of the 2024 AGM.
External Appointment: Executive mentor at Merryck & Co.
Skills and experience: George has extensive financial experience having spent over 20 years in the
accounting profession. This knowledge, gained during lengthy tenures at PwC, and, latterly, Ernst & Young LLP
as managing partner and Head of Financial Services for Scotland and UK regions, provides George with a deep
understanding of accounting and audit matters, and the control environment required for a wealth
management business. Such experience allows him to critically assess key accounting and financial
considerations. George is a Fellow of the Institute of Chartered Accountants in England and Wales.
External Appointment: Chair of FIL Life Insurance Limited.
Skills and experience: As an experienced Chair and Non-executive Director, Chris’ expertise in the financial
services industry enable him to challenge, advise, and support Quilter’s management team on a wide range
ofbusiness, investment, distribution, finance, and operational matters. As Chief Executive of Ignis Asset
Management, Chris led the successful transformation, and then sale, of the business. Chris also held other
Board-level executive positions at a number of asset management businesses including Gartmore, Hill Samuel
Asset Management, and Cambridge Place Investment Management. Prior to that he worked at Prudential-
Bache and KPMG, where he qualified as a Chartered Accountant. Chris’ non-executive experience includes
hiscurrent Chairmanship of BlackRock Throgmorton Trust plc and previous roles as Chairman of JP Morgan
Japanese Investment Trust plc and as a Director of Alliance Trust, Sarasin and UIL.
External Appointment: Chair of BlackRock Throgmorton Trust plc.
Paul Matthews
Independent Non-executive Director
Appointed: August 2018
Committee memberships:
– Board Remuneration Committee
– Board Risk Committee
48
Quilter plc Annual Report 2023

Board meeting attendance
during 2023
Length of tenure for Chair and
Non-executive Directors
2023 2022
0-1 years
1-3 years
3-4 years
4-5 years
5-6 years
6 or more years
Industry knowledge and experience
2023
Accounting and finance
Asset management
Distribution
Governance
International financial services
IT and operations
Legal
Risk
Wealth management
Figures represent number of Board members
with relevant experience.
Board skills and experience*
Scheduled
Board
meetings
Ad hoc
Board
meetings
Chair
Ruth Markland 8/8 2/2
Executive Directors
Steven Levin 8/8 2/2
Mark Satchel 8/8 2/2
Independent Non-executive
Directors
Neeta Atkar 7/8 2/2
Tim Breedon (Senior
Independent Director) 7/8 1/2
Tazim Essani 8/8 2/2
Moira Kilcoyne 8/8 2/2
Paul Matthews 8/8 2/2
George Reid 8/8 2/2
Chris Samuel 8/8 2/2
In addition to the meetings reported above, sufficient time
was provided, periodically, for the Chair to meet privately
with the Senior Independent Director and the Non-
executive Directors. The Board had access to briefings
during the year and further detail on how the Board
stayed up to date can be found on page 54. Where a
Director was unable to attend a meeting due to illness
oralong-standing conflicting commitment, they reviewed
the Board papers and provided comments to the Chair
inadvance of the meeting. Somead hoc Board meetings
were held at short notice.
Board activity Board composition*
34%
27%
24%
15%
2023
29%
24%
35%
12%
2022
8
2
2023
Board activity 2023 2022
Strategy and Delivery of Strategy
Business Performance Oversight
Risk Management and Governance
Stakeholder Management
Gender identity
Number of senior positions
1
on the Board
Number of Board Members
Ethnic background
60%
40%
2023
Female
Male
3
1
2023
Female
Male
White British or other White
(including minority-white groups)
Asian/Asian British
*
As at 31December 2023
1
Chair, Chief Executive Officer, Chief Financial Officer
or Senior Independent Director.
Strategic Report
Other information
49
Quilter plc Annual Report 2023
Financial statementsGovernance Report
Governance at a glance

Principal decisions of the Board in 2023
Delivery of our strategic objectives
With our new Chief Executive Officer in place, 2023
saw the pace of change in reshaping our business
accelerate. The Board’s role is to guide, challenge
and support management to deliver thestrategy
and ensure that we remain relentlessly focused on
delivering the right outcomes for our customers
and returns for our shareholders. As reported in
the 2022 Annual Report and Accounts, the Board
asked our then new Chief Executive Officer to
perform a business review and to share with the
Board at our Strategy Day in May 2023 his
assessment of how best to deliver the Group’s
strategic priorities. As this was Steven’s first
Strategy Day as Chief Executive Officer there
wassignificant engagement with the Board in
preparation for the Strategy Day to ensure that
theBoard’s time was focused on the key issues.
The Board tested and challenged the strategy and
confirmed the key strategic priorities based on the
three pillars of building our distribution, enhancing
our propositions and driving efficiency
underpinned by a culture of expedient execution.
A summary of the work the Board performed to
oversee the delivery of these priorities, together
with an overview of where the Board focused its
time during the year, is set out under each pillar.
1. Building
our distribution
The Board considered how Quilter
can best work with advisers and customers to
simplify the customer journey whilst ensuring
that the advice is provided in a robust and
safe manner.
The Board approved changes in the
management governance structure to bring
distribution together under the Chief
Distribution Officer, with more centralised
support from operations and technology for
customers brought together under the Chief
Operating Officer.
The Board approved the launch of Quilter
Partners, which provides a bridge between our
Network and National model. Quilter Partners
was launched in July 2023.
Driving flows remains a key area of focus and
the Board urged management to improve
distribution in our IFA channel. The Board were
briefed on changes in the leadership team and
with approval from the Board Remuneration
Committee, the remuneration schemes were
adjusted.
The Board have further approved arrangements
to support adviser firms who joinor are part
ofthe Quilter network.
2. Enhancing
ourpropositions
The Board received regular updates on the
continuous improvements being made to our
platform. The functionality changes are designed
to improve the customer and adviser experience
and include supporting the holding of cash on
the platform alongside their investments.
During the year, the Board routinely scrutinised
the investment products that Quilter offers
andoversaw a refinement of the fund ranges
and prices.
The Board monitored the progress in making
WealthSelect available on platforms other
thanQuilter’s platform, with further progress
planned in 2024.
The Board considered how to make the
customer journey in Quilter Cheviot more
efficient and simpler for customers. Accordingly,
the Board approved in principle that Quilter
Cheviot should apply to become directly
authorised by the FCA.
The Board considered the trends in the industry
and determined its approach to the technology
to support advisers which will ensure that the
operational processes followed are performed
effectively and efficiently.
3. Driving
efficiency
The Board has been routinely updated on
management’s initiatives to manage the cost
base where good progress has been made to
date. There is more work to be done with robust
plans in place which will continue to be
monitored by the Board.
Following regulatory engagement, and on
recommendation of the Board Corporate
Governance and Nominations Committee,
the Board has strengthened the governance
structure such that Quilter Directors are now
directly accountable to the regulator as they
serve on the Boards of our main regulated
Affluent segment subsidiaries. This change
inBoard corporate governance has been
supported by a simplification of the management
governance which enables the business to be run
in a safe and controlled manner.
The Board has also been updated on the
progress being made to reduce the Group’s
legal entities, which are no longer required, to
support the simplification of our operations
andreduce unnecessary bureaucracy.
The Board approved a further Odd-lot Offer
togive shareholders who held fewer than
200shares the opportunity to sell them at a
5%premium to the market price. This has
reduced our share register by around 60% and
we anticipate it will halve the costs of running
our share register. You can read more about
theOdd-lot Offer on page 51.
Progress has also been made on reducing
ourcost base in other areas with significant
improvements made with the implementation
of more modern technology solutions unlocking
cost savings in our support areas. These also,
importantly, have the additional benefit of
enabling our customer facing colleagues to
support customers more effectively whilst the
enhancements in our Customer App mean
customers can monitor their investments
quickly and simply.
50
Quilter plc Annual Report 2023

Macroeconomic and geopolitical
environment and investment performance
The year experienced continuing political
macroeconomic uncertainty with war in Ukraine
and more recently fighting between Israel and
Hamas in the Middle East. Early in 2023, events
inthe banking industry in the US and Switzerland
impacted market confidence. The UK has
witnessed higher interest rates and persistent
inflation with reduced consumer confidence as
customers were impacted by the rising cost of
living. Market sentiment and investor confidence
impact directly on Quilter’s customers and their
ability to save and invest.
The Board received quarterly updates on the
macroeconomic trends with a focus on how the
changes in inflation, interest rates and the broader
economy impact both investor sentiment, fund
performance and flows. In addition, the Board
were briefed on the performance of our funds,
and an overview of actions taken by management
to improve investment performance, and in
particular, the progress being made to rebalance
the Cirilium funds safely over time.
Corporate sustainability including
responsible investing
The Board has ensured it has kept up to date in
corporate sustainability initiatives. This has
included overseeing how Quilter supports
customers who wish to make responsible investing
decisions, ensuring our advisers are trained to give
appropriate advice, and monitoring the range of
solutions provided by Quilter to meet customers’
needs. The Board has been kept appraised on the
FCA’s Sustainability Disclosure Requirements
(“SDR”), and changes in reporting requirements.
You can read more about the Board’s oversight of
societal matters, including how we make a positive
impact in the communities we serve via the
Quilter Foundation, on page 20.
Consumer Duty
Underpinning all of the discussions at the Board
isthe impact Quilter has for our stakeholders and,
in particular, our customers and advisers. The
Board’s focus this year has been sharpened by
considerations of the impact the FCA’s new
Consumer Duty has on our business and our
sector. This is relevant for Quilter in both how we
do business, and how we can demonstrate that
this is appropriate. At Quilter, we have always
strived to put customers and customer outcomes
at the heart of our business. This is enshrined
inour purpose and values, and built into our
remuneration mechanisms. The new Consumer
Duty has made us think even more deeply about
what that means and how we can demonstrate
that we are living up to the standards we set
ourselves.
In May 2023, the Board considered and approved
a role profile for our new Board level Consumer
Duty Champion and the Board asked the Chair
ofour Board Risk Committee to assume that role.
The role profile sets out the responsibilities for
her and for the whole Board to help ensure that
we remain acutely focused on our responsibilities
as we oversee the execution of our strategy.
Tosupport the Board in understanding how we
deliver for our customers and our advisers,
theChief Executive Officer has asked the Chief
Operating Officer to take on responsibility for
reporting directly to the Board on customer
matters across the Group.
You can read more about how the Board has
overseen the implementation of the Consumer
Duty and what it means for Quilter on page 53.
The Board has continued to monitor the payment
of customer redress where products were
wronglyadvised by Lighthouse prior to Quilter’s
acquisition of that company. The Board were
pleased to note that the FCA closed their
investigation into Lighthouse in May 2023 and as
part of their decision noted the good co-operation
and engagement with Quilter whohad acted
promptly to proactively provide redress. Since that
time, management have continued to work with
the regulator and customers to ensure that
customers are compensated where appropriate.
In addition, the Board has monitored
management’s review of where Appointed
Representatives of the firm’s subsidiary
companies have continued to receive fees after
they leave the network. The Board were briefed
on the industry practice and strategies underway
to address this timing issue.
Delivery of our financial and
operatingtargets
Following the approval of our Group strategy, the
Board oversee our setting of the Business Plan for
the next three years, and the Operating Plan, which
sets out in more detail how the Business Plan will
be delivered. This year, the Board reviewed the
assumptions underpinning the Business Plan prior
to a detailed review of the Business Plan itself.
TheBoard approved the Business Plan for 2024
inprinciple in November 2023 but asked that
management review the market assumptions
inthe Business Plan in January 2024 to validate
that they remained appropriate.
The Board have been regularly updated on
progress against the operating targets for 2023
and were pleased with the progress being made,
particularly on continued strong expense
discipline.
Shareholder feedback
The Board receives quarterly updates on investor
and financial market sentiment, providing insight
into recent share price movements and key
changes in the share register. The Board are also
kept abreast of shareholder feedback following the
full-year and half-year results. This year, the Board
were briefed directly by a sell-side analyst who
shared his perceptions of the industry and his
thoughts on areas of focus for Quilter. We are also
aware that there are some differences in
shareholder views around some corporate
governance matters that differ between the UK and
South Africa where we have a large shareholder
base. You can read more about how we engage
with our shareholders on page 23.
Governance in action
Odd-lot Offer
On Monday 18 September 2023, as part of
our continued drive for efficiency in how we
run our business and consistent with our
desire to act in the best interests of all our
shareholders, the Board announced the
launch of an Odd-lot Offer for shareholders
registered on the London and Johannesburg
Stock Exchanges.
The Odd-lot Offer provided shareholders
who held fewer than 200 shares the
opportunity to sell their shares at a 5%
premium to the market price, without
incurring any dealing costs. Shareholders
could choose to sell or retain their
shareholding in Quilter.
In addition to regulatory approval, we sought
the approval of our shareholders at the
2023Annual General Meeting to launch the
Odd-lot Offer within 18 months of the meeting.
The relevant resolutions were overwhelmingly
supported by our shareholders with over 99%
of all votes castin favour.
The Odd-lot Offer completed on Friday 10
November 2023. Around 1.13% (15,798,423
shares) of the issued share capital was bought
by Quilter from over 126,000 shareholders.
This resulted in our share register reducing
bynearly 60%.
Following the Odd-lot Offer, we have around
70,000 shareholders and this smaller share
register enables us to run the share register
in a simpler, more cost-effective way.
Strategic Report
Other information
51
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Principal decisions of the Board in 2023 continued
Capital and dividend policy management
The Chief Financial Officer updates the Board at
each meeting with his assessment of the
Company’s financial performance, including the
Group’s capital and liquidity position. This enabled
the Board to consider and approve the Group’s
financial results which are released to the market
at the full year and half year. Despite challenging
external conditions impacting flows, the Group’s
capital, liquidity and cash continue to be strong
and the Board is comfortable that prudent
oversight is being exercised.
Following detailed review by the Board Audit
Committee, the Board considered and approved
the Company’s Interim and Final Dividend
payments.
As noted in our 2022 Annual Report, the Board
approved the new capital funding arrangement
and a new Tier 2 Bond was launched in January
2023 with a coupon rate of 8.625% and a maturity
date of 18 April 2033 with an initial call option
between 18 January 2028 and 18 April 2028.
In the latter part of the year the Board considered
the approach to the renewal of the Revolving
Credit Facility (“RCF”) implemented ahead of
Listing and agreed that it was in the best interests
of stakeholders to put in place a new RCF in 2024.
The new RCF was approved by the Board in
January 2024.
Material risk matters
In the year, the Board welcomed Priti Verma as
ournew Chief Risk Officer. Under Priti’s guidance,
a review of the Risk Management Framework and
function has been undertaken and in Q4 2023,
theBoard reviewed and approved a new risk
management framework and refreshed risk
appetite statements as recommended by the
Board Risk Committee.
After each Board Risk Committee meeting, the
Board were updated by the Chair of the Board Risk
Committee on principal and emerging risks
against agreed risk appetite.
During the year, the Board received a report from
the Chair of the Board Risk Committee on Quilter’s
participation in the PRA’s cyber test, which
assessed Quilter’s ability to respond to and
recover from a severe but plausible cyber attack.
The results of this test, and how management are
addressing the findings, will be kept under review
by the Board Risk Committee. In February 2024,
the Board received a briefing on Cyber Risk and
intends to consider the potential opportunities,
threats and challenges from Artificial Intelligence
and its impacts for Quilter in 2024.
Colleagues and culture
As mentioned in our 2022 Annual Report, the
Board has led the refresh of Quilter’s culture
toensure that this supports the delivery of our
strategy by being more ambitious, accountable
and promoting a culture of learning. Whilst the
culture change programme is at an early stage,
there has been constructive dialogue with
management about what this means for Quilter
and the building blocks underpinning future
change have been implemented ahead of fuller
colleague engagement in 2024. The Board have
challenged management to consider whether
Quilter’s Purpose and Values effectively
summarises Quilter’s ambitions in a way that
ourstakeholders can easily relate to. We will
update stakeholders on the outcomes of this
workin our next Annual Report.
On page 53 you can read more about how the
Board oversaw activity to implement the FCA’s
Consumer Duty. This included ensuring that
Quilter’s culture was appropriate and supported
the delivery of the heightened expectations under
the Consumer Duty. Whilst training and awareness
will remain an on-going requirement, particularly
as new processes embed, the Board was satisfied
that there were no areas of concern.
The Board also receives a colleague update
biannually, which includes insights into
engagement and culture. You can read more
about the outcomes of the Board’s engagement
with colleagues on page 17.
Diversity and Inclusion
Following an update in December 2022, the Board,
on the recommendation of the Board Corporate
Governance and Nominations Committee,
approved a refresh of the Board Diversity Policy
toset new targets on diversity for senior
management. You can read more about these
targets on page 18.
Executive succession
Given the importance of ensuring appropriate
focus is given to promoting a strong talent
pipeline, and that executive succession plans
arein place, one outcome of a prior Board
effectiveness review was to ensure that the whole
Board is directly involved in overseeing executive
succession planning. To that end, in January 2023,
the Board reviewed the talent and executive
succession update.
With input from the Workforce Engagement
Director, the Board changed how they engaged
with colleagues who have been identified as
talent. Representatives from the Board met
cohorts of high potential colleagues, including
future potential successors to the Executive
Committee.
As promotions to senior management roles have
been made from within the Group, including the
enactment of the succession plan for the Chief
Executive Officer and the Chief Internal Auditor,
the Board Corporate Governance and
Nominations Committee has recommended that
the Board spend additional time in 2024 on
executive succession planning.
Board succession
The Board was briefed on the work led by the
Board Corporate Governance and Nominations
Committee on routine succession planning for
theBoard.
You can read more about progress on page 56.
52
Quilter plc Annual Report 2023

Governance in action – the implementation of the FCA’s Consumer Duty
– The Board confirmed it was content with the
governance framework providing oversight of the
Consumer Duty programme.
– Building on the planning and analysis performed
in 2022, the Board Risk Committee considered the
progress being made to implement the planned
enhancements for customers. They assessed the
assurance activity that had been undertaken to
date by our Risk and Internal Audit Functions and
with support from external advisers validated the
scope and approach adopted.
– Our impacted regulated boards reviewed the
Assessment of Value reports that were being
produced for customers to assess whether they
were clear and informative in assessing the value of
an investment, and its suitability for the customer.
– The Board was provided with a detailed update
onprogress and the appropriateness of the
Assessment of Value reports.
– The Board considered and approved a role profile
for our new Board level Consumer Duty Champion
and appointed the Chair of our Board Risk
Committee as our first Champion. Consumer
DutyChampions were also appointed for our
regulated subsidiaries.
– The need for enhanced customer metrics and
reporting to the Board was identified in order
forthe Board to be able to evidence the delivery
ofgood customer outcomes at each stage of the
customer journey.
– Colleague training on their responsibilities under
the new Duty continued.
– The Board received a detailed update on
implementation readiness from management along
with a Risk opinion and Internal Audit observations,
providing reasonable assurance that the programme
was on track to materially deliver the requirements
of the Duty in advance of the 31 July 2023
implementation date.
– The Board discussed the evolution of Quilter’s
culture and the effort required. A plan to ensure
theConsumer Duty is embedded fully into Quilter
was agreed.
– The Board Risk Committee considered the
assurance activity and supporting evidence that
Quilter is delivering good customer outcomes
and is fulfilling its obligations in relation to the
Consumer Duty.
– With input from the Board Consumer Champion,
the Board reviewed in detail management’s
proposal for new metrics and key performance
indicators.
In July 2022, the Financial Conduct Authority (“FCA”) confirmed the final details of its new Consumer Duty.
The new rules set a higher standard of consumer protection in financial services and require firms to
embed key behaviours across all relevant aspects of a business that impact customers, with afocus
ondelivering good outcomes and avoiding causing foreseeable harm.
The Board asked the Board Risk Committee to work with our impacted regulated subsidiary boards to
oversee work across the Group to ensure that Quilter was compliant with the heightened standards by
the first implementation deadline which was on 31 July 2023.
Having overseen how Quilter proposed to implement the new Consumer Duty, the Board received regular
updates during 2023 on how the work was progressing and this is summarised in the timeline below.
Whilst many of the standards set in the Consumer Duty are aligned with Quilter’s existing culture and
business model, management mobilised work in 2022 and throughout 2023 to check and challenge
ourselves that our products and services meet the new standards. Management assessed what we do,
how we do it and how we can demonstrate this to ourselves and our customers. This work identified
arange of enhancements, including:
– improved processes to better support potentially vulnerable customers;
– a reduction in Platform charges and the introduction of tiered adviser charges;
– launched new adviser and customer engagement panels; and
– the introduction of a communications toolkit to help make how we write to our customers and
ourmarketing clear and understandable.
Plans for 2024
In addition to the time the Board spends overseeing customers, the Board has allocated increased
time in 2024 to oversee the second phase of the Duty on closed products and to ensure that the Board
is ready to provide its first Consumer Duty assessment in July 2024.
Key milestones in the Board’s oversight of the implementation of the Consumer Duty in 2023
May
2023
March
2023
July
2023
November
2023
Strategic Report
Other information
53
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Tazim Essani
Independent Non-executive Director
How the Board has stayed up to date
In addition to formal scheduled meeting time, the Board has met during the year to consider
informally a number of topics of interest. The briefings have included the following topics:
Governance in action
Operations
Operations in our Distribution business, Quilter Financial
Planning, which focused on the steps we are taking to improve
how we support advisers and customers during the advice
process and the steps we take to ensure that we operate within
risk appetite.
Responsible
Investing
Responsible Investing is a core part of Quilter’s proposition and so
the Board asked for a deep dive on Quilter’s approach to oversight
of the investment process and how we get comfortable that our
products offer the characteristics customers demand. The update
also considered how Quilter mitigates the risk of greenwashing
and how we manage our reporting obligations.
Quilter Partners
In addition to the formal discussions at the Board, management
provided a comprehensive update on the new franchise model
from an adviser perspective. The briefing demonstrated how the
Quilter Partners model would enhance our existing offering and
support both advisers and customers.
Consumer Duty
Building on training provided in 2022, the Board was briefed both
in and out of formal Board meetings on the rules, opportunities
and risks for Quilter of the new Consumer Duty Regime. The Board
discussed and asked management to focus on the necessary
changes in culture to ensure that we support customers, including
vulnerable customers, and that the steps we take can be
measured and demonstrated. You can read more about Quilter’s
approach to the Consumer Duty on page 53.
Cyber Risks
In addition to updates at the Board on IT security and phishing,
in February 2024 the Board participated in a briefing session from
internal and external experts on cyber risks facing businesses in
general and Quilter specifically.
CASS Training
Each year, Directors are offered an update on their responsibilities
under the Client Asset Rules. The training this year was led by
management with input from PwC. It included the Quilter Cheviot
European operations and the responsibilities for the Directors
onthat Board under the Client Asset Rules as our European
business grows.
Why is the role of Workforce
Engagement Director important
tothe Board and what does it
meanto you?
Our colleagues are one of our most valuable
assets and critical to our success. In the year,
theBoard has debated how best to ensure that
our colleagues’ voices are heard in the Board
room. We concluded that the mechanism to
mosteffectively achieve this is through the role
oftheWorkforce Engagement Director, which
isvalued by both the Board and by colleagues.
Whilst it is incumbent on all Directors to engage
with our colleagues, as Workforce Engagement
Director, I have been privileged to attend network
events and meet with colleagues in the business.
This has enabled me to gain a better understanding
of our Company culture and hear directly from
colleagues on the importance of attracting,
retaining and developing talent within the business.
A vital part of this role is to listen to feedback from
colleagues and to ensure that what matters to
them is communicated to the Board, including
listening to how changes in the Quilter leadership
team early in the year were perceived. I provide a
report on activity and feedback for the Board every
six months. The Board also gains insights about
colleague matters through the Human Resources
Director and Chief Executive Officer, who share
engagement scores and metrics routinely.
What has your role entailed during
the year and what have been your
key highlights?
I have attended events during the year, including
the Quilter Employee Forums, as well as meeting
with Chairs of our Cultural Diversity Networks
andattending a talent engagement session with
colleagues identified through our talent programme.
Topics have been wide ranging from Inclusion
andDiversity, to support on having difficult
conversations in the workplace. I also heard about the
effectiveness of the Quilter conference as a means of
bringing colleagues together on key topics of strategy
and culture. An outcome of thisengagement was that
the Forum were able tohelpdrive the conference
agenda to ensure thatmatters of importance to
colleagues are appropriately covered. In addition,
Ihave been able to share with colleagues the Board’s
deliberations when appropriate.
How do you see this role
developingto support Quilter’s
future strategy?
I will continue to make sure that the views of our
colleagues across all levels within the organisation
are heard by the Board. There are a number of
challenges in the current economic environment
which impact our colleagues and we are committed
to ensuring all our colleagues are supported.
Future plans for 2024
As announced in January, I am stepping down
from the Board in May 2024 and I will be handing
over this important responsibility to Tim
Breedon. The Board agreed that Tim’s deep
understanding of the importance of culture,
hisrole as Chair of the Board Remuneration
Committee and his seniority as Senior
Independent Director fully equips Tim to ensure
that colleagues’ voices are heard at the Board
table. You can read more about wider workforce
engagement on page 17.
Report from the Workforce
Engagement Director
54
Quilter plc Annual Report 2023

Tim Breedon
Chair
ethnic background by the end of 2027. The
progress made on diversity in the senior
management team is summarised on page 18.
In line with the recommendations of the Code,
weconducted an internally facilitated Board
effectiveness review in 2023. An overview of
theprocess and the key outputs are set out
onpage 59.
I am grateful to my fellow Committee members
and management for their support during the year.
Ruth Markland
Chair
ourambitious agenda. As a result, 2023 has seen
a specific focus on executive talent and succession
planning, including the appointment of the new
Chief Risk Officer. On the recommendation of this
Committee, the Board has agreed that additional
time will be spent on executive succession matters
in 2024 as we recognise that there is more to do
inthis important area.
On page 49 we have set out a summary of the
Board composition at year end. You can see from
this that Quilter met all three Board diversity
targets specified by the new Listing Rules, as 40% of
the Board are women, there is at least one woman
in a senior Board position (being the Chair, Chief
Executive Officer, Chief Financial Officer or Senior
Independent Director) and at least one Board
member is from a minority ethnic background.
The Committee also considers that chairing Board
Committees and undertaking theBoard positions
of Workforce Engagement Director and Consumer
Duty Champion are prominent roles, which benefit
from diverse perspectives. As required by the
UKCorporate Governance Code (the “Code”),
Iconfirm that, as at 31December 2023, 47% of
senior management (Executive Committee and the
Company Secretary) and theirdirect reports were
female (2022: 39%).
The appointment of Chris Hill in March, and the
announced departures of Paul and Tazim at the
conclusion of the 2024 AGM, will impact how we
measure up against our targets. The Board
remains committed to our Board Diversity Policy
and will pay particular attention to this, and to the
benefits of diversity, as we further refresh the
Board.
In November 2023, the Committee also
recommended to the Board a change to the Board
Diversity Policy in relation to our senior
management team. Our policy is that 13% ofour
senior management team will be from a minority
Dear shareholder
A key focus of the Committee is to ensure that our
Board and Executive management team have the
right skills and experience to be effective and the
composition supports the long-term sustainable
success of the Company. Even though the Board
composition has not changed during 2023, it has
been a busy year for the Committee with planned
succession changes announced on 10 January 2024.
Tazim Essani andPaul Matthews have decided not
to seek re-election at the 2024 Annual General
Meeting (“AGM”) and will be stepping down from
the Board at the conclusion of the AGM. I and my
fellow Board colleagues are gratefulto Tazim and
Paul for their significant contributions to the Board,
bringing a particular focus on customers, advisers
and colleagues. Wewish them well in the future.
Tim Breedon, ourSenior Independent Director
and Chair of ourBoard Remuneration Committee,
will assume the role of Workforce Engagement
Director when Tazim leaves the Board.
The Committee also oversaw the process to
appoint Chris Hill who will join the Board as
anindependent Non-executive Director on
7March 2024. You can read more about the
process to appoint a new Non-executive Director
later in this report.
The Committee continues to assess the Board’s
skills, experience, tenure and diversity as part of
our routine succession planning. A summary of
the key skills and experience we believe the Board
needs to support the delivery of Quilter’s strategy
is set out on page 49.
The change in Chief Executive Officer in November
2022, and subsequent changes Steven Levin has
made to his Executive management team early in
the year, have given the Committee and the Board
the opportunity to step back and ensure that we
have the right people in senior roles and an
appropriate talent pipeline in order to deliver
Board Corporate Governance and Nominations Committee Report
Ruth Markland
Chair
Committee membership and attendance
Scheduled
Meetings
Ad hoc
Meetings
1
Ruth Markland (Chair) 3/3 5/5
Neeta Atkar
2
1/1 1/1
Tim Breedon 3/3 5/5
George Reid 3/3 5/5
1
The ad hoc meetings held related to succession matters.
2
Neeta Atkar joined the Committee with effect from
1July2023.
Female
Male
50%
50%
Committee gender diversity
Strategic Report
Other information
55
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board Corporate Governance and
Nominations Committee Report continu ed
Committee responsibilities
– Reviews the composition of the Board and
recommends the appointment of new
Directors.
– Considers succession plans for the Chair and
other Board positions.
– Considers succession plans for key executive
leadership positions and ensures a robust
recruitment framework.
– Monitors corporate governance standards
and practices in place.
– Oversees the annual Board effectiveness
review.
Committee governance
Following feedback from the 2022 Board
effectiveness review, the Board Corporate
Governance and Nominations Committee
membership was revised during the year and
currently comprises the Chair of the Board, the
Senior Independent Director, who is also Chair
of the Remuneration Committee, and the Chairs
of the other standing Board Committees.
Details of the skills and experience of the
Committee members can be found in their
biographies on pages 46 to 48.
Committee evaluation
As part of the 2023 Board effectiveness review,
the Board has assessed that the Committee
membership is appropriate in providing
challengeand oversight and that the Committee
is operating effectively.
Discharging our responsibilities
In January 2023, the Board assumed direct
oversight of responsible investing and corporate
sustainability and accordingly, approved a change
to the Committee Terms of Reference. The activity
of the Committee over the previous 12months
against its Terms of Reference was reviewed by
the Chair. The Committee had fully discharged its
responsibilitiesin line with its remit. The Terms
ofReference are available at plc.quilter.com.
Attendance
The Chief Executive Officer and Human Resources
Director regularly attend Committee meetings,
except when it would not be appropriate for them
to do so.
At a glance
Committee activity
Committee activity 2023 2022
Board & Board Committee
Succession Planning
Corporate Governance
Executive Succession Planning and
Talent
Board Evaluation
Responsible Business framework
–
66%
13%
11%
10%
2023
78%
5%
8%
4%
5%
2022
Board and Board Committee
succession planning
A key area of responsibility for the Committee
istoconsider the skills and composition of the
Board and Board Committee membership with a
view to ensuring that the Board can oversee the
delivery of Quilter’s strategy safely and soundly
given the ever changing external environment.
The accountabilities, competencies and
expectations required of the holder of each role
on the Board, including those required by the
Code, have been documented in our Board
Charter, which is reviewed annually. This includes
the responsibilities of the Directors as a whole,
including their responsibilities under section
172(1) of the Companies Act 2006, and the role
profiles of the Chair, Senior Independent Director,
Committee Chairs, Non-executive Directors and
Executive Directors as well as the Workforce
Engagement Director and Consumer Duty
Champion. The Chair considered each Director’s
individual contribution to the Board together with
feedback from the 2023 Board effectiveness
review. The Chair provided feedback to the
Non-executive Directors on their performance
and Tim Breedon, as Senior Independent Director,
provided feedback to the Chair. It was confirmed
that all Directors were discharging their roles
effectively. The Chair took the findings of the
individual Director performance review into
consideration when recommending the re-
election of the Directors at the AGM. The time
commitment expected of the Non-executive
Directors is set out in the Board Charter.
The Committee is also responsible for reviewing
and making recommendations to the Board on
succession planning for the Board and key
leadership positions within Quilter. With the
exception of Moira Kilcoyne and George Reid,
theChair and all the Non-executive Directors
haveserved on the Board for six years or less.
Heightened focus is applied in the assessment
ofindependence where Non-executive Directors
have served for more than six years. All the
Directors are subject to annual re-election by
shareholders and the specific reasons why each
Director’s contribution is, and continues to be,
important to the Company’s long-term sustainable
success are set out in their biographies on pages
46 to 48. The Committee is satisfied that,
throughout the year, all Non-executive Directors
remained independent in accordance with the
Code, and the Chair was independent on
appointment to that role in May 2022.
In line with best practice, the Committee has also
agreed emergency succession arrangements for
all of the key Board positions, including the Chair,
the Senior Independent Director andthe Board
Committee Chairs. Although strong candidates are
available for each position on an emergency basis,
it is still likely that some external recruitment
would be sought for permanent successors.
Whilst there were no changes to the Board
composition during 2023, the Committee
remained focused on succession planning and
oversaw the process leading to a number of
directorate changes, which were announced
inJanuary 2024.
Key Areas of Committee focus
56
Quilter plc Annual Report 2023

Appointment of a new
Non‑executive Director
The search process to appoint a new
Non-executive Director was led by the Chair.
Following an assessment of shortlisted external
search firms, Russell Reynolds (who were only
retained for this search and have no other
connection with Quilter or any individual Director)
were appointed to support the search. In line with
our Board Diversity Policy, Russell Reynolds
comply with our policy and approach on diversity
and inclusion.
The Committee agreed a search brief which set
out the criteria and characteristics for the search.
The Committee reviewed the initial list of
candidates with Russell Reynolds against these
criteria and a diverse short-list of candidates were
interviewed by the Chair and other members of
the Committee.
The preferred candidate, Chris Hill, met with other
Board members and certain senior leaders.
Chris’ appointment was confirmed by the Board
and announced on 10 January 2024.
As is the practice at Quilter for all new directors,
Chris will participate in a comprehensive, formal
and tailored induction into the Company’s
operations. This includes briefings on the
Company’s business strategy, constitution and
decision-making process, the roles and
responsibilities of directors and the legislative and
regulatory framework. New directors also meet
with the Chief Risk Officer and Chief Internal
Auditor as well as key advisers to the Board and
executive management.
Executive succession and talent
management
A robust executive management succession
pipeline is key to ensure stability and provides
assurance to stakeholders that the Board and
Executive Committee will continue to include
therequired skills to allow it to maintain high
standards in line with the interests of all
stakeholders.
Overseen by the Committee, a programme of
talent engagement has been conducted by the
Board, which covers the talent cohorts across
Quilter. Executive management readiness and
succession is considered on an immediate basis
over certain time horizons and takes into
consideration our diversity targets set out in our
Diversity Policy. Further details on how Quilter
supports the development of a diverse pipeline
isset out on page 19.
The Committee delegated to a Sub-Committee,
Chaired by the Board Audit Committee Chair,
andcomposed of the Senior Independent Director
and the Chair of the Board Risk Committee, the
oversight of the process for the appointment of
the new Chief Risk Officer (“CRO”) and Chief
Internal Auditor (“CIA”). Following the appointment
of Priti Verma as CRO and Daniel Baynton as CIA,
the Sub-Committee concluded its work.
Corporate sustainability
Early in 2023, the Committee recommended to
the Board that Quilter’s Responsible Business
agenda was strategically important and so should
be overseen directly by the Board. At the same
time, Quilter renamed our ambitions in this area
to corporate sustainability as this more
appropriately reflects our role as a responsible
investor and the impact we can have as a listed
company. Further information on how the Board
oversees our responsible investing in our
Corporate Sustainability framework can be found
on pages 25 to 27.
Corporate governance
The Committee has been instrumental in
overseeing and recommending to the Board a
simplified board and management governance
framework that has regard to the legal and
regulatory responsibilities for our companies,
whilst ensuring our governance is simple,
proportionate and appropriate. The new Board
governance structure was implemented on
1 September 2023 and management governance
changes followed on 1 December 2023. The Board
and management governance framework is
summarised on page 4.
The Committee considered the impact of the
Consultation proposed by the Financial Reporting
Council (“FRC”) on the 2018 UK Corporate
Governance Code and will assess and recommend
any necessary changes now the FRC have
published the 2024 Code and associated
guidance.
Conflicts of interest
In accordance with the Companies Act 2006 and
the Company’s Articles of Association, the Board
may authorise conflicts of interest. Directors
arerequired to declare any potential or actual
conflicts of interest that could interfere with
theirability to act in the best interests of Quilter.
The Company Secretary maintains a Conflicts of
Interest Register, which is reviewed by the Board
and the Board Corporate Governance and
Nominations Committee on an annual basis.
Board members hold external directorships and
other outside business interests. The Board is
mindful of the benefits that this can bring.
However, noting the recommendations of the
Code, the Committee considers any potential
impact on Quilter of any proposed new external
appointment that a Director wishes to take
onand, where appropriate, recommends the
proposed new external appointment to the Board
for its advance approval. During the year, the
Committee carefully reviewed requests to approve
new external appointments for a number of our
Non-executive Directors and concluded that these
additional responsibilities would not impact their
time commitment or cause any potential conflicts
of interest for Quilter. Details of Directors’ external
appointments can be found intheir biographies
on page 46 to 48.
Key Areas of Committee focus
Strategic Report
Other information
57
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board Corporate Governance and
Nominations Committee Report continu ed
Key Areas of Committee focus
Diversity and inclusion
Quilter recognises the importance and value of diversity and inclusion in driving good decision making
and the Board’s role in leading a culture where everyone can thrive. The Board and management believe
that having a diverse Board and diverse workforce offers a blend of perspectives that is key to achieving
our purpose and continues to be an important area of focus for this Committee to oversee. This is a key
subject matter for our stakeholders and a topic of conversation with investors and consequently is
carefully monitored.
The Committee has identified that there is work to be done in respect of the three-year time horizon
toensure that our talent pipeline is ethnically diverse and that we remain on track to meet our target
that 13% of our senior management team will be from a minority ethnic background by the end of 2027.
Board Diversity Policy
The Committee is responsible, on behalf of the Board, for the implementation and delivery of the Board
Diversity Policy (the “Policy”), which was last updated in November 2023. The purpose of the Policy is
toset out the approach to diversity and inclusion on the Board, Board Committees and senior
management. It reflects our commitment to creating an organisational culture and environment where
diversity and inclusion in its broadest sense is nurtured and celebrated. The Policy states that in
considering the composition of our standing Board Committees, due regard is given to diversity in its
broadest sense. The Policy sets a number of objectives and incorporates the targets in the FCA’s Listing
Rules and the recommendations of the FTSE Women Leaders Review and the Parker Review. The results
against these targets and the Policy at Board level for the year ended 31December 2023 are set out
below. Reporting against the senior management targets in the Policy can be found in the Strategic
Report on page 18.
Listing Rule 9.8.6(9)
FTSE Women
Leaders Review
Parker Review
As at the chosen reference date, 31 December 2023, all three
targets specified by Listing Rule 9.8.6(9) have been met:
– At least 40% of the individuals on the Board are women.
– At least one of the senior Board Positions (being the Chair, Chief
Executive Officer, Chief Financial Officer or Senior Independent
Director) is held by a woman.
– At least one individual on the Board of Directors is from a
minority ethnic background.
The disclosure required by provision 23 of the 2018 UK Corporate Governance Code in relation to the
gender balance of senior management and their direct reports can be found on page 55.
Board and Executive Management diversity
Prepared in accordance with Listing Rule 9.8.6R(10) and set out in the format contained in Listing Rule 9
Annex 2. The reference date is 31 December 2023 and no Board changes have occurred between that
date and the date on which this report was approved. Details of upcoming Board changes are included
on page 46.
Gender identity
Number of
Board Members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number of
Executive
Management
2
Percentage
of Executive
Management
Men 6 60% 3 5 50%
Women 4 40% 1 5 50%
Not specified/prefer not to say – – – – –
Ethnic background
Number of
Board Members
Percentage
of the Board
Number of
senior positions
on the Board
1
Number of
Executive
Management
2
Percentage
of Executive
Management
White British or other White
(including minority-white groups) 8 80% 4 9 90%
Mixed/Multiple Ethnic Groups – – – 1 10%
Asian/Asian British 2 20% – – –
Black/African/Caribbean/
BlackBritish – – – – –
Other ethnic group,
includingArab
– – – – –
Not specified/prefer not to say – - - - -
1
Chair, Chief Executive Officer, Chief Financial Officer and Senior Independent Director.
2
The Executive Committee and the Company Secretary.
The data collated is based upon the guidance published by the FCA in Policy Statement 22/3. The
Company Secretary collated data on behalf of the Chair and Non-executive Directors and executive
management provide their data via Workday. All data is provided with consent and anonymity is protected.
58
Quilter plc Annual Report 2023

Background
The Board is committed to transparency in assessing its own performance and strives for continuous
improvement of its effectiveness. In May 2023, building on the work of the externally facilitated review
conducted by Manchester Square Partners (“MSP”)
1
in 2022 (the “2022 Review”), the Board invited MSP
to perform an informal follow up assessment to check on progress made under the new Chair. Following
this positive review, it was agreed that itwas appropriate to conduct an internally facilitated review for
2023 to enable the Board to reflect on its performance and the quality of its decision making. In line
withthe UK Corporate Governance Code 2018 (the “Code”) recommendations, it is anticipated that
thenext externally facilitated review will be conducted in 2025.
Process
At the request of the Board, the Senior Independent Director led the review in accordance with an
approach agreed with the Board:
Outcomes and actions
The review concluded that the Board and Board Committees continue to operate effectively. Recognising
the progress that had been made under the leadership of the new Chair, the Board identified a small
number of additional areas where improvements could be made:
Matter to be addressed How the issue will be addressed
StrategyStrategy
Following the change in leadership and renewed
focus on delivery at pace, the Board is keen to
ensure the long-term planning is enhanced to
support strategic initiatives.
Updates to be provided to the Board on a regular basis
including additional engagement ahead of the planned Board
Strategy Day in May 2024.
Culture
Oversight and embedding of a new target culture
framework.
Having set the target culture in 2023, the Board continue to
receive regular updates on the implementation of the plan,
including the development of new culture metrics.
Executive performance and succession
Further insight into the executive talent
and succession pipeline.
The Non-executive Directors will continue to review the
effectiveness of the talent engagement sessions. Additional
Board time has been allocated in 2024 to focus on executive
succession.
Risk
Review of risk appetite in line with the wider
strategic considerations.
The Board will continue to be briefed on the new risk
management framework, with updates presented during 2024
as it embeds.
Governance
Once the new board governance structure has
embedded, a further review of possible efficiencies
will be undertaken.
Feedback will continue to be sought on the new governance
model, which will drive further enhancements.
You can read more about the reviews of the individual Board Committees in the Board Committee Reports,
which form part of this Governance Report. The evaluation and assessment of individual Directors,
including the Chair, is set out on page 56.
Update on 2022 Board effectiveness review
The Board regularly reviewed the status of the 2022 action plan and concluded that all matters had
been satisfactorily addressed. As the Board composition changed in the latter part of 2022, the Board
decided it would be appropriate to ask MSP to perform an additional check in May 2023 to assess the
progress being made on the 2022 Review findings. The check concluded that the 2022 action plan
was an appropriate response to the original findings and good progress had been made. The actions
taken have led to an improvement in the overall effectiveness of the Board including Board dynamics
and the understanding of Quilter’s strategic direction under the leadership of the Chair.
Stage 2Stage 2
October 2023
Stage 3Stage 3
November 2023
Stage 4Stage 4
November 2023
to date
Stage 1Stage 1
September 2023
Comprehensive
questionnaires
were agreed by
the Board on the
recommendation of
the Board Corporate
Governance and
Nominations
Committee and
published to all
Directors. The
questions built on
the themes from the
2022 Review and
focused on four key
areas: strategy, the
role of the Board,
the structure of
the Board and
governance.
The report and a
suggested action
plan, setting out a
number of actions,
was discussed by
the Board
Corporate
Governance and
Nominations
Committee. They
recommended the
report and the
action plan to the
Board. The Board
approved the action
plan.
Questionnaires
were completed by
the Directors on a
confidential and
non-attributable
basis and the Senior
Independent
Director
subsequently met
individually with the
Directors. The
compilation and
evaluation of the
Directors’
responses was
carried out by the
Company Secretary.
Progress against
the action plan is
monitored by the
Board Corporate
Governance and
Nominations
Committee. Each
Board Committee
oversees its own
action plan. The
Board was updated
in December 2023
on progress made
against the agreed
actions and the
Board will be kept
updated regularly in
2024.
1
MSP has no connection to any individual Director. They do provide coaching to a small number of executives but, other than this,
they have no other connection with Quilter.
Board effectiveness review
Strategic Report
Other information
59
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Tim Breedon
Chair
George Reid
Chair
Committee membership and attendance
Scheduled Meetings
George Reid (Chair) 9/9
Neeta Atkar
1
8/9
Tazim Essani 9/9
1
Neeta Atkar was unable to attend one meeting due
toaprior commitment. She reviewed the papers
andprovided comments to the Committee Chair
inadvance of the meeting.
Board Audit Committee Report
The Committee has been briefed on external
factors that relate to Quilter’s reporting and
controls. This included the proposed
developments with regards to the UK audit and
corporate governance reform initiatives including
the FRC’s consultation on changes to the UK
Corporate Governance Code (the “Code”) and
theMinimum Standard for Audit Committees.
TheCommittee has, and will continue to, closely
monitor the potential impacts of the new UK
Corporate Governance Code published on
22January 2024 and any further updates from the
government in relation to proposals to establish
anew Audit, Reporting and Governance Authority
(“ARGA”) to replace the FRC.
Finally, I would like to draw to your attention to the
announcement released on 10 January 2024,
which confirmed that the Committee membership
will change later in the year. With effect from
7March 2024, Chris Hill will join the Board and the
Committee, and Tazim Essani will step down from
the Board at the conclusion of the 2024 Annual
General Meeting. My thanks go to Tazim for her
contribution to the Committee and to Quilter
colleagues for their on-going support.
The following pages provide further information
on how the Committee has discharged its
responsibilities during the year. Looking ahead,
the Committee will be focused on continuing to
discharge its responsibilities particularly in light
ofexternal developments.
George Reid
Chair
The Committee considered the letter from the
Financial Reporting Council (“FRC”) in relation
toour Task Force on Climate-Related Financial
Disclosures (“TCFD”), for the year ended
31December 2022. The FRC confirmed they were
content with the Group’s reporting last year and
suggested some minor improvement areas for
2023 reporting. Further details on TCFD reporting
can be found on pages 28 to 30.
With regular input from Internal Audit, the
Committee remains focused on overseeing
continuing enhancements to strengthen the
financial control and reporting environment and is
pleased to see the resulting improvements across
the Group. Further information on how the
Committee has overseen the Group’s financial
reporting and controls can be found on pages 61
to 64 and how we oversee controls more broadly
with the Board Risk Committee on page 67.
Towards the end of the year, the Committee
commissioned internal effectiveness reviews of
both our external auditors and the Internal Audit
function. These reviews produced satisfactory
results, with both reviews demonstrating effective
performance. Particularly pleasing were the
outcomes for independence, objectivity and
effectiveness. Further details on the process and
outcomes of these reviews and the Committee’s
oversight of the work of the external auditor can
be found on page 64.
Dear shareholder
As Chair of the Board Audit Committee, I am
pleased to update you on the work of the
Committee for the year ended 31 December 2023.
On behalf of the Board, the Committee’s key focus
continues to be to challenge and monitor the
integrity of the Company’s financial reporting and
its other core duties and responsibilities remain
unchanged. The Committee has assisted the
Board in monitoring the Group’s financial control
environment, providing strong governance over
the Group’s financial reporting, and challenging
the judgements made by management and the
estimates and assumptions on which they are
based, whilst ensuring appropriate, balanced
disclosures are made. The Committee has also
reviewed and challenged the Group’s climate-
related disclosures and ensured that management
has challenged itself appropriately in respect of
how we report this to our stakeholders.
I reported to you last year that the Committee
willremain focused on ensuring that the Group’s
financial disclosures are simplified where
appropriate and I am pleased to report that
further progress has been made in this regard,
supported by the removal of the Quilter
International business from the Group’s
comparative numbers. This has resulted in a
significant reduction of the number of required
disclosures, and the Committee has also worked
to ensure that unnecessary duplication is
removed. We continue to strive to ensure our
reporting is as clear, balanced and understandable
as possible.
33%
67%
Female
Male
Committee gender diversity
60
Quilter Annual Report 2023

Committee responsibilities
– Reviews the Group’s accounting policies and
the contents of financial statements.
– Monitors disclosure controls and procedures.
– Considers the adequacy, scope of work and
resourcing of the external and internal
auditfunctions.
– Oversees the relationship with our external
auditors.
– Monitors the effectiveness of internal
financialcontrols.
Committee governance
The Board Audit Committee currently
comprises three independent Non-executive
Directors. The Chair of the Committee has
recent and relevant financial experience and
the Committee as a whole has competence
relevant to the business sectors that Quilter
operates in.
Details of the skills and experience of the
Committee members can be found in their
biographies on pages 46 to 48.
Committee evaluation
As part of the 2023 Board effectiveness review,
the Board has assessed that the Committee
membership is appropriate in providing
challenge and oversight and that the Committee
is operating effectively.
Discharging our responsibilities
The Committee reviewed its activities over the
previous 12 months against its Terms of
Reference and confirmed that it had fully
discharged its responsibilities in line with its
remit. The Terms of Reference are available at
plc.quilter.com.
Attendance
The Chief Internal Auditor, the Chief Financial
Officer, the Chief Risk Officer and representatives
of PwC, the external auditors, attend all meetings
of the Committee. On occasion, other Non-
executive Directors and the Chief Executive
Officer attended Committee meetings for
matters as desired. The Committee holds regular
private sessions with the Chief Internal Auditor
and the representatives of PwC, without
management present.
33%
28%
24%
10%
5%
2023
30%
9%
26%
6%
29%
2022
At a glance
Committee activity
Committee activity 2023 2022
Internal and External Audit
Review of Financial Statements
Internal Controls
Regulatory Compliance and
Reporting
Governance
Key areas of Committee focus
Financial reporting
The Committee reviewed and challenged the
Annual Report and Accounts, Preliminary Results
Announcement and Interim Results for 2023. The
Committee’s reviews were supported by analysis
and discussion from the Finance and Actuarial
teams, reports from the second line on the
solvency position and reports of the external
auditors. It considered these documents against
‘fair, balanced and understandable’ requirements
and whether the reporting reflected the Group’s
strategy. It further considered the impacts of the
external environment on the Group’s results,
including the inflationary conditions, and the
impact on markets and flows resulting from the
conflict in Ukraine and more recently the Middle
East. The Committee challenged whether these
were properly assessed, recognised and
disclosed. Having considered these inputs and
theCommittee’s own independent judgements,
the Committee concluded that the disclosures
fairly represented the Group’s results and
business performance. The Committee therefore
recommended to the Board the approval of each
of these reports.
Alternative performance measures
The Group’s accounts are prepared in accordance
with International Financial Reporting Standards
as adopted in the UK (“IFRS”). Certain alternative
performance measures (“APMs”) are used to aid
the understanding of the Group’s financial
statements by Quilter’s shareholders and other
stakeholders. The Committee has continued its
close scrutiny of APMs and care has been taken
toensure that where they are used, they are
necessary, clearly highlighted and explained and
are reconciled to statutory performance measures
in line with the guidance from the FRC.
The Committee has reviewed the Group’s IFRS
Accounting Policies and confirmed that they are
appropriate to be used for the 2023 financial
statements.
Going concern and
viabilitystatement
The Committee has also reviewed the basis of
accounting, the appropriateness of adopting the
going concern basis of preparation for the Group’s
financial statements, and the Group’s assessment
of viability for a period longer than 12 months.
Indoing so, the Committee considered:
– the Group’s three-year Business Plan which
includes consideration of the economic,
regulatory, competitive and risk environment;
and
– the latest Group Own Risk and Solvency
Assessment, and Internal Capital Adequacy and
Risk Assessment reports, which cover current
and future risk profile and solvency positions
based on a series of core assumptions, stress
tests and scenario analysis.
The form of the viability statement and period
covered by the statement were specifically
considered by the Committee, particularly in
lightof recent proposals to strengthen company
disclosures on corporate resilience to help
investors and other stakeholders. The Committee
was satisfied with the content of the viability
statement and supported the time period for
thestatement which is aligned with the Group’s
three-year business planning cycle. The going
concern and viability statement can be found
inthe Strategic Report on pages 42 and 43.
Strategic Report
Other information
61
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board Audit Committee Report continu ed
– a formal review by the Board Audit Committee
ofthe draft 2023 Annual Report and Accounts
inadvance of the final sign-off; and
– a final review by the Quilter plc Board of
Directors.
Having evaluated all relevant information, the
assurances by management and underlying
processes used to prepare the financial
information, the Committee is satisfied that, taken
as a whole, the 2023 Annual Report and Accounts
are fair, balanced and understandable and has
confirmed this to the Board. The process outlined
was also undertaken in respect of the Group’s
2023 Interim Results.
Climate-related disclosures
Disclosures on climate-related matters are set
outon pages 27 of the Strategic Report and
inaseparately published Task Force on Climate-
related Financial Disclosures Report (“TCFD
Report”). The Committee considered the
approachto the Report and improvements
madeto the disclosures following the ‘Dear Chair’
letter received from the FRC. In particular, the
Committee challenged management to be
thoughtful as to the continuing developments
inclimate-related disclosures and how these
canbe presented in a way that helps inform the
readerofthese reports. The Committee discussed
with management and PwC the form of assurance
thatwould be appropriate for the Group’s
TCFDReport. The Committee reviewed the
TCFDReport which is published on our website
atplc.quilter.com/tcfd/ and a summary of
thedisclosures made in the Annual Report
andAccounts. The Committee satisfied itself
thatthe TCFD Report meets the requirements
forsuch reports.
Fair, balanced and understandable
There has been a comprehensive review process
to support the Board in reaching its conclusion
that the 2023 Annual Report is fair, balanced
andunderstandable and provides the necessary
information for shareholders to assess the
Group’s position, performance, business model
and strategy.
The process which enabled the Board to reach
this conclusion, on the advice of the Committee,
included:
– the production of the 2023 Annual Report and
Accounts, managed closely by the Chief Financial
Officer, with overall governance and co-
ordination provided by a cross-functional team
of senior management;
– cross-functional support for the drafting of
the2023 Annual Report and Accounts which
included input from Finance, Risk, Investor
Relations, Corporate Secretariat, Human
Resources and wider business leaders;
– a robust review process of inputs into the 2023
Annual Report and Accounts by all contributors
to ensure disclosures are balanced, accurate
andverified, with further comprehensive reviews
by senior management;
– a review by the Company Secretary of all Board
and Board Committee minutes to ensure all
material matters considered at Board level
meetings have been disclosed in the 2023
Annual Report and Accounts;
– a specific management paper detailing the 2023
year-end assessment of fair, balanced and
understandable;
– a review of an advanced draft by the Board Audit
Committee with feedback provided and areas
that would benefit from further clarity ahead
ofthe final review and approval highlighted.
Accounting judgements and estimates
The Committee received regular updates on the Group’s key accounting judgements and estimates
toenable the Committee to consider and discuss these with management and the external auditor
inadvance of the end of each reporting period. Critical accounting judgements and material accounting
estimates deliberated by the Committee during review of the 2023 Annual Report and Accounts
included the treatment of:
Area of focus Issue/role of the Committee
Provisions for the cost of defined
benefit pension advice
The Committee reviewed the estimates involved in the provisioning
for DB to DC pension transfer cases which are subject the FCA’s
British Steel redress scheme and other Group-led past business
review cases. The Committee’s work included consideration of
regulatory developments and correspondence received from the
independent expert who has reviewed the cases. The disclosures
inthe Group’s financial statements were reviewed by the Committee
to ensure compliance with IFRS and transparent presentation.
Goodwill and intangibles The Committee considered the appropriateness of the key
assumptions underpinning the Group’s goodwill impairment testing,
and the sensitivities modelled. In particular, the Committee
considered whether the carrying amounts of goodwill and intangibles
remained appropriate in the context of changes in the UKand global
economy during 2023. The Committee reviewed the associated
disclosures in both the interim and annual financial statements to
ensure these met the requirements of IFRS and provided relevant
information to the readers of the financial statements.
Deferred tax The approach taken to the recognition and measurement of
deferred tax assets, and the estimations and assumptions used,
were reviewed by the Committee. In particular, the Committee
considered the impact of changes in the economic climate during
2023 on the recoverability of deferred tax assets.
In addition, the Committee reviewed the deferred tax disclosures
inthe Group’s financial statements to ensure compliance with
IAS12(Income Taxes).
Key areas of Committee focus
62
Quilter plc Annual Report 2023

Financial controls
The Committee has continued to focus on
ensuring the Group’s internal controls over
financial reporting operate effectively.
Management provided regular reports on the
state of the financial control environment
throughout the year, confirming that, overall,
thefinancial control environment operates
satisfactorily. Where areas for improvement have
been identified, processes are in place to ensure
that the necessary actions are taken and resulting
improvement plans were monitored by the
Committee. Time was also spent monitoring
theprogress made against the internal control
recommendations from PwC and the Committee
is content that adequate progress is being made
towards closing these agreed actions. The
Committee discussed with management and the
external auditors controls over privileged access
to IT systems and data management.
As part of the process to review and challenge
the2023 financial statements, the Committee
considered the processes and controls in place
toprovide reasonable assurance regarding the
reliability of financial reporting and the preparation
of the financial statements.
Regulatory reporting
During the year, the Committee scrutinised,
challenged and recommended to the Board for
approval, the Group’s 2022 annual Solvency II
reporting having received detailed reports on
thedisclosures from management, the Actuarial
function and the external auditors. Towards the
end of the year, the Committee also reviewed
andapproved the methodology and assumption
changes to be applied to the 2023 year-end
Solvency II reporting.
Capital and distributions
The Committee is responsible for reviewing and
advising the Board on the affordability and
suitability of any capital returns and distributions,
including any Interim and Final Dividends.
CASS compliance
Compliance with the FCA’s Client Assets
Sourcebook (“CASS”) rules and the Central Bank
ofIreland’s Client Asset Regime (“CAR”) regulations
by the Group’s permissioned regulated
subsidiaries is essential to protecting the interest
of Quilter’s customers. The Committee monitors
compliance with these regulations by reviewing
reports on CASS produced by the internal and
external auditors, the second line Risk function
and by management. These reports provide
management information on any breaches of
significance and remedial actions taken. The
Committee also monitors the CASS Control
Framework in place to maintain appropriate CASS
Controls and improvements made with regards
togreater consistency in CASS Controls and
collaboration across the business.
Whistleblowing
Quilter continues to be committed to promoting
aculture that encourages employees to speak up
and recognises the importance of having effective
and trusted whistleblowing arrangements in place
to ensure ethical and fair business conduct.
The Committee oversees the Group’s
whistleblowing arrangements and understands
the importance of these not only being effective
inpractice but that they are viewed by employees
and all other stakeholders as being fair, rigorous
and effective in resolving concerns.
Challenge provided by the external auditors on
the most appropriate function to hold
responsibility for whistleblowing resulted in the
Committee requesting Internal Audit to consider
whether it would be more appropriate for a
function other than Human Resources to be
responsible for whistleblowing. The Committee
subsequently approved a proposal for the Risk
function to adopt responsibility for whistleblowing.
The Committee has received six-monthly reports
on whistleblowing from management and has
considered the details of specific whistleblowing
complaints, the outcome of management’s
investigations and the effectiveness of the
whistleblowing processes in place. The reports
have included metrics from the Peakon colleague
surveys which relate to colleagues’ levels of
comfort in raising concerns about possible
misconduct or wrongdoing.
The Committee has also reviewed data on
grievances and other indicators that the Group
has a transparent and open culture where
employees feel able to raise concerns. George
Reid, the Chair of the Board Audit Committee,
isthe Whistleblowing Champion for Quilter.
Internal Audit
The Committee works closely with the Chief
Internal Auditor and throughout the year the
Committee continued to monitor closely the
outputs and progress of the Internal Audit
function. The Chief Internal Auditor presented
regular reports to the Committee, which drew the
Committee’s attention to the key audit findings
together with management’s response, the extent
to which management has self-identified the
issues being raised by Internal Audit, as well as
theprogress and effectiveness of associated
remediation by management to address audit
Key areas of Committee focus
findings. These measures are tracked closely as
they provide an indication of the maturity of the
Group’s control framework. Where necessary, the
Committee has escalated matters to the Board.
The Committee also received updates on progress
against the Audit Plan and proposed changes
tothe Plan as the year progressed. While the
consideration of customer risk and issues
werealready a key part of the Internal Audit
methodology and Charter, the Committee also
considered and approved some revisions to
theCharter and rating definitions to strengthen
the alignment with the new Consumer Duty
responsibilities and principles. Internal Audit
reports regularly to the Committee on its overall
assessment of the internal control environment
and where action is needed to enhance internal
controls. During the year, the Committee followed
up to ensure that management actions from
internal audit reports were being addressed.
As it does each year, the Committee met jointly
with the Board Risk Committee to consider
together the Risk Function Plan and the Internal
Audit Plan. The Committee approved an Internal
Audit Plan for 2024 focused on the most critical
areas for the Quilter business and designed to
support the safe delivery of the organisation’s
strategic priorities as well as recognising the
importance of considering the Consumer Duty
throughout all reviews. The Chief Internal Auditor
has confirmed that the necessary resources,
skillsets and budget are in place to deliver the
2024 Internal Audit Plan, including having
appropriate contingency to ensure that the
Internal Audit function can adjust and react
tounexpected demands.
Strategic Report
Other information
63
Quilter plc Annual Report 2023
Financial statementsGovernance Report

The Committee regularly monitors the
effectiveness of the internal audit function using a
balanced scorecard, which is reviewed periodically
to ensure it remains appropriate. Towards the
endof the year, the Committee commissioned
aninternally facilitated effectiveness review of
Internal Audit which sought views from key
stakeholders across the business. The results
concluded that the function operates effectively,
ensured its focus remains current and continues
to make a strong contribution to the control
environment across the Group. Importantly,
thefunction scored highly for independence,
objectivity and integrity. In line with its Terms of
Reference, the Committee expects to commission
an external quality assessment (“EQA”) of the
Internal Audit function in 2024. The last EQA was
conducted in 2021.
External Audit
The Committee is responsible for overseeing
theGroup’s relationship with the external auditors
and the effectiveness of the audit process. PwC
have served as the Group’s statutory auditor since
the 2020 year-end reporting period, following a
formal tender process conducted in 2019. The
Company has complied with the Statutory Audit
Services for Large Companies Market Investigation
(Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014
for the financial year ended 31 December 2023.
Quilter has no current intention of tendering for
an alternative statutory auditor before the end
ofthe current required period of ten years, but
the Committee will keep this under review,
asappropriate.
In advance of each Committee meeting, the
Chairof the Committee meets separately with
PwC’s lead audit partner, Mark Pugh, to ensure
thediscussions at Committee meetings are
appropriately focused, challenging the conclusions
reached by management as well as the audit work
performed thereon. Under regulation, Mr Pugh’s
term as the lead audit partner should not normally
exceed a maximum duration of five years.
To support a robust and high-quality external
audit, the Committee ensured the external Audit
Plan was appropriate and has received regular
and detailed reports from PwC throughout 2023
covering all aspects of their work. The Committee
has reviewed these reports and has considered
the level of professional scepticism and challenge
of management assumptions and PwC’s
judgements. The Committee has also reviewed
PwC’s internal control recommendations and
assessed management’s response to these
internal control findings. PwC has continued to
contribute strongly to discussions on Quilter’s
financial statements, the Group’s financial
reporting processes and key accounting
judgements as well as providing challenge with
regards to removing duplicative disclosures.
In response to a request from the Committee,
PwC provided an update in H1 2023 in relation
tonon-financial reporting and assurance. The
Committee has also received technical updates
from the external auditors to keep them abreast
of the latest accounting, auditing, tax and
reporting developments.
Monitoring the provision of non-audit services
bythe external auditors is an essential element
ofthe Committee‘s responsibility to ensure the
independence and objectivity of the external
auditors. In addition to the reports provided by
PwC on their independence, the Committee has
also received reports from management providing
details of the non-audit services provided by PwC
and consultancy support provided by other
leading audit firms. The policy adopted by the
Committee on non-audit services requires that
non-audit services provided by the statutory
auditor will not exceed 25% of the fees charged for
audit and audit-related services. The Group’s total
fees for non-audit services remain well within the
25% limit set out in the policy.
Following the successful use of Audit Quality
Indicators (“AQIs”) on the audits of the previous
two years, use of these as a tool to inform the
assessment of the effectiveness of the external
audit function has continued this year. The
measures agreed remain consistent with those
used in the prior year as these remain the most
relevant audit areas important to an effective
audit. The AQIs have been reported on by PwC to
the Committee throughout the course of the audit
which has provided the Committee with more
in-depth information about factors that influence
the external audit quality.
Towards the end of the year, an internally
facilitated review was conducted which considered
the views of key stakeholders on the effectiveness
of the external auditors and the 2022 audit
process across a range of criteria, including
independence, objectivity, industry knowledge,
sufficiency of resources and service quality.
Viewswere sought using a questionnaire which
was broadly similar to that used in the prior year
and had been reviewed against PwC’s practice
tool for assessing the quality and effectiveness
ofexternal audit. The results concluded that PwC’s
performance continues to be satisfactory and the
firm had delivered an effective service overall
forthe Group with a small number of areas for
continued focus identified. PwC scored highly
forindependence, integrity and objectivity which
provides further assurance over audit quality.
PwC will be recommended for re-appointment
byshareholders at Quilter’s AGM to be held in
May2024.
Board Audit Committee Report continu ed
Key areas of Committee focus
Auditors’ remuneration
Year ended
31December
2023
£m
Year ended
31December
2022
£m
Fees payable to the Group auditors and its associates for the audit of
Parent Company and Group consolidated financial statements 1.5 1.3
Fees payable to the Group auditors and its associates for other services:
Audit of the financial statements of the Group subsidiaries 1.9 2.1
Audit-related assurance services 1.1 1.2
Fees for other assurance services 0.5 0.2
Total Group auditors’ remuneration 5.0 4.8
64
Quilter plc Annual Report 2023

Neeta Atkar MBE
Chair
Board Risk Committee Report
The Committee has approved a calendar of
business for 2024 to enable it to continue to meet
its responsibilities. I will work closely with the
ChiefRisk Officer to further enhance the reporting
the Committee receives and to ensure that any
matters requiring our attention are given
appropriate scrutiny. We will focus on the
identification and mitigation of new and emerging
risks, ensuring that the Board’s strategy and
transformation plans are delivered within our
agreed risk appetite.
As announced on 10 January 2024, Paul Matthews
will step down from the Board at the conclusion
ofthe 2024 Annual General Meeting. I would like
to thank Paul for his support and service to the
Committee since being appointed in 2018.
Finally, I am grateful to the Quilter team for their
continuing focus and to my fellow Board
colleagues for their support.
Neeta Atkar MBE
Chair
2023 saw significant external regulatory change
with the introduction of the new FCA Consumer
Duty. The Committee oversaw the delivery of
management’s implementation plan for the new
requirements and reviewed the risks that arose
from the changes management made. The
Committee challenged management to produce
metrics that allow us to demonstrate that all
reasonable steps are being taken to avoid causing
foreseeable harm to customers and expected
outcomes are being achieved. Work continues
toappropriately embed the new Duty in Quilter’s
day-to-day processes and ensure it is well
understood by our advisers and all colleagues.
More information on how Quilter has
implemented the new Consumer Duty can be
found on page 53.
One significant change during the year was the
appointment of a new Chief Risk Officer, Priti
Verma, who succeeded Nick Sacre-Hardy in
April2023. I would like to thank Nick for his
diligence and leadership of the Risk function
during his tenure as the Interim Chief Risk Officer.
The Committee is supportive of the enhancements
made to the Risk Management Framework during
the year, which will continue todrive the
embedding of risk culture within the business and
enable the Committee to more clearly analyse risk
events. A revised set of Level 1 Risk Categories
describe the main areas of risk exposure for
Quilter and are supported by more granular Level
2 risk appetite statements and measures. The
refined framework, details of which can be found
in the Risk Review on pages 37 to 41, supports a
data-led risk intelligence strategy and will enable
amore quantitative approach to the management
of internal and external risks to Quilter.
Dear shareholder
I am pleased to provide my second report to you
as Chair of the Board Risk Committee and update
you on the work that the Committee has
undertaken during 2023.
The purpose of the Committee is to oversee
management’s delivery of the strategy within the
agreed risk appetite. As we monitor and review
the internal and external risks that the business
faces, we provide guidance, support and challenge
to management on how these risks are managed
and mitigated.
2023 has seen the continuing challenges of the
external economic environment, with interest rate
increases and persistent high inflation resulting
inUK households facing further cost of living
pressures. In addition, both ongoing and emerging
geopolitical conflicts have impacted investor
confidence, with the net result being reduced
flows into the business. Given these challenges,
itis important as ever that management ensures
that the cost base is being managed in a way that
supports effective risk management. Iam pleased
to confirm Quilter has operated within risk
appetite and continues to maintain strong capital
and liquidity positions.
The Committee continued to review internal risks
to our strategy, with management increasing its
capacity, focus and control on the development
and delivery of strategic and transformational
initiatives. Management actions, including
improved prioritisation and a matured resource
allocation process, continue to reduce the risk
associated with the strategic initiatives, and we
willcontinue to oversee this in the coming year.
Internal controls continue to be assessed and
management challenged to further enhance,
where required, controls in order to reduce
therisk of harm to customers.
Committee membership and attendance
Scheduled Meetings
Neeta Atkar (Chair)
1
7/8
Moira Kilcoyne 8/8
Paul Matthews 8/8
George Reid 8/8
Chris Samuel
2
7/8
1
Neeta Atkar was unable to attend the joint Board Audit
and Board Risk Committees meeting and this meeting
waschaired by the Board Audit Committee Chair. The
papers were reviewed and comments provided to the
Chair of the meeting in advance.
2
Chris Samuel was unable to attend one meeting due
toaprior commitment. He reviewed the papers and
provided comments to the Committee Chair in advance
ofthe meeting.
Female
Male
60%
40%
Committee gender diversity
Strategic Report
Other information
65
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board Risk Committee Report continued
Committee responsibilities
– Oversees risk strategy.
– Recommends the total level of risk Quilter
isprepared to take (risk appetite).
– Monitors the risk profile.
– Assesses the top and emerging risks.
– Monitors and reviews the internal control
framework.
– Oversees the effectiveness of the Risk and
Compliance function.
Committee governance
The Board Risk Committee currently comprises
five independent Non-executive Directors
Details of the skills and experience of the
Committee members can be found in their
biographies on pages 46 to 48.
Committee evaluation
As part of the 2023 Board effectiveness review,
the Board has assessed that the Committee
membership is appropriate in providing
challenge and oversight and that the Committee
is operating effectively.
Discharging our responsibilities
The Committee reviewed its activities over
theprevious 12 months against its Terms
ofReference and confirmed that it had fully
discharged its responsibilities in line with
itsremit.
Attendance
The Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer, Chief Risk
Officer and Chief Internal Auditor regularly
attend Committee meetings. The Group Chair
and, on occasion, other Non-executive
Directors attended Committee meetings
forspecific matters.
At a glance
Committee activity
Committee activity 2023 2022
Top Risk Oversight
Risk Appetite, Profile and Capital &
Liquidity
Risk Governance and Remuneration
Regulatory Change
Risk management framework
During the year, the Committee spent time
reviewing the Risk Management Framework that
has been refined to support a more data-led risk
appetite strategy and recommended the changes
to the Board. The framework improves the
evidencing of the provision of good outcomes
forour customers and supports the early
identification of, and action to prevent, potential
harm. Changes have been staggered, starting
withchanges to the risk categorisation structure,
risk appetite, the top-down risk map process
andpolicies.
Risk appetite
Aligned with the refined Risk Management
Framework, Quilter’s approach to risk appetite
hasevolved to become more data-driven and
embedded in the organisation. Overarching
Level1 risk categories have been put in place,
complemented with a suite of risk appetite
statements and key indicators for each of
theLevel 2 risk categories.
Top risks
You can read about the Group’s assessment
ofour top risks and how these are identified,
managed and mitigated on pages 39 and 40
intheChief Risk Officer’s Report. The Committee
receives quarterly updates from the Chief Risk
Officer on her assessment of these risks.
New and emerging risks
As part of the quarterly Chief Risk Officer’s Report,
updates on the emerging risks to Quilter are
considered by the Committee. Such risks are less
certain in terms of timescales and impacts from
the external environment and the Committee
reviews management’s assessment of emerging
risks and advises on proposed mitigating actions.
Detail of the near, medium and longer-term
emerging risks identified for Quilter can be found
in the Risk Report on page 41.
Business strategy and performance
The Committee received six-monthly reviews of
the strategic risk profile associated with delivery
ofthe Operating Plan. The risk landscape has
improved during the course of the year, reflecting
the maturing of transformation programmes
andtheir associated governance and controls
processes. The Committee asked management
toinclude an indication of future trend in its
reporting in order to assess the medium-term
outlook of the risk profile.
We were regularly updated on the Group’s capital,
cash and liquidity positions against our risk
appetite. Quilter remains strongly capitalised
andhas operated within capital and liquidity risk
appetites during the year.
Business operation
The Committee reviewed the annual Operational
Resilience Self-Assessment and the progress
being made towards meeting regulatory
compliance by March 2025.
We were briefed on the progress that had been
made to Quilter’s operating model with regards
toThird Party Risk Management. The Committee
acknowledged the importance that holding our
third parties to account has on ensuring good
outcomes for our customers, and challenged
management to further enhance reporting from
suppliers, service delivery and risk management.
Key areas of Committee focus
46%
25%
20%
9%
2023
50%
15%
17%
18%
2022
66
Quilter plc Annual Report 2023

to the scenarios that were tested. The
assessments, together with the recovery and
wind-down plans, were discussed and challenged
by the Committee during the year.
People
The Committee reflected upon regular updates
onPeople Risk through the quarterly Chief Risk
Officer’s Report. Updates have focused on culture
and the risks and mitigating actions management
are taking in relation to Quilter’s ability to attract
and retain skilled colleagues.
Committee oversight of the Risk
and Compliance function
A review of the Risk and Compliance function
wascompleted during the year, following the
appointment of the new Chief Risk Officer, and
resulted in changes to the structure of the Risk
function, aligning it better to how Quilter is
organised and managed now.
The Committee approved the Risk and Compliance
function plans in a joint meeting with the Board
Audit Committee and receives regular updates
onprogress through the year. Monitoring of the
plansincludes an assessment of the quality and
appropriateness of resourcing and overall
deliveryof key activity. Adjustments to the plans
are brought back to the Committee for approval
ifnecessary.
Looking forward
As we look forward to 2024, geopolitical risk
remains heightened and both the macroeconomic
and political landscape are uncertain. The
Committee will continue to pay close regard to
theimpacts of the external environment for our
customers and advisers and focus on oversight
ofthe risks related to delivery of strategic and
transformation activities and the embedding of
the Consumer Duty.
During the year we received regular updates on
the activities to support the migration of clients
and services of Quilter International to Utmost.
The Committee were pleased with management’s
focus on ensuring minimal impact for our former
customers. An additional benefit of the work is
that it will unlock the further simplification of our
IT architecture, reducing risks and costs for the
Group. The migrations completed in Q4 2023.
Technology and security
An update on the Information Security
environment was provided to the Committee,
withthe decommissioning of several significant
applications and related infrastructure enabling
areduction in risk profile.
The Committee was briefed on the results of the
cyber security stress-testing exercise that was
completed during the year. Both the Committee
and the Board remain cognisant of the importance
of cyber controls to minimise the risk of an attack.
Suitability and product proposition
An area of continued focus for the Committee is
the risk of poor outcomes or harm to our
customers from the performance of Quilter’s
products. We monitor our ongoing management
of conduct risk and receive regular updates
through the quarterly Chief Risk Officer’s Reports
on conduct risk matters including complaints,
advice and suitability and post advice
arrangements and servicing.
The Committee received three updates during
theyear on progress of the implementation plans
for the new FCA Consumer Duty, challenging
management to ensure that the requirements are
embedded in Quilter’s day-to-day processes and
are understood by our advisers and employees in
order to protect our customers from foreseeable
harm. The work of the Committee complemented
the work of our regulated subsidiary boards
andcommittees in this area. Further information
onthe work of the Committee regarding the
Consumer Duty can be found on page 53.
Regulatory, Tax and Legal
The Chief Risk Officer provides analysis and
commentary on the interactions with our
regulators through her quarterly report for the
Committee to consider. The reporting covers
regulatory change that impacts the business,
clients and customers. It includes an assessment
of likely change and the impact for Quilter, as well
as expectations from Quilter’s supervisory teams
in the UK and other jurisdictions within which
ourGroup entities operate.
The Group Data Protection Officer presented
bi-annual reports to the Committee with his
assessment of the data privacy risk. This
assessment details the adequacy of data
protection policies, procedures and governance
arrangements to mitigate data protection risks
and comply with data protection legislation,
including the General Data Protection Regulation.
The Committee considered an annual update from
the Group’s Money Laundering Reporting Officer
which gives a pan-Quilter view of the Anti-Money
Laundering and Counter Terrorist Financing
control environment and associated risks. There
has been a rise in the volume of fraudulent
attempts throughout the year and an increase to
the risk profile. The Financial Crime Team continue
to enhance anti-fraud procedures and protect
ourclients.
The Committee dedicated significant focus to
reviewing and challenging the component parts
ofthe Own Risk and Solvency Assessment and
Internal Capital Adequacy and Risk Assessment,
including the capital allocations and stress and
scenario testing. We approved changes
Internal controls
The Board Audit Committee and the Board
Risk Committee regularly review internal
controls on behalf of the Board and receive
regular reports from management, Internal
Audit and the Finance function. The Chairs
ofthe Board Audit Committee and the Board
Risk Committee regularly brief the Board
onthe key matters discussed by these
Committees. Throughout the year ended
31December 2023 and to date, the Group
has operated a system of internal control that
provides reasonable assurance of effective
operations covering all controls, including
financial and operational controls and
compliance with laws and regulations.
Processes are in place for identifying,
evaluating and managing the principal risks
facing the Group in accordance with the
‘Guidance on Risk Management, Internal
Control and Related Financial and Business
Reporting’ published by the Financial
Reporting Council. The Board Risk Committee
received management’s assessment of the
effectiveness of internal controls and
concluded that, based on their assessment,
they were effective. The Board also
considered and endorsed this assessment as
well as the Board Audit Committee’s review of
the internal controls over financial reporting.
The Chair of the Board Audit Committee
reports on the review of controls over
financial reporting and how the Board Audit
Committee has monitored the independence
and effectiveness of the internal and external
auditors on pages 63 and 64.
Key areas of Committee focus
Strategic Report
Other information
67
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Tim Breedon
Chair
Tim Breedon CBE
Chair
within our senior management population (further
details are contained in the Insight into Colleagues
section of the Section 172 (1) statement on pages
17 to 19). These targets have been incorporated
into the Executive Directors’ STI scorecards for
2024, as well as specific culture andengagement
targets for the wider workforce.
The Committee continued to monitor the
remuneration conditions of the wider workforce
closely and approved a salary budget of 5% for
2023, which was weighted to the Group’s lower
earners where the impact of cost of living
pressures were most significant. I look forward
tofurther engagement with our employee
representatives on pay conditions across the
Group and other matters important to the
workforce as I take on the Workforce Engagement
Director role from my Committee colleague, Tazim
Essani, after she steps down from the Board at
the 2024 AGM.
Looking ahead, we will undertake a full review
ofthe Company’s Directors’ Remuneration Policy
(the “Policy”) during 2024, ahead of seeking
shareholder approval for a new Policy at the 2025
AGM. I look forward to the opportunity to engage
with shareholders and investor bodies during
thatprocess to ensure that our Policy proposals
appropriately align Executive Director and
shareholder interests for the long-term benefit
ofall stakeholders.
Lastly, I would like to thank my Board colleagues,
Tazim Essani and Paul Matthews, for their service
on the Committee ahead of them stepping down
from the Board at the conclusion of the 2024 AGM.
Tim Breedon CBE
Chair
The Committee approved a 2023 STI outcome
of£745,000 (65% of maximum) for the Chief
Executive Officer, Steven Levin, and £595,000
(64% of maximum) for the Chief Financial Officer,
Mark Satchel. Each Executive Director also
received an outcome of 66% of maximum for
thevesting of the 2021 Long-term Incentive (“LTI”)
award. The Committee reflected corporate activity
in the period in line with previous awards, with this
discretionary adjustment reducing the vesting
outcome. Full details are set out in the Report.
In granting 2023 LTI awards to the Executive
Directors, the Committee considered carefully the
impact of market volatility and the reduction in the
Company’s share price since the prior year’s grant.
The Committee decided to scale back the level
ofLTI awards as a proportion of salary by 23
percentage points and included a provision in
theaward conditions to adjust down the outcome
further at vesting for any windfall gains if and to
the extent it deems necessary.
The Committee reviewed the Executive Directors’
salaries against relevant market data and
approved an increase of 3.5% for the Chief
Executive Officer from 1 April 2024. This is less
than the salary increase budget approved for the
wider workforce.
For 2023, we have reported a median gender
paygap of 30% and a median gender bonus gap
of 39%. Our pay gaps continue to come down
gradually but remain significant, driven primarily
by representation in senior and higher paid,
revenue generating roles. At the end of 2023,
theproportion of females in senior management
roles was 43%, meeting the STI target, whilst the
proportion of ethnic minorities was 9%, exceeding
the STI target of 7%.
To reinforce our commitment to reducing our
gender and ethnic pay gaps and driving an
inclusive culture, the Company is in the process
ofrefreshing its Inclusion and Diversity Action Plan
with updated targets for diverse representation
Dear shareholder
On behalf of the Board, I am pleased to present
the Remuneration Report (the “Report”) for the
year ended 31 December 2023. The Report sets
out what the Directors of the Company were paid
in respect of 2023 and aims to ensure high levels
of disclosure regarding remuneration policy in
accordance with the UK Corporate Governance
Code and transparency in respect of the Board
Remuneration Committee’s (the “Committee”)
decision making. I trust you will find the Report
clear and informative, and I welcome your views
on the Report and the Policy more broadly.
Quilter’s business model is aligned with the
principles of the Consumer Duty regime, which
came into effect during 2023, and the Company
has continued to invest in customer experience
and proposition enhancements to support the
delivery of good customer outcomes.
Overall, the business performed well in 2023.
TheAdjusted Profit result of £167 million (up 25%
on £134 million in 2022) exceeded the maximum
target for STI purposes. This result was driven by a
combination of higher interest income and strong
expense management that offset the negative
impact on net management fees of lower market
levels than assumed when the targets were set.
The Committee considered carefully whether a
maximum outcome for the profit measure fairly
and appropriately reflected underlying business
performance and concluded that no adjustment
was required.
The challenging market conditions for new
business that we experienced for the majority of
2022 persisted in 2023, with macroeconomic and
geopolitical factors continuing to impact investor
confidence. As a consequence, net flows in our
core business of £0.8 billion, equal to 1% of
opening AuMA and down from £2.1 billion in 2022,
were below our threshold target for Short-term
Incentive (“STI”) purposes, despite representing
resilient performance in a subdued environment
for flows across the industry.
Board Remuneration Committee Report
Committee membership and attendance
Scheduled Meetings
Tim Breedon (Chair) 7/7
Ruth Markland 7/7
Tazim Essani 7/7
Paul Matthews 7/7
Female
Male
50%
50%
Committee gender diversity
68
Quilter plc Annual Report 2023

Committee responsibilities
– Sets the overarching principles and parameters
of remuneration policy across Quilter.
– Considers and approves remuneration
arrangements for Executive Directors, senior
executives and the Company Chair.
– Considers the impact of risk matters on
remuneration.
– Approves individual remuneration awards.
– Agrees changes to senior executive
incentiveplans.
Committee governance
The Committee currently comprises three
independent Non-executive Directors and
theChair of the Board, who was independent
onappointment.
Details of the skills and experience of the
Committee members can be found in their
biographies on pages 46 to 48.
Committee evaluation
As part of the 2023 Board effectiveness review,
the Board has assessed that the Committee
membership is appropriate in providing
challenge and oversight and that the Committee
is operating effectively.
Discharging our responsibilities
The Committee reviewed its activities over the
previous 12 months against its terms of reference
and confirmed that it had fully discharged its
responsibilities in line with its remit. The terms
of reference are available at plc.quilter.com.
Attendance
The Chief Executive Officer, Chief Financial
Officer, HR Director, Reward Director and the
Committee’s independent remuneration
adviser regularly attend Committee meetings,
except when it would not be appropriate for
them to do so. Attendees do not take part in
decisions relating to their own remuneration
and potential conflicts are suitably mitigated.
57%
18%
20%
5%
2023
38%
25%
32%
5%
2022
Key performance highlights
– Adjusted Profit was £167 million for 2023, up
25% on £134 million in 2022, with an operating
margin of 27%, up from 22% in 2022.
– Management action to constrain costs helped
tooffset a weak revenue environment, with
full-year expenses of £458 million being
£14 million lower than 2022 and £22 million
lower than 2021 despite inflationary pressures.
– In addition, the business had delivered
£53 million of run-rate Simplification cost savings
bythe end of 2023, exceeding its initial target
of£45 million a year early.
– On revenues, investment interest income was
higher than expected at the start of the year due
to higher than anticipated Bank of England base
rate increases, which offset lower than expected
net management fees due to lower market levels
at the start of the year and lower net flows than
originally targeted.
– Core net flows of £0.8 billion were down 62%
on2022 (£2.1 billion). This reflected reasonably
robust performance in a challenging market for
new business, with strong flows from the Quilter
channel and steady growth in the Platform’s
share of IFA flows over the year.
– The business is aligned with the new Consumer
Duty that came into effect during 2023, and
hasnot had to make any material changes to
products or pricing to comply with the principles
of the Duty. The introduction of the Duty has
reinforced the advantages of Quilter’s customer-
led business approach, with several further
service and proposition enhancements delivered
during the year.
– Investment performance was strong across the
flagship WealthSelect range with first or second
quartile performance over one year in 28 of its
40 portfolios. It also continued to see strong
inflows, surpassing £13 billion in assets under
management for the first time. The Cirilium
Blend and Passive solutions also performed well,
with actions to improve performance of Cirilium
Active starting to show results, whilst Quilter
Cheviot’s discretionary and managed portfolios
achieved steady performance.
Short-term incentive outcome
The Adjusted Profit outcome of £167 million
exceeded the maximum target of £140 million
and, noting in particular the materiality of the
levelof outperformance, the Committee were
comfortable that a maximum outcome was
justified. Conversely, net flows of 1% of opening
AuMA was below the threshold target of 2%. As a
result, the outcome for both Executive Directors
for the financial element of the STI scorecard was
58% of maximum, which accounts for 60% of the
total scorecard.
In terms of non-financial performance, the
business made good progress against its strategic
priorities, whilst managing risk prudently and
effectively. The new Consumer Duty was
implemented successfully and the business’s
customer-led model served it well insupporting
good customer outcomes. The Company also
achieved its three key people objectives in respect
of diverse representation insenior roles and
colleague engagement.
Overall, this resulted in STI outcomes of 65% of
maximum for the Chief Executive Officer, Steven
Levin, and 64% of maximum for the Chief Financial
Officer, Mark Satchel. Full details of the STI awards
are set on pages 78 to 80 of the Report.
Committee activity
Committee activity 2023 2022
Remuneration schemes, including
all employee schemes
Risk and Governance
Specific remuneration arrangements
Group Remuneration Policy
At a glance Key areas of Committee focus
Strategic Report
Other information
69
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board Remuneration Committee Report cont inued
and ethnic pay gaps, in the Insight into Colleagues
section of the Section 172 (1) statement on pages
17 to 19.
Considerations for the year ahead
There are no changes to the Policy or its
application for the 2024 financial year.
The targets for the 2024 LTI award are set out on
page 82 and the targets for the 2024 STI award will
be disclosed retrospectively in next year’s Report,
in line with normal practice given the commercial
sensitivity of annual targets.
As the next binding resolution on the Policy will be
due at the Company’s 2025 AGM, the Committee
intends to undertake a full review of Policy and
practice during 2024, taking into account
shareholder views as well as market practice
andregulatory and corporate governance
developments. Full details of any changes
proposed to the Policy will be set out in the
2024Report, ahead of the 2025 AGM.
Fixed remuneration
With regard to fixed remuneration, the Committee
decided to increase the base salary of the Chief
Executive Officer, Steven Levin, to £595,000 from
1 April 2024, an increase of 3.5% which is lower
than the average increase expected for the wider
workforce of 4% and reflects strong performance
and continued market alignment. The Committee
decided not to apply an increase to the salary of
the Chief Financial Officer, Mark Satchel, following
an adjustment in the prior year.
A review of Non-executive Director fees, excluding
the Company Chair, was also undertaken in light
ofchanges to the Group governance structure.
Non-conflicted members of the Board agreed
certain adjustments to Board and Committee fees
to recognise changes in time and regulatory
responsibilities. The aggregate fees of independent
Non-executive Directors across the Group are
expected to be lower following this reorganisation.
Long-term incentive outcome
The 2021 LTI award for the three-year performance
period that ended on 31 December 2023 was
weighted 70% on compound annual earnings
growth and 30% on TSR relative to the FTSE 250
(excluding investment trusts).
In determining the vesting outcome, the
Committee exercised discretion to adjust the
calculation of earnings growth for the impact
ofcorporate activity. In line with the approach
taken on prior awards, the Committee decided to
exclude the earnings of Quilter International from
the base year, net of certain stranded costs, and
neutralise the effect of the share consolidation
programme linked to the sale of Quilter
International, to provide a consistent measure
ofunderlying earnings growth over the period.
This adjustment had the effect of reducing the
LTIoutcome from 70% of maximum to 66.1%
ofmaximum. A breakdown of the earnings growth
calculation is set out on page 81 of the Report.
On the TSR metric, Quilter was ranked 102nd out
of 155 companies from the FTSE 250 (excluding
investment trusts) over the period, reflecting the
challenging market conditions for wealth and
asset managers relative to other sectors. As this
was below the median of the comparator group,
itcontributed nil to the outcome.
Overall, this resulted in an LTI outcome of 66.1%
ofmaximum for both Executive Directors. The
awards will vest on 27 March 2024, with the net
vested shares subject to a minimum two-year
post-vesting holding period and subject to
clawback during that period.
Long-term incentive grant
At the time 2023 LTI awards were due to be
granted to Executive Directors, the Quilter share
price was materially lower than the prior year
grant price and historical averages.
Following careful consideration, the Committee
decided to scale back the level of LTI awards to
recognise the fall in the share price. The awards
were granted on 3 April 2023 over a number
ofshares equal to 177% of base salary for each
Executive Director, a reduction in award value
of11.5%, or 23 percentage points, from the
regular award level of 200% of base salary.
TheCommittee also retains discretion to adjust
further at vesting for windfall gains should it
consider it necessary to do so.
Inclusion, diversity and culture
Within the personal element of the STI scorecard,
the Committee set targets to increase the
proportion of female and ethnic minority
colleagues in our senior management population
(defined as the Company’s Executive Committee
and their direct reports (excluding business
managers and personal assistants)) by the end
of2023. Both of these targets were achieved, with
the proportion of females standing at 43%, in line
with target, and the proportion of ethnic minority
colleagues standing at 9% against a target of 7%.
The Committee also set a minimum Group-wide
colleague engagement target of 7.6/10 by the end
of 2023 to underpin the importance of an inclusive
culture and engaged workforce. At the end of
2023, the Company’s engagement score stood
at7.6, in line with the target.
For 2023, we reported a median gender pay gap
of30% and a median gender bonus gap of 39%,
both of which represent small improvements
onthe prior year.
Increasing the diversity of our senior leadership,
improving access and development within our
industry for people of all backgrounds and driving
an inclusive culture all form core elements of our
broader Inclusion and Diversity Action Plan. You
can read more about this, as well as our gender
Remuneration Policy
– The current Policy was approved by
shareholders at the AGM on 12 May 2022,
with 96% votes in favour.
– The Policy is intended to operate for three
years and will next be put to a shareholder
vote for formal approval no later than the
2025 AGM.
– The Policy has had only minor evolutionary
updates since the Company listed in 2018
toensure it continues to align to market
andcorporate governance best practice.
– The application of the Policy continues
toalign management incentives to the
Company’s strategic priorities, as set out
inthe chart on page 73.
– The alignment of Company performance
with remuneration outcomes through the
operation of the Policy in 2023 was in line
with expectations.
– In 2024, we will be reviewing the Policy to
ensure it continues to be fit for purpose
inincentivising and rewarding stretch
performance. As part of this review, we will
be consulting with our shareholders during
the year to hear their views on our current
Policy, and to get specific input and
feedback should the Committee be minded
to make any changes to the remuneration
approach.
Key areas of Committee focus
70
Quilter plc Annual Report 2023

Key Performance
Indicators
Annual salary review (April 2023)
5%
2022: 4%
Vesting outcome
66.1%
of maximum
Adjusted profit
£167m
2022: £134m
Core net flows
£0.8bn
2022: £2.1bn
Core net flows as
percentageof opening AuMA
1%
2022: 2%
Company Pension contribution
10%
2022: 10%
SAYE new plan uptake
43%
2022: 32%
STI eligibility
99%
2022: 98%
SIP Free Shares
1,282 colleagues
celebrated 5-year anniversary of award
Short-term Incentive
3-year earnings
per share CAGR
19%
2022: 9%
Total shareholder
return ranking
3rd quartile
2022: 3rd quartile
Long-term Incentive
Long-term Incentive
Wider workforce
Single figure
Mark Satchel
255%
Salary
Benefits
Pension
STI
LTI
Other
Owned shares
Unvested shares
Additional shares subject
to performance conditions
Minimum required as
% of salary (after 5 years)
Current shareholding
Steven Levin
£745,000
65% of max (130% of salary)
Mark Satchel
£595,000
64% of max (127% of salary)
Short-term Incentive
At a glance – 2023 remuneration
Steven Levin
113%
Steven Levin
Steven Levin
Mark Satchel
Mark Satchel
% of Max: 100%
% of Max: 0%
% of Max: 78%
Adjusted Profit (35%)
Customer (10%)
Personal (20%)
Net Flows/AuMA (25%)
Risk Management (10%)
Threshold £95m
Threshold 2%
Threshold 25%
Threshold 25% Target 50%
Target 50%
Target £116m
Target 4%
Max £140m
Max 6%
Max 100%
Max 100%
Max 100%
Actual £167m
Actual 1%
Actual 70%
Actual 75%
Actual 78%
Actual 72%
Threshold 25% Target 50% Actual 65%
Risk Management (10%)
% of Max: 70%
% of Max: 65%
Steven Levin
£1,556.2k
£1,489.1k
Mark Satchel
300%
113%
300%
255%
% of Max: 94%
% of Max: 0%
EPS CAGR (70%)
Relative TSR (30%)
Threshold 8%
Threshold p50
Actual 19% Max 20%
34th percentile
Max p75
Shareholding
Strategic Report
Other information
71
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Board Remuneration Committee Report cont inued
At a glance – Implementation of the Remuneration Policy in 2024
Steven Levin salary
£595,000
3.5% increase for 2024
Mark Satchel salary
£472,500
Unchanged for 2024
Fixed pay
Mark Satchel (£’000)Steven Levin (£’000)
4% average increase expected for
all employees from 1 April 2024.
Market competitive benefits package aligned to other employees and including private
medical insurance, life assurance and income protection. Unchanged for 2024.
Employer pension contribution and/or allowance of 10% of base salary, in line with the
contribution level for other employees. Unchanged for 2024.
– Maximum opportunity of 200% of base salary.
– 50% paid in cash in Q1 following the end of the performance year.
– 50% deferred in an award of conditional shares vesting in equal tranches over three years.
– Subject to malus and clawback. See page 126 of the 2021 Annual Report and Accounts for
more details.
– Maximum opportunity of 200% of base salary.
– Award of nil-cost options subject to a three-year performance period.
– Award vests in Q1 following the end of the performance period and is subject to a
furthertwo-year holding period.
– Subject to malus and clawback. See page 126 of the 2021 Annual Report and Accounts
formore details.
Strategic priorities
for 2024
Inclusion and Diversity
Create an inclusive and unified
culture where all colleagues
havethe opportunity to thrive.
Culture and engagement
Drive a high-performance culture
with strong colleague
engagement.
Building our distribution
Grow our adviser and financial
planner numbers and grow our
IFA market share.
Driving efficiency
Modernise our processes by
investing in new technology
andremoving complexity and
legacy costs.
Enhancing our proposition
Be more responsive to customers,
clients and the market to capture
greater flows when markets
improve.
25% TSR – relative to FTSE-250
(excluding investment trusts)
Long-term incentive (“LTI”)
Key measures of the Group’s financial performance
providing strong alignment with shareholders’ interests.
As an indicator of future AuM and revenues, net flows
are a key growth driver.
A key indicator of underlying operational performance
providing focus on increasing profitability.
Reflecting the Group’s long-term strategic priority to
drive efficiency and improve profitability.
An important measure of shareholder value creation
providing close alignment with shareholders’ interests.
Integral to our role as a responsible investor and the
long-term sustainable growth of our business.
Essential to the Group’s long-term success, a range
of non-financial metrics reflecting our commitment to
deliver good outcomes for our customers, effective risk
management and to drive strategic initiatives including
our Inclusion and Diversity Action Plan and culture and
engagement in the wider workforce.
2024 2025 2026 2027 2028 2024
Performance period
Additional holding periodVesting period
Vesting period
1/3 1/3 1/3Performance period
2027 2029
LTI
50% share price growth
Fixed pay
S T I
25% Net Flows /Opening AuMA
35% Adjusted Profit
40% EPS Growth
10% Customer
10% Risk
20% Personal
Short-term incentive (“STI” )
25% Operating Margin
25% TSR – relative to FTSE 250
(excluding investment trusts)
10% ESG – carbon emissions
reduction & responsible investing
1,837
657
3,017
3,607
0 1,000 2,000 3,000 4,000
Maximum + share
price growth
Maximum
Minimum*
On-target
100%
36% 32% 32%
39% 39%
33% 33% 16%
22%
18%
1,472
527
2,417
2,890
0 1,000 2,000 3,000 4,000
100%
36% 32% 32%
39% 39%
33% 33% 16%
22%
18%
Maximum + share
price growth
Maximum
Minimum*
On-target
*
Includes base salary, core benefits and pension funding.
72
Quilter plc Annual Report 2023

The Policy is summarised below. The full details
ofthe Policy are on pages 119 to 131 of the 2021
Annual Report and Accounts, which can be found
in the investor relations section of the Quilter
website. The Policy was approved by shareholders
at the Company’s Annual General Meeting on
Directors’ Remuneration Policy (summary)
The key drivers of our Remuneration Policy
12May 2022 and it is intended that the Policy
willapply for three years from that date.
The Committee continues to assess the Policy
against the principles of clarity, simplicity, risk
management, predictability, proportionality and
alignment to culture, as set out in the Corporate
Governance Code 2018.
Alignment
toculture
– to align the interests of the Executive Directors, senior executives and employees with the long-term
interests of shareholders and strategic objectives of the Company;
– to incorporate incentives that are aligned with and support the Group’s business strategy, align
executives to the creation of long-term shareholder value, and promote the long-term sustainable
success of the Company for the benefit of all stakeholders, within a framework that is sufficiently
flexible to adapt as our strategy evolves;
– to reinforce a strong performance culture, across a wide range of individual performance measures,
including behaviours, risk management, customer outcomes and the development of the Company’s
culture in line with its values over the short and long term;
– to ensure that remuneration practices are consistent with and encourage the principles of gender
neutrality, equality, inclusion and diversity; and
– to align management and shareholder interests through building material share ownership over time.
Clarity
– to clearly communicate our Remuneration Policy and reward outcomes to all stakeholders.
Simplicity
– to ensure that our Remuneration Policy is transparent and easily understood; and
– to operate simple and clear remuneration structures across the Company.
Risk
– to provide a balanced package between fixed and variable pay, and long and short-term elements,
toalign with the Company’s strategic goals and time horizons whilst encouraging prudent risk
management; and
– to ensure reward processes are compliant with applicable regulations, legislation and market
practice, and are operated within the bounds of the Board’s risk appetite.
Predictability
– to set robust and stretching performance targets which reward exceptional performance; and
– to set remuneration within the limits established under the Remuneration Policy.
Proportionality
– to attract, retain and motivate the Executive Directors and senior employees by providing total
reward opportunities which, subject to individual and Group performance, are competitive within
our defined markets both in terms of quantum and structure for the responsibilities of the role; and
– to consider wider employee pay when determining that of our Executive Directors.
How we create value for our stakeholders
How we align our incentive schemes
Our strategic
priorities
Short-term
incentive
Long-term
incentive
Building our
Distribution
Net flows
Customer outcomes
EPS growth
Relative TSR
Enhancing our
propositions
Net flows
Customer outcomes
ESG (responsible
investing)
Driving
Efficiency
Adjusted Profit Operating margin
EPS growth
Relative TSR
Creating an inclusive culture where
all colleagues can thrive
Culture
Inclusion and Diversity
Engagement
Strategic Report
Other information
73
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Directors’ Remuneration Policy (summary) continued
Elements Purpose and link to strategy Operation Maximum opportunity
Fixed elements of pay
Base
Salary
Attract and retain talent with the
calibre, personal skills and attributes
to develop, lead and deliver the
Group’s strategy.
Base salaries are normally paid in equal monthly instalments during the year and reviewed annually with
increases usually effective 1 April. In reviewing base salaries, the Committee takes into account a number
of factors and considers the direct and indirect impacts of any base salary increases on total
remuneration.
Individual and Company performance will be taken into account in determining any salary increases.
There are no prescribed maximum
salary levels, but any salary increases
will normally be in line with
percentage increases across the
wider employee population.
Benefits
To aid retention and attract the best
talent for the business, whilst
ensuring the total package is
competitive in the market.
To provide Executive Directors with a market competitive level of benefits. Benefits currently provided
toExecutive Directors are in line with other Quilter employees and include private medical insurance,
lifeassurance and income protection.
Executive Directors are eligible to participate in the UK all-employee share plans on the same terms
asother employees, including the Company’s Share Incentive Plan and Sharesave Plan.
Any reasonable business-related expenses (including tax thereon if determined to be a taxable benefit)
can bereimbursed.
In line with other employees, there
isno maximum monetary level for
benefits as this is dependent on the
individual’s circumstances, market
practice and the cost to the Company.
Pension
To provide a market-competitive
contribution that helps to attract
and retain the best talent for the
business.
Executive Directors are eligible to receive employer contributions to the Company’s pension plan
(which is a defined contribution plan) or a cash allowance in lieu of pension benefits, or a combination.
Contributions and/or a cash alternative are paid monthly.
This is currently 10% of base salary,
which is in line with the wider
workforce.
Short-term
Incentive
To align remuneration with
performance against financial and
non-financial business plan targets
and personal goals, within the
Group’s risk appetite and taking into
consideration the Company’s culture
and values, on an annual basis.
Performance targets and weightings are normally reviewed and set annually by the Committee taking into
account business plans and the Company’s risk appetite. Pay-out levels are determined by the Committee
following the year end, based on performance against objectives.
Performance is usually measured based on a mix of financial, non-financial, strategic and personal targets.
Thesplits between the performance measures and relative weighting of the targets are reviewed by the
Committee at the start of each year and set out in the Annual Report on Remuneration.
STI pay-out for threshold performance is set at 25% of maximum, on-target performance is set at 50%
ofmaximum and maximum is set at 100%.
At least 50% of any STI awarded to an Executive Director is normally deferred in the form of conditional
awards under the Share Reward Plan, which vests annually in equal annual instalments over a three-year
period subject to the rules of the Share Reward Plan.
Malus and clawback provisions apply to both cash and deferred portions of the STI awards as described in
further detail in ‘Risk adjustments, malus and clawback’ on page 126 of the 2021 Annual Report and Accounts.
The maximum STI opportunity
is200% of base salary.
Remuneration Policy for Executive Directors
The tables on the following pages summarise the key components of Executive Director remuneration arrangements, which form part of the Policy.
74
Quilter plc Annual Report 2023

Elements Purpose and link to strategy Operation Maximum opportunity
Long-term
incentive
To incentivise and reward Executive
Directors for achieving superior
long-term business performance that
creates shareholder value and
maximises sustainable shareholder
returns.
Performance is usually measured based on a mix of financial and non-financial targets. Thesplits between
the performance measures and relative weighting of the targets are reviewed and set annually by the
Committee, taking into account business plans and the Company’s risk appetite. The LTI targets are set
outprospectively in the Annual Report on Remuneration.
LTI pay-out for threshold performance is set at 25% of maximum and maximum is set at 100%.
LTI awards are made under the Quilter plc Performance Share Plan (“PSP”). Awards are normally granted
annually as nil cost options, which are subject to performance conditions. Awards normally vest after three
years, subject to the achievement of performance conditions and continued employment, and are
normally subject to a minimum two-year holding period after vesting.
An award over Company shares with
aface value of 200% of base salary
atthe date of grant.
Share-
holding
requirement
To align Executive Directors’ interests
with those of shareholders.
The Group operates a mandatory shareholding policy under which Executive Directors are required to
build up and maintain a shareholding in the Company with a value at least equal to 300% of base salary.
Executive Directors are expected to meet the requirement within five years of appointment.
At least 50% of any shares vesting under Quilter’s share plans (on a net-of-tax basis) are expected to be
retained until the shareholding requirements are met. Vested and unvested (net of tax) awards under
theShare Reward Plan are included in the calculation of a Director’s shareholding for this purpose.
Vestedawards no longer subject to performance conditions (net of tax) under the PSP are also included.
Executive Directors are normally required to hold shares for at least two years following cessation of their
appointment at the lower of the minimum shareholding requirement of 300% of base salary or the value of
shares held at the point of departure (if the Executive Director is still in the five-year accumulation period).
n/a
Strategic Report
Other informationFinancial statementsGovernance Report
75
Quilter plc Annual Report 2023

Termination of office policy
If the employment of an Executive Director is terminated, any compensation payable will be determined by reference to the terms of the service agreement in force at the time. As variable pay awards are not
contractual, treatment of these awards is determined by the relevant plan rules. Bad leavers are not entitled to any payment. The Committee may structure any compensation payments beyond the contractual
notice provisions in the contract in such a way as it deems appropriate as set out in the table below and taking into account the best interests of the Company.
Directors’ Remuneration Policy (summary) continued
Policy element Details
Notice
Normally six months’ notice.
– In certain cases, Executive Directors will not be required to work their notice period and may be put on
garden leave or granted pay in lieu of all or part of their notice period (“PILON”). PILON may be paid
monthly or in a lump sum, depending on circumstances.
– Holiday does not accrue when PILON is paid. During a period of garden leave, holiday that has accrued
isdeemed to have been taken during the garden leave.
– Executive Directors will be subject to annual re-election at the AGM.
Treatment of annual incentive awards
Annual incentive awards will be made to good leavers (see below) based on an overall assessment of
corporate and personal performance and (normally) pro-rated for the period worked in the performance
year of termination.
– Delivered in line with normal Policy and timeline, including the application of deferral into shares.
Treatment of unvested legacy LTI and deferred annual incentive share awards
All awards lapse except for good leavers (see below).
– LTI awards continue to the normal vesting date for good leavers
1
unless (exceptionally) the Committee
applies discretion to accelerate the vesting to the termination date. In each case, the number of shares
released shall be based on the achievement of performance conditions over the performance period
(orcurtailed performance period, if applicable). The number of shares that vest would typically be
calculated on a pro-rata basis, based on time served during the vesting period.
– Deferred annual incentive share awards for good leavers
1
continue to the normal vesting date unless
theCommittee applies discretion to accelerate the vesting to the termination date.
– Any post-vesting retention periods on share awards for good leavers continue to apply as normal.
Compensation for loss of office
Settlement agreements may provide for, as appropriate:
– Terms are subject to the signing of a settlement agreement.
– Incidental costs related to the termination, such as legal fees for advice on the settlement agreement.
– Provision of outplacement services.
– Payment in lieu of accrued, but untaken, holiday entitlement.
– Exit payments in relation to any legal obligation or damages arising from such obligation.
– Settlement of any claim arising from the termination.
– Continuation or payment in lieu of other incidental benefits.
– In the case of redundancy, in line with the Company operated enhanced redundancy policy.
1
Subject to further adjustments which may be applied to discretionary good leavers. An executive will be treated as a good leaver under certain circumstances such as death, illness, injury, disability, redundancy, retirement, their employing company ceasing to be a Group
company or any other circumstances at the discretion of the Committee.
76
Quilter plc Annual Report 2023

The Report sets out how the Policy of the Company has been applied in 2023 and how the Committee
intends to apply the Policy going forward. An advisory shareholder resolution to approve this Report
willbe proposed at the 2024 AGM.
The table below sets out the single figure of remuneration for the full financial year 2023 together with
2022 comparator figures.
Audited
Base
£’000
Benefits
£’000
Pension
1
£’000
Total
Fixed
£’000
STI
£’000
LTI
2
£’000 Other
3
Total
Variable
£’000
Total
Reward
£’000Executive Director
2023
Steven Levin 575.0 8.6 57.5 641.1 745.0 162.6 7.5 915.1 1,556.2
Mark Satchel 466.9 7.2 46.7 520.8 595.0 365.8 7.5 968.3 1,489.1
2022
Steven Levin 95.8 1.5 9.6 106.9 89.0 4.7 - 93.7 200.6
Mark Satchel 450.0 7.1 45.0 502.1 417.5 216.3 7.5 641.3 1,143.4
1
Pension includes contributions made under the Group defined contribution pension scheme plus amounts received as a pension
allowance.
2
LTI is a vesting value determined as a result of the achievement of performance conditions for the 2021 LTI award, the
performance period for which ended on 31 December 2023 (see pages 80 to 81 for further details). The value of the 2021 LTI is
calculated using the average share price over the final three-month period of the year ending 31 December 2023, which was
£0.9054. The actual vesting date is 27 March 2024 and the actual value will be reflected in next year’s Report. The amount of this
figure, which includes share dividend equivalents, attributable to share price depreciation is valued at £126.8k for Steven Levin and
£285.3k for Mark Satchel as at 31 December 2023. The vested value of the 2020 LTI, shown in the 2022 outcomes, has been
updated to reflect the share price on the actual vesting date, 27 March 2023, which was £0.8170. For Steven Levin, the value of his
2020 LTI outcome was pro-rated for qualifying services only. As he was an Executive Director for the whole of 2023, the full value
ofhis 2021 LTI outcome is included (notwithstanding that the award was granted in 2021 on Steven Levin’s package at the time,
prior to his appointment as Chief Executive Officer on 1 November 2022).
3
Represents the value of the 20% market discount awarded on Save As You Earn options granted during 2023.
Annual Report on Remuneration
Audited
Content within an ‘Audited’ tab indicates that all
the information is audited.
Application of the Policy in 2024
Content within a shaded box reflects the
implementation approach for 2024.
Components of the single figure
The Committee agreed for Mark Satchel to receive a 5% base salary increase at the 1 April 2023 review
date, which was in line with the average increase for the wider workforce, with no adjustment to Steven
Levin’s base salary at that time.
From 1 April 2024, Steven Levin’s base salary will be increased by 3.5%, which is lower than the average
increase of 4% expected for the wider workforce, and Mark Satchel’s base salary will remain unchanged.
Audited
Annual base salary
as at 1 April 2023
£’000
Total base salary
paid in 2023
£’000
Total base salary
effective 1 April 2024
£’000Executive Director
Steven Levin 575.0 575.0 595.0
Mark Satchel 472.5 466.9 472.5
Benefits
Benefits include life assurance, private medical cover and income protection.
Audited
Life assurance
£’000
Medical
£’000
Income protection
£’000Name
2023
Steven Levin 2.8 1.3 4.5
Mark Satchel 2.3 1.3 3.6
2022
Steven Levin 0.5 0.2 0.8
Mark Satchel 2.2 1.3 3.6
Benefits for 2024
No changes to the approach.
Strategic Report
Other information
77
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Annual Report on Remuneration continued
Pension
Pension includes contributions made under the Group defined contribution pension scheme and/or
amounts received as cash in lieu of pension contributions due to the impact of HMRC limits, for
qualifying services only. The pension provisions of Executive Director appointments are aligned to
thepension arrangements of the wider workforce, which is currently set at 10% of base salary.
Audited
Cash in lieu of pension
contribution
£’000
Contribution to
pension scheme
£’000
Total contribution
£’000Name
2023
Steven Levin 49.0 8.5 57.5
Mark Satchel 38.2 8.5 46.7
2022
Steven Levin 8.9 0.7 9.6
Mark Satchel 41.0 4.0 45.0
Pension for 2024
No changes to the approach.
2023 STI awards
For the purpose of determining the 2023 STI outcome, the Committee assessed the performance of the
business and the individuals by reference to a balanced scorecard of Adjusted Profit (35%), net flows as
a percentage of opening AuMA (25%), Customer (10%), Risk Management (10%) and Strategic Personal
performance objectives (20%) in line with the Policy. Each Executive Director had a maximum 2023 STI
opportunity of 200% of base salary received during the year.
The summary below reflects the Committee’s assessment of performance for the year ended
31December 2023.
Financial performance
The basis of the profit measure for 2023 was updated from IFRS profit to Adjusted Profit, with the
Committee retaining discretion to override the outcome if transformation costs exceeded Board
approved budgets. The net flow measure reflects the year’s core business gross inflows less gross
outflows, divided by the opening AuMA as at 1 January 2023, which is in line with our Group reported
KPIfor net flows.
The financial targets and outcomes for 2023 are set out below:
Audited
Weighting
as % of
total STI
opportunity
Threshold
(25% of
max)
Target (50%
of max)
Maximum
(100%) Outcome
Outcome as
% of max
Group financial
performance measures
Adjusted Profit before tax 35% £95m £116m £140m £167m 100%
Net flows as a percentage of
openingAuMA
1
25% 2% 4% 6% 1% 0%
1
Reflects the core business only, excluding non-core assets in run-off related to legacy business disposals.
The Adjusted Profit result reflects a combination of tight expense control, with costs for 2023 of
£458million being 3% lower than 2022, despite inflationary headwinds, and higher than anticipated
interest income due to base rate rises over the year, which largely offset the impact of negative market
movements. The Committee considered carefully whether a maximum outcome for this metric fairly and
appropriately rewarded underlying performance. In recognition of the level of outperformance relative
to the targets, the Committee concluded that the outcome was fair and appropriately aligned the
Executive Director and shareholder experience.
The Committee also noted that total below-the-line expenditure of £53 million, including £28 million
ofBusiness Transformation costs, was materially less than originally budgeted and decided, therefore,
that it was not necessary to apply an override.
Group Customer and Risk Management performance
Customer and Risk Management performance measures represented a maximum of 20% of the total
STIopportunity, with each metric accounting for up to 10% of maximum.
The risk measure assesses the effectiveness of risk management at an overall corporate level for each
ofthe Executive Directors by considering quantitative and qualitative indicators of tone from the top
and risk culture, management of risk profile with framework tools, management of key risks against risk
appetite, the understanding of risk in strategic and tactical decision making and regulatory relationships.
Performance in respect of the Customer element of the scorecard was assessed against key customer
risk and performance indicators covering governance, customer contact, complaints, satisfaction,
service, advice suitability and oversight and an assessment of value, as measured by the Company’s
Customer Strategic Risk Appetite Principles (“SRAP”), as well as customer outcome and satisfaction
indicators including Trust Pilot scores and InMoment surveys, investment performance data and a
qualitative assessment of how the Company is acting more broadly to support good customer outcomes
and mitigate the risk of foreseeable customer harm in accordance with the Consumer Duty principles.
78
Quilter plc Annual Report 2023

Audited
Executive Director
Weighting as
% of total STI
opportunity Key achievements in the year
Outcome as
% of max
Customer and
Risk Management
measures
Risk Management
Effectiveness
Steven Levin 10% – Targets met across all risk management
indicators and exceeded on managing key risks
against risk appetite, demonstrating firm grasp
ofthe Group’s risk profile.
– Decisive action to address areas of elevated risk,
reflected in key transformation programmes.
– All targets met or exceeded for risk event and risk
control metrics.
– Strong tone from the top on managing risk and
ensuring good customer outcomes.
– Evidence of a strong risk culture through audit
findings and actions, and employee opinion
scoring on raising risk issues and risk awareness.
70%
Risk Management
Effectiveness
Mark Satchel 10% – Targets fully met across all risk management
indicators.
– Positive position on financial risk appetite
measures, including effective monitoring and
reporting of capital and liquidity against appetite
through relevant fora.
– Proactive and open engagement with regulators,
notably the FCA SREP and PRA annual firm visit
– Promotes a positive risk culture and proactive.
consideration of risks to balance commercial
ambition with managing risks appropriately.
65%
Customer
Outcomes
Steven Levin and
Mark Satchel
10% – Customer performance assessed positively
against the principles of the Consumer Duty,
underlining the alignment of the Company’s open
and unbundled business model with the Duty.
– Quilter’s Trustpilot score ended the year at 4.2
with 81% of reviews being 4 or 5 stars and an
overall satisfaction score of 82%. This
performance compared favourably to peers.
– Investment performance was strong across
Quilter Investors’ flagship solutions and steady
across Quilter Cheviot’s discretionary portfolios.
– Significant progress on customer service,
proposition and value, including fee reductions
across the Group, launch of the CashHub
allowing customers to earn enhanced interest
rates on cash deposits and extended support
forvulnerable customers.
78%
Strategic and personal performance
Personal objectives represented a maximum of 20% of total STI opportunity.
Audited
Weighting as
% of total STI
opportunity Key areas of focus Achievements in the year
Outcome as
% of max
Executive
Director
Steven Levin 20% – Lead overall corporate
delivery against the Group’s
strategic priorities.
– Build presence and
confidence as the new Chief
Executive Officer across key
stakeholder groups, including
the investor community,
theBoard and employees.
– Maintain a customer-led
approach, ensuring the
Consumer Duty is
implemented effectively.
– Drive an inclusive and
meritocratic culture in which
employees can thrive,
enabling diversity of thought
leadership and diversity
ofrepresentation.
– Quickly established the three strategic
priorities for the business, developing
plans to accelerate strategic execution.
– Developed important strategic initiatives
toset the Group up for long-term success,
including the pilot of Quilter Partners.
– Strong focus on the customer, delivering
Cirilium and Platform repricing initiatives
and many propositional enhancements.
– Day 1 programme for the Consumer Duty
successfully implemented, reinforcing the
benefits of Quilter’s customer-centric
approach.
– Strong leadership, building trust and
credibility with the market and providing
clear and visible leadership to employees.
– Achieved key diverse representation and
employee engagement targets, making
significant progress from the prior year.
75%
Mark Satchel 20% – Deliver and communicate a
strong set of preliminary and
interim results, with particular
focus on expenses.
– Working in partnership with
ExCo colleagues, deliver
Simplification targets.
– Support the Chair and Chief
Executive Officer with
effective shareholder
engagement, whilst seeking to
expand and diversify the
investor base.
– Drive an inclusive culture
across the Group in which
employees can thrive,
focusing on talent and
succession within Finance.
– Strong cost management amid a weak
revenue environment, achieving profit and
expenses ahead of market expectations.
– Contributed significantly to Simplification
initiatives and the over-achievement of
cost saving targets.
– Led the successful reissue of the Tier 2
subordinated debt in challenging market
conditions for debt financing.
– Oversaw implementation of changes
tostreamline the corporate governance
structure and rationalise the number
oflegal entities.
– Delivered a thorough programme of
shareholder engagement, including some
significant new investors.
– Implemented the Company’s second
Odd-lot Offer, reducing the number
ofshareholders by approximately 60%.
72%
Strategic Report
Other information
79
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Consideration of risk
As part of its performance assessment, the Committee considered whether the overall STI outcomes
were appropriate in the context of business performance and individual strategic/personal objectives,
and whether any material ex-post and/or ex-ante risks were, in the Committee’s opinion, appropriately
reflected in the STI outcome. The Committee, jointly with the Board Risk Committee, also considered
anannual risk report and the recommendations of the Chief Risk Officer in respect of the incidence
andmateriality of any risk issues arising during the year and an overall assessment of risk management
relative to the Board’s risk appetite and risk culture across the business. The Committee concluded
thatno risk-based adjustments were required to the STI outcomes.
Audited
Deferral policy
In line with our Policy, 50% of the Executive Directors’ 2023 STI awards will be deferred into a
conditional award of Ordinary Shares under the Company’s Share Reward Plan and will vest in equal
annual instalments over a three-year period, subject to continued employment and malus and
clawback provisions in accordance with the rules of the Share Reward Plan.
Total Deferred bonus To be paid in cash
Executive Director £’000 % of salary £’000 % of salary £’000
% of
salary
Steven Levin 745.0 130% 372.5 65% 372.5 65%
Mark Satchel 595.0 127% 297.5 64% 297.5 64%
Each Executive Director held the following deferred STI awards under the Share Reward Plan during
2023:
Outstanding
shares at
1 January
2023
Shares
vested
during the
year
Shares
granted
during
the year
1
Dividend
equivalents
accrued
during
the year
2
Outstanding
shares at
31December
2023Executive Director
Steven Levin 224,494 119,607 223,000 18,452 346,339
Mark Satchel 347,633 191,517 247,745 22,728 426,589
1
Shares granted in 2023 were the deferred portion of 2022 STI, granted on 3 April 2023 at an award price of £0.8426 and face value
of £187,900 for Steven Levin and £208,750 for Mark Satchel. The grant price was the closing share price on the day preceding grant.
2
Share-settled dividend equivalents accrue on awards during the vesting period on an assumed reinvestment basis.
STI for 2024
No changes to the approach. Each Executive Director will have a maximum STI opportunity equal
to200% of salary, with outcomes to be determined against a balanced scorecard comprised of the
metrics and weightings set out in the following table. The targets will be disclosed retrospectively
innext year’s Report due to commercial sensitivity, in line with normal practice.
Vesting of 2021 LTI awards
On 31 December 2023, the 2021 LTI awards granted under the PSP reached the end of their
performance period. These awards will vest on 27 March 2024, with the vested shares subject to a
further two-year post-vesting holding period. The performance conditions which applied to the 2021
LTIaward and the performance achieved are set out below.
Audited
Weighting
Threshold
1
(25% vesting)
Maximum
1
(100%
vesting)
Performance
Achieved
2
Weighted
Percentage
of Award
VestingPerformance condition
EPS CAGR (2020-23)
3
70% 8% 20% 19.1% 66.1%
Relative TSR
4
30% Median
Upper
quartile
102 out of
155 companies
5
0.0%
Award Outcome 66.1%
1
Straight-line interpolation between points.
2
The Committee adjusted the EPS CAGR performance condition to reflect the sale of Quilter International and neutralise the effect
of the share consolidation.
3
Adjusted EPS, pre-dividend excluding amortisation and goodwill.
4
Ranking relative to the constituents of the FTSE 250 excluding Investment Trusts.
5
Quilter achieved TSR of -32% over the period compared to median TSR for the comparator group of -12% and upper quartile
of12%.
To ensure that earnings growth could be fairly and consistently assessed and the outcome
appropriately reflective of the underlying performance achieved, the Committee, supported by
independent expert advice, considered the impact of the sale of Quilter International, which
completed on 30 November 2021. The Committee decided to exclude Quilter International profits,
adjusted for stranded costs, from the base year of the Adjusted EPS CAGR calculation to ensure the
earnings growth was measured on a like-for-like basis between the end year and the base year, which
was consistent with the treatment applied to the 2019 and 2020 LTI awards at vesting. The Committee
also adjusted the share count in the measurement year to neutralise the benefit of a reduction in
share count in 2022 resulting from the share consolidation following the capital return of surplus
proceeds from the sale of Quilter International. This had the effect of reducing the outcome of the
EPSmetric from 100% to 94.4% of maximum, and reducing the overall LTI outcome from 70% to66.1%
of maximum.
Annual Report on Remuneration continued
2024 STIP Performance Metrics Weighting
Adjusted Profit 35%
Net Flows as a percentage of opening AuMA 25%
Risk Management Effectiveness 10%
Customer Outcomes 10%
Strategic and Personal Performance 20%
80
Quilter plc Annual Report 2023

Contrary to prior year awards, an adjustment has not been made for the reduction in share count
resulting from the share buyback programme that was funded by the proceeds of the sale of Quilter Life
Assurance and completed in early 2022. As stated when the 2021 LTI targets were disclosed
prospectively in the 2020 Report, the Committee took into account the anticipated impact of the
buyback when determining the targets and, as such, no adjustment at vesting is required.
A full breakdown of the earnings growth calculation is set out below.
Audited
2020
£m
2023
£m OutcomePerformance condition
Adjusted Profit (before tax)
1
168 167
less Quilter International profit (59) –
plus Quilter International stranded costs (10) –
Revised Adjusted Profit (before tax) 99 167
Revised Adjusted Profit (after tax) 85 129
Weighted average number of shares (million) 1,797 1,374
plus shares cancelled from the share consolidation – 234
Revised weighted average number of shares (million) 1,797 1,609
Adjusted EPS (pence) 4.7 8.0
Adjusted EPS CAGR (2020-23) 19.1%
1
Pre-dividend excluding amortisation and goodwill.
Consideration of risk
The Committee considered whether the performance had been achieved within the Company’s agreed
risk appetite and the impact of any risk events during the performance period and concluded that no
further discretionary adjustment to the outcome was required. The Committee also considered whether
the vesting of awards may give rise to any windfall gains for the Executive Directors and noted that the
awards were granted at a share price of 167.8p, considerably higher than the likely vesting price, with
thethree-month average share price for the period to the end of 2023 being 90.542p.
As a result of the 2021 LTI awards vesting at 66.1%, the Executive Director outcomes are as follows:
Audited
Number of
shares granted
Share settled
dividend
equivalents
% of Awards
vesting
Number of
shares vesting
Value of shares
vesting (£000)
1
Executive Director
Steven Levin 238,379 33,337 66.1% 179,551 162.6
Mark Satchel 536,353 75,009 66.1% 403,991 365.8
1
Deemed value based on the average share price of the final three-month period ended 31 December 2023 of £0.9054, the actual
value will be based on the share price when the awards vest on 27 March 2024. The amount of this figure, which includes share
dividend equivalents, attributable to share price depreciation is valued at £126.8k for Steven Levin and £285.3k for Mark Satchel
asat 31 December 2023.
LTI awards granted in 2023
Executive Directors received the following LTI awards in 2023, granted under the PSP and subject to the
following performance conditions:
Audited
Weighting
Threshold
1
(25% vesting)
Maximum
1
(100% vesting)
2023 LTIP Performance
Metrics
Earnings per share Cumulative Adjusted EPS 2023-25
(pre-dividend excluding amortisation and
goodwill)
40% 19p 28p
Operating margin 2025 pre-tax Adjusted Profit divided by
totalnet fee revenue
25% 23% 27%
Total shareholder
return
Ranking relative to the constituents of the
FTSE 250 excluding investment trusts
25% Median
of index
Upper quartile
of index
ESG – Total Scope 1 and Scope 2 carbon
emissions (tonnes of carbon dioxide
equivalent (tCO
2
e))
2
2.5% 1,800 1,450
– Responsible investing (Principles for
Responsible Investment (“PRI”) aggregate
modules rating)
3
7.5% 12 stars 20 stars
1
Straight-line interpolation between threshold and maximum.
2
Metric previously disclosed as “carbon intensity of Quilter’s operations (tonnes of carbon dioxide equivalent (tCO
2
e) per full-time
employee/contractor” but restated as a measure of total Scope 1 and Scope 2 carbon emissions. No changes to targets.
3
If the score for any module is less than 3 stars, it will not count towards the total.
At the end of the three-year performance period, the Committee will critically assess whether the
formulaic vesting outcome produced by the criteria is justified. To do this, the Committee will look at
several factors, including whether the result is reflective of underlying performance and has been achieved
within the Company’s agreed risk appetite. If such considerations mean that the formulaic outcome of
thevesting schedule is not felt to be justified, then the Committee can exercise downward discretion.
The following LTI awards were granted in respect of the 2023 performance year:
Audited
Form of
award
Date of
award
Basis of
award (% of
salary)
Share price
at the date
of grant
Nil cost
options
awarded
Face value of
award
1
% vesting at
threshold
Performance
period
Executive
Director
Steven Levin
Nil cost
options 3 April 2023 177% £0.8426 1,210,526 £1,019,989 25% 2023–2025
Mark Satchel
Nil cost
options 3 April 2023 177% £0.8426 994,737 £838,165 25% 2023–2025
1
The face value of the award figure is calculated by multiplying the number of shares awarded by the closing share price on the
working day before the award was granted of £0.8426.
Strategic Report
Other information
81
Quilter plc Annual Report 2023
Financial statementsGovernance Report

At the time the LTI awards were granted, the Committee took into consideration share price volatility
andthe absolute and relative fall in the Company’s share price since the prior year grant of LTI awards.
Accordingly, the Committee decided to scale back the level of 2023 LTI awards by 11.5% from the
Executive Directors’ regular level of eligibility (equal to 23% of salary), whilst the Committee also retains
discretion to further adjust the award outcomes at vesting to take into account windfall gains if necessary.
LTI awards to be granted in 2024
The Committee intends to grant awards to the Executive Directors in April 2024 over nil cost options
under the PSP with a face value at grant of 200% of base salary. The Committee will consider the
prevailing share price at the time of grant and may decide to scale back the level of awards if it
considers it necessary to do so.
2024 LTIP Performance
Metrics Weighting
Threshold
1
(25% vesting)
Maximum
1
(100%
vesting)
Earnings per share Cumulative Adjusted EPS 2024-26 (pre-
dividend excluding amortisation and
goodwill)
40% 27p 40p
Operating margin 2026 pre-tax Adjusted Profit divided by
total net fee revenue
25% 28% 32%
Total shareholder
return
Ranking relative to the constituents of the
FTSE 250 excluding investment trusts
25% Median of
index
Upper quartile
of index
ESG
2
– Total Scope 1 and Scope 2 carbon
emissions (tonnes of carbon dioxide
equivalent (tCO
2
e))
2.5% 1,250 900
– Responsible investing (Principles for
Responsible Investment (“PRI”) aggregate
modules rating)
3
7.5% 12 stars 20 stars
1
Straight-line interpolation between threshold and maximum.
2
Given ESG is an emerging area of focus for the Committee, we will keep the approach to measuring ESG progress under review
and may make adjustments to the metrics or weightings for future awards.
3
If the score for any module is less than 3 stars, it will not count towards the total.
The Committee may apply discretion to adjust the formulaic outcome upon vesting based on a
review of the extent to which windfall gain considerations apply.
In relation to the Responsible Investing (PRI) metric, the Committee believes the current target range
continues to be stretching. The Committee intends to review the ESG measures and targets as part
of the forthcoming Policy review to ensure they continue to be reflective of our corporate
sustainability and responsible investment strategy.
No further changes are proposed for the approach.
Save As You Earn scheme
In 2023, the Company invited all eligible UK employees, including Executive Directors, to enter the Save
As You Earn (“SAYE”) scheme. The scheme allows participants to save up to a maximum of £500 across
all savings contracts on a monthly basis for either a three or five-year term. At the end of the savings
period, participants have the option to purchase Company shares at an option price discounted by 20%
from the market value, which was set at the beginning of the scheme. This year’s scheme commenced
on 1 July 2023, with an option price of 69 pence.
Steven Levin and Mark Satchel both entered into a five-year savings contract under the 2023 SAYE
scheme, providing an option at maturity over 43,478 Quilter shares. The benefit of the 20% market
discount on the option price was equal to £7,500 each at the time of grant. Both Executive Directors had
previously participated in the 2022 SAYE scheme with an option price of 117 pence but cancelled their
contracts prior to joining the 2023 scheme, resulting in the lapse of 15,384 options over Quilter shares
for Steven Levin and 25,641 options over Quilter shares for Mark Satchel, with their savings to the date
of cancellation returned to them.
Audited
Options
held at
1 January
2023
Lapsed in
the year
Granted
in the year
Exercised
in the year
Options
held at
31December
2023
Option
price
Maturity
DateExecutive Director
Steven Levin 15,384 15,384 43,478 – 43,478 £0.6900 1 July 2028
Mark Satchel 25,641 25,641 43,478 – 43,478 £0.6900 1 July 2028
Non-executive Director total remuneration
Total remuneration for services to Quilter for Non-executive Directors is set out in the table overleaf.
Non-executive Directors are not entitled to pension or pension equivalents or awards under any of the
Company’s incentive or share plans. All Non-executive Directors have a service contract with a three-
month notice period and an initial three-year term from appointment, subject to annual re-election
atthe AGM, as detailed in the Policy.
Letters of appointment for Non-executive Directors
All Non-executive Directors have a letter of appointment with the Company for an initial period of three
years, subject to annual reappointment at the Annual General Meeting (“AGM”). Non-executive Directors
are expected to serve two three-year terms, subject to annual re-election at the AGM. A third term (of up
to three years, or longer in exceptional circumstances) may be offered on a year by year basis after
completion of the first two terms.
Appointments may be terminated with three months’ notice. The appointment letters for the Chair and
Non-executive Directors provide that no compensation is payable on termination, other than accrued
fees and expenses. All Directors submit themselves for re-election at the AGM each year. Service
contracts and letters of appointment are available for inspection at the Company’s registered office.
Theservice contract policy for a new appointment will be on similar terms as existing Non-executive
Directors, with a notice period of no more than three months.
Annual Report on Remuneration continued
82
Quilter plc Annual Report 2023

Details of the Chair’s and Non-executive Directors’ dates of appointment are set out in their biographies
on pages 46 to 48.
The Board Chair, supported by independent expert advice and market benchmarking, undertook a
review of fees for Non-executive Directors (excluding the Board Chair fee) in light of changes to the
Group governance structure whereby the Quilter plc Directors now also sit on the Boards and certain
Committees of the Affluent entities (being Quilter Financial Planning Limited, Quilter Investment
Platform Limited and Quilter Life & Pensions Limited). The Quilter plc Board fee was reduced from
£65,000 to £52,500 per annum and the main committee membership fees for the Board Audit, Risk and
Remuneration Committee Chairs were increased from £25,000 to £30,000 and the Board Audit, Risk
and Remuneration Committee membership fee from £10,500 to £15,000. The fees for serving on the
Affluent boards are a total of £17,500 per annum and are disclosed in those companies’ accounts.
As at 31 December 2023, the Quilter plc Non-executive Director fees were paid as follows:
Quilter plc Annual Board fees
Fees as at
31December
2023
Chair £350,000
Annual fee £52,500
Additional fees:
Senior Independent Director £20,000
Chairs of Board Audit, Board Risk and Board Remuneration Committees £30,000
Members of the above Board Committees £15,000
Members of the Board Corporate Governance and Nominations Committee £5,500
Where applicable, additional fees are paid for a Non-executive Director who also serves on the Board
orCommittee of a subsidiary company within the Group (in addition to the Affluent entity appointments
and fees previously stated). The current subsidiary Board and Committee fees paid to the Quilter plc
Non-executive Directors are listed below, and details of fees paid are disclosed in the financial
statements of the relevant legal entity.
Subsidiary Board fees
Fees as at
31December
2023
Affluent Boards Fee £17,50 0
Member of the Quilter Financial Planning Limited, Quilter Investment Platform Limited and
Quilter Life & Pensions Limited (Affluent Boards) and Quilter Investors Limited Investment
Oversight Committee £15,000
Chair of Quilter Investors Limited £70,000
Board Member of Quilter Cheviot Limited £45,000
Member of Quilter Cheviot Limited Board Committee £5,000
Fees for both Quilter plc and, where relevant, subsidiary Board appointments and taxable benefits
received in 2023 are set out in the single figure table below, together with a comparison to 2022:
Audited
Quilter plc
fees for
2023
£’000
Subsidiary
fees for
2023
£’000
Taxable
benefits
1
2023
£’000
Total for
2023
£’000
Quilter plc
fees for
2022
£’000
Subsidiary
fees for
2022
£’000
Taxable
benefits
1
2022
£’000
Total for
2022
£’000
Non-executive
Director
Ruth Markland 350.0 – 1.2 351.2 182.0 - 2.6 184.6
Neeta Atkar 102.3 5.8 0.9 109.0 41.2 - 0.3 41.5
Tim Breedon
2
113.0 87.5 - 200.5 96.3 80.0 - 176.3
Tazim Essani 84.8 5.8 0.3 90.9 86.0 - 0.1 86.1
Moira Kilcoyne
3
72.8 51.7 28.6 153.1 100.5 - 20.7 121.2
Paul Matthews
4
84.8 42.5 4.7 132.0 86.0 66.5 7.1 159.6
George Reid
5
105.0 59.2 29.3 193.5 119.4 80.0 29.6 229.0
Chris Samuel
6
72.8 80.8 2.0 155.6 86.0 120.8 1.5 208.3
1
Taxable benefits relate to travel and subsistence expenses, and tax thereon, which were required to enable the individuals to
carry out duties as a Non-executive Director.
The following Non-executive Directors received additional fees for subsidiary appointments
during2023:
2
Tim Breedon is the Chair of Quilter Investors Limited and his fee for chairing this board was reduced from £80,000 to £70,000
on1September 2023. He is also a member of the Affluent Boards and Quilter Investors Limited Investment Oversight Committees.
3
Moira Kilcoyne is a Director of Quilter Cheviot Limited and is a member of its Governance, Audit and Risk Committee.
4
Paul Matthews stood down from the Board Audit Committee of Quilter Financial Planning Limited on 31 August 2023.
5
George Reid stood down as Chair of the UK Platform business, which comprises Quilter Investment Platform Limited and Quilter
Life & Pensions Limited on 31 August 2023 but continues to serve as a Non-executive Director and chairs its Board Audit
Committee.
6
Chris Samuel stood down as Chair of Quilter Financial Planning Limited on 31 August 2023 but continues to serve as a Non-
executive Director. Chris is also a member of the Affluent Boards and Quilter Investors Limited Investment Oversight Committees.
Further details on Quilter plc Non-executive Directors’ Board and Committee responsibilities and dates
of appointment can be found on pages 46 to 48 of the Chair’s governance overview.
Strategic Report
Other information
83
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Remuneration in context
The chart below shows the Company’s TSR performance (which includes capital growth and dividends
paid) compared with the FTSE 250 excluding Investment Trusts over the period from Admission to
31December 2023. The FTSE 250 has been chosen as the Company is a member of that index and
theCommittee believes it provides the most appropriate basis for a broad comparison of relative
performance, whilst also being consistent with the TSR measure within the LTIP for Executive Directors.
TSR performance over the period since Admission
60
90
120
150
June 18
Dec 18
June 19
Dec 19
June 20
Dec 20
June 21
Dec 21
June 22
Dec 22
June 23
Dec 23
FTSE250 excluding Investment Trusts
Quilter
Chief Executive Officer pay history
The table below contains the Chief Executive Officer’s annual remuneration since the Company listed in
2018:
Financial year Name
Total
remuneration
£’000
STI as %
of maximum
LTI as %
of maximum
2023 Steven Levin 1,556.2 65% 66.1%
2022 Steven Levin (appointed 1 November 2022) 201.4 46% 32.4%
2022 Paul Feeney (stood down 31 October 2022) 1,475.1 41% 32.4%
2021 Paul Feeney 2,393.1 66% 56.5%
2020 Paul Feeney 1,487.3 0% 48.7%
2019 Paul Feeney 1,896.3 79% n/a
2018 Paul Feeney 2,778.9 93% n/a
Percentage change in Directors’ remuneration compared to the average
employee
The table below sets out the annual percentage change in salary or fee and STI between the Directors
and the average of all employees from 2019 to 2023. As Quilter plc, the listed Company, is not an
employing entity, we have calculated the average percentage change for employees against employees
of the Company’s subsidiaries. The annual change in salary is based on the salary of permanent UK
employees as at 31 December of each year, and the annual change in STI excludes employees that are
not eligible for a bonus. As Executive Directors’ benefits are aligned to other UK employees, the analysis
of movement in average benefits was not considered practical or meaningful and therefore not included
in the below comparison. Further detail of Executive Directors’ benefits can be found on page 77 of this
Report.
The percentage change in remuneration is most directly comparable between the Executive Directors
and the employee average. The salary increase of 5% awarded to the Chief Financial Officer in 2023 was
in line with the annual salary review increase of the wider workforce, with no increase awarded to the
Chief Executive Officer in 2023. Whilst the annual increase in STI in 2023 is higher for the Executive
Directors than the average of all employees, this reflects that variable pay for Executive Directors is
more geared to Company performance than the broader employee base, both in terms of upside and
downside. In 2022, for example, the Chief Financial Officer’s STI outcome was down almost three times
the average of all other employees compared to the prior year. The Committee concluded, after careful
consideration, that the relativity of STI outcomes between Executive Directors and other employees
wasappropriate.
Annual Report on Remuneration continued
84
Quilter plc Annual Report 2023

Remuneration
outcome
Executive Directors Independent Non-executive Directors
1
Employee
Average
Steven
Levin
Mark
Satchel
Ruth
Markland
Tim
Breedon
George
Reid
Moira
Kilcoyne
Paul
Matthews
Tazim
Essani
Chris
Samuel
Neeta
Atkar
2022-2023
Salary/fees
2
6% 0% 5% 92% 14% (18%) 24% (16%) 5% (26%) 3%
STI
2
12% 40% 43% n/a n/a n/a n/a n/a n/a n/a n/a
2021-2022
Salary/fees 4% n/a 0% 15% 3% 5% 0% (7%) 33% 15% n/a
STI (12%) n/a (32%) n/a n/a n/a n/a n/a n/a n/a n/a
2020-2021
Salary/fees 5% n/a 0% 2% 122% (1%) 0% 24% n/a n/a n/a
STI 78% n/a 100% n/a n/a n/a n/a n/a n/a n/a n/a
2019-2020
Salary/fees 5% n/a 0% 6% n/a (2%) 0% 10% n/a n/a n/a
STI
3
(49%) n/a (100%) n/a n/a n/a n/a n/a n/a n/a n/a
1
Non-executive Directors’ annual fee percentage changes reflect the total actual fees received during the year for all Quilter plc and
subsidiary company appointments. Details of each Non-executive Directors’ Board and Committee appointments can be found on
page 83 of this Report.
2
As Steven Levin and Neeta Atkar joined the Board partway through 2022, their 2022 remuneration has been annualised for
comparison purposes. The percentage changes for other Non-executive Directors reflects changes in Board, Board Committee,
Affluent Board and subsidiary board appointments over the period.
3
During 2020, on the recommendation of the Executive Directors, the Committee exercised its discretion to reduce the Executive
Directors’ STI outcome to zero, which impacts the year-on-year percentage change in 2020 and 2021.
Chief Executive Officer pay ratio
The table below sets out the ratio between the Chief Executive Officer’s total remuneration and the
25th, 50th and 75th percentile of the total remuneration of full-time equivalent UK employees as at
31December 2023. Since the 2020 Report, the Committee has adopted Option A as it is referred to in
the legislation to identify the comparators at each quartile, which calculates total remuneration for all
UKemployees on the same single figure basis as the Executive Directors earlier in this Report. Option A
has been selected as it provides consistency between the reporting basis for Executive Directors and
employees for the purpose of calculating the ratios.
Year Pay ratio All employees (£’000)
Base salary Method
25th
percentile
50th
percentile
75th
percentile
25th
percentile
50th
percentile
75th
percentile
2023 Option A 19:1 13:1 8:1 30.1 45.1 72.3
2022 Option A 23:1 16:1 9:1 28.4 42.5 70.0
2021 Option A 27:1 18:1 11:1 25.0 37.6 63.3
2020 Option A 28:1 19:1 11:1 24.0 36.4 61.0
2019 Option B 28:1 18:1 14:1 24.3 37.0 48.7
Total remuneration Method
25th
percentile
50th
percentile
75th
percentile
25th
percentile
50th
percentile
75th
percentile
2023 Option A 40:1 26:1 15:1 39.3 60.0 101.6
2022 Option A 46:1 30:1 17:1 36.2 56.1 96.8
2021 Option A 70:1 47:1 26:1 34.0 51.4 93.4
2020 Option A 55:1 36:1 21:1 29.7 45.3 78.4
2019 Option B 62:1 39:1 27:1 30.5 48.5 69.1
Total remuneration includes salary, benefits, pension, short-term incentives and any value vested from
long-term incentives during the year. As some 2023 STI amounts across the wider workforce are subject
to change after the publication of this Report, the total remuneration may not be exact. However, any
STI changes are expected to be minimal, and it is unlikely the pay ratios will change materially once the
final STI amounts are determined. The Chief Executive Officer remuneration for 2022 was based on the
combined salary and total single figures for Paul Feeney and Steven Levin for their qualifying services
during the year. The Chief Executive Officer has a higher proportion of total remuneration in variable pay
than the majority of the wider workforce, which is the main factor driving the difference in the ratios
between salary and total remuneration.
The Chief Executive Officer pay ratios have generally decreased since the reporting requirements came
into effect. The lower ratios in 2023, compared to the prior year, reflect that the salary and total
remuneration opportunity of the incumbent Chief Executive Officer, appointed on 1 November 2022, is
at a materially lower level than his predecessor, whilst the effect of higher salary increases for the wider
workforce than normal during the cost of living crisis has also contributed to higher remuneration levels
for employees at the 25th, 50th and 75th percentiles.
Strategic Report
Other information
85
Quilter plc Annual Report 2023
Financial statementsGovernance Report

The Committee continues to carefully consider the macroeconomic conditions on the Company’s
employees, in addition to the application of the Policy, and apply discretion where necessary to ensure
all aspects of Executive Director remuneration remain aligned to the wider workforce. The Committee
therefore believes the median pay ratio is consistent with pay, reward and progression policies for the
Company’s UK employees taken as a whole.
Remuneration of the wider workforce
The Company operates a remuneration policy and framework for the wider workforce that is consistent
with the principles of the Policy. Base salaries are market aligned and benchmarked annually, and all
UKemployees receive the same core risk benefits and pension contribution as Executive Directors.
Allemployees are eligible for consideration of variable pay, subject to serving a minimum proportion
ofthe year, which is determined on broadly the same basis as Executive Directors, taking into account
an appropriate balance of corporate and personal performance.
The Committee continued to monitor the cost of living crisis and its effect on the wider workforce closely
throughout 2023. The annual salary review increase in 2023 was 5% across all employees, with 730
employees receiving an increase of greater than 7.5% (approximately one quarter of the workforce) as
the budget was weighted to lower earners where the impact of cost of living pressures are most severe.
This followed a one-off exceptional cost of living payment of £1,200 to approximately 60% of the
workforce inOctober 2022, as detailed in last year’s Report. The Committee will continue to review
workforce data, inflation data and market developments going forward to ensure that fixed pay levels
remain appropriate for the wider workforce.
The Board’s designated Workforce Engagement Director, Tazim Essani, is also a member of the
Committee and is able to reflect the views and concerns of the wider workforce in Committee decision
making through her engagement with the Company’s Employee Forum and other employee networks.
Further details can be found in her report on page 54 and in the Insight into Colleagues section on
pages 17 to 19.
Gender pay gap
The Company reported a median gender pay gap of 30% and a median bonus gap of 39% for 2023.
Theresults reflect the lower proportion of females in senior and revenue generating roles that attract
higher pay, which we recognise is a systemic issue facing the wealth management industry and will
require ongoing, multi-year efforts to resolve. Further details regarding our gender pay gap figures
andwider Inclusion and Diversity Action Plan can be found in the Colleagues report on page 18.
Relative importance of spend on pay
The following table sets out the profit, dividends and overall spend on pay in the years ended
31December 2023 and 31 December 2022:
2023 2022 % Change
Adjusted profit before tax
1
(£m) 167 134 25%
Dividends
2
(£m) 70 61 15%
Employee remuneration costs
3
(£m) 291 292 (0)%
1
Adjusted profit before tax is included in the above table as the Company considers it an important Key Performance Indicator.
Thisfigure is detailed in note 7(a) to the consolidated financial statements on page 120 of the 2023 Annual Report and Accounts.
2
In 2023, the Company paid an Interim Dividend of 1.5 pence and has recommended a Final Dividend of 3.7 pence. In 2022, the
Company paid an Interim Dividend of 1.2 pence, a capital distribution equal to 20 pence in the form of a B Share Scheme and Share
Consolidation, and a Final Dividend of 3.3 pence.
3
Employee remuneration costs represent the underlying employee costs within the Adjusted Profit for Quilter, excluding the impact
of one-off items.
Executive Directors’ shareholding and outstanding share awards
The table below shows the Executive Directors’ interests, which include shares held by connected
persons, in Company share plans which will vest in future years subject to performance and/or
continued service as at 31 December 2023, together with any additional interests in shares held
beneficially by the Executive Directors outside of Group share schemes. The share price at 31 December
2023 was £1.0280.
During the period 31 December 2023 to 6 March 2024, there were no exercises or dealings in the
Company’s share awards by the Executive Directors.
Audited
Share interests at 31 December 2023
1
Name
Legally owned
(shares)
Subject to SIP
(shares)
Subject to SAYE
(options)
Deferred STI
awards not
subject to
performance
conditions
(shares)
Subject to
performance
conditions
under
the LTIP
(options)
Steven Levin
2
532,141 1,498 43,478 346,339 1,870,566
Mark Satchel
2
1,100,646 1,498 43,478 426,589 2,382,524
1
Information provided to the Company by major shareholders pursuant to the FCA’s DTRs is published via a Regulatory Information
Service and is available at plc.quilter.com/investor-relations.
2
On 27 March 2023, the 2020 LTI awards vested and Steven Levin exercised 102,949 nil-cost options with a market value on exercise
of £84,109 and Mark Satchel exercised 264,735 nil-cost options with a market value on exercise of £216,288.
All of the Company’s share plans contains provisions relating to a change of control. Full details are set
out in the Directors’ Report on page 148 of the Company’s 2021 Annual Report and Accounts.
Annual Report on Remuneration continued
86
Quilter plc Annual Report 2023

Audited
Executive Directors’ shareholding requirements
In line with the Policy, each Executive Director is required to acquire and maintain a shareholding
equivalent to 300% of base salary, including shares beneficially held by the individual or his/her
spouse and the net of tax value of unvested share interests within Company share plans which
arenot subject to performance conditions. Only 25% of the value of shares purchased on the open
market by the individual or his/her spouse since the post-cessation shareholding policy came into
effect are included in the calculation of an Executive Director’s shareholding.
Each Executive Director has up to five years from the date of their appointment to achieve the
minimum, which is 1 November 2027 for Steven Levin and 13 March 2024 for Mark Satchel. As at
31December 2023, neither Steven Levin or Mark Satchel satisfied the minimum shareholding
requirement. This is due, in large part, to the reduction in Quilter’s share price over the past few years
compared to historical averages, whilst Steven Levin is also at an early stage of his five-year
accumulation period.
When the vesting of the 2021 LTI award and grant of the deferred portion of the 2023 STI award for
Mark Satchel are taken into account, as detailed in this Report, it is expected that his shareholding will
meet the minimum requirement around the five-year anniversary of his appointment, in accordance
with the Policy, subject to share price fluctuation.
Value
1
£’000
Multiple
of base
salaryName
Steven Levin 649.4 113%
Mark Satchel 1,202.6 255%
1
Includes the estimated net value of unvested share awards which are not subject to performance conditions. For the purposes of
the minimum shareholding requirement, the calculation is based on the average share price of the final three-month period ended
31 December 2023 of £0.9054. The actual value will be based on the share price when the awards vest.
Directors’ personal holding and beneficial share interests
As at 31 December 2023 and 31 December 2022, the Executive and Non-executive Directors held the
following legal and beneficial interests in Ordinary Shares:
Audited
31 December
2023
31 December
2022Name
Steven Levin 533,639 415,973
Mark Satchel 1,102,144 864,877
Moira Kilcoyne 29,556 29,556
George Reid 37,733 17,733
Ruth Markland 100,000 100,000
Paul Matthews 25,714 25,714
Tazim Essani 12,428 12,428
Tim Breedon 10,000 10,000
Chris Samuel 18,969 18,028
Neeta Atkar – –
During the period 31 December 2023 to 6 March 2024, there were no other changes to the interests
inshares held by the Directors as set out in the table above.
Audited
Payments to past Directors and payments for loss of office
As set out in the market announcement on 10 October 2022 and in the 2022 Report, when Paul
Feeney stepped down as Chief Executive Officer he was granted Good Leaver status under the Policy.
He stepped down as an Executive Director on 31 October 2022 and his employment with the Group
was terminated on 1 May 2023, after the completion of his notice period.
As a Good Leaver, Paul Feeney remains eligible for the vesting of deferred share awards on the
normal vesting dates, subject to the satisfaction of any performance conditions and time pro-rating
for the proportion of the vesting periods served where applicable, as well as meeting additional
post-termination conditions. The following share awards vested to Paul Feeney during 2023:
Strategic Report
Other information
87
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Number of
shares granted
Share-settled
dividend
equivalents
Performance
outcome as %
of maximum
1
Number of
shares vested
2
Value
3
£’000Awards
Deferred STI
4
465,848 30,987 n/a 273,020 223.1
2020 LTI
5
1,095,335 130,306 32.4% 397,104 324.4
1
The performance outcome of the 2020 LTI award was set out in the 2022 Report.
2
Time pro-rating is not applied to deferred STI awards. Time pro-rating of LTI awards is applied relative to the last date of
employment in accordance with the rules of the PSP. As Paul Feeney’s employment ended on 1 May 2023, which was after the
vesting date of 27 March 2023, he received the full award outcome.
3
Value based on the share price on the vesting date of 27 March 2023 of £0.8170.
4
Number of shares granted reflects the total balance of outstanding deferred STI awards as at 31 December 2022. The shares
vested represented one third of Paul Feeney’s deferred STI awards in respect of the 2019 and 2021 financial years. The remaining
balance will continue to accrue dividend equivalents and vest on the normal vesting dates in 2024, 2025 and 2026, subject to the
Policy, rules of the Share Reward Plan and additional post-termination conditions.
5
The vested LTI shares, after allowing sufficient shares to be sold to cover tax and National Insurance liabilities, are subject to
aminimum two-year post-vesting holding period and are subject to clawback during that period.
As a former Executive Director, Paul Feeney is also subject to a post-cessation minimum shareholding
requirement equal to the lower of 300% of the salary in effect at cessation or the value of his
shareholding at cessation, which applies for two years after he stepped down as Chief Executive
Officer and will end on 31 October 2024. The value of his shareholding on 31 October 2022, the date
he stood down as an Executive Director, was equal to 235% of salary. His shareholding as at
31December 2023 is set out below. Whilst this is below the Policy requirement of 300% of salary, this
is due primarily to the fall in the Quilter share price compared to historical averages. His shareholding
as at 31 December 2023 is higher than on the date of cessation and he did not sell any shares in the
Company between cessation and 31 December 2023.
Value
1
£’000
Multiple of
base salaryName
Paul Feeney 1,743.1 258%
1
Includes the estimated net value of unvested share awards which are not subject to performance conditions. For the purposes of
the minimum shareholding requirement, the calculation is based on the average share price of the final three-month period ended
31 December 2023 of £0.9054.
From 1 January 2023 until his termination date on 1 May 2023, Paul Feeney was on garden leave and
received payment of his salary and continued to receive his core benefits during this period, in lieu
ofnotice. Payments were made monthly, subject to the terms and conditions of his Executive Services
Agreement. He received total fixed remuneration of £252,890, comprised of a base salary of
£227,446, core benefits to the value of £2,699 and cash in lieu of pension contributions of £22,745.
He also received outstanding holiday pay equal to £32,267.
There were no further payments for loss of office during the year.
External directorships
Neither Executive Director held any external directorships during 2023.
External advisers
During 2023, Deloitte provided advice to the Committee covering the Policy, the Report and disclosures,
market practice and incentive design. Deloitte also support the Group with risk advisory, tax compliance
and consulting services. As part of the procurement and contracting process, appropriate safeguards
were put in place to ensure no conflict of interest arises.
The Committee appointed Deloitte in April 2021, following the completion of a comprehensive tender
and procurement process, and remain satisfied that the advice received is objective and independent,
and the firm is a member of the Remuneration Consultants Group, whose voluntary Code of Conduct
isdesigned to ensure objective and independent advice is given to Committees. The total fees paid in
respect of remuneration advice during 2023, on a time and materials basis, were as follows:
Adviser Key areas of advice received
Total fees
2023
Deloitte Policy review, application, disclosures, governance and market practice £68,125
Statement of shareholder voting
The table below sets out the outcome of shareholder voting on the prior year Report and the Policy.
Thenext resolution to approve the Policy is expected to be at the 2025 AGM.
AGM Resolution Votes For Votes Against Votes Withheld
May 2023 2022 Directors’ Remuneration Report
(advisory)
94% 6% 925,097 (0.07% of
issued share capital)
May 2022 Directors’ Remuneration Policy
(binding)
96% 4% 127,420 (0.01% of
issued share capital)
Annual Report on Remuneration continued
88
Quilter plc Annual Report 2023

Directors’ Report
The Directors present their Report for the financial
year ended 31 December 2023.
Cautionary statement
This Annual Report has been prepared for, and only for, the members of the Company, as a body, and
noother persons. The Company, its Directors, employees, agents or advisers do not accept or assume
responsibility to any other person to whom this document is shown or into whose hands it may come
and any such responsibility or liability is expressly disclaimed. By their nature, the statements
concerning the risks and uncertainties facing the Group in this Annual Report involve uncertainty since
future events and circumstances can cause results and developments to differ materially from those
anticipated. The forward-looking statements reflect knowledge and information available at the date of
preparation of this Annual Report and the Company undertakes no obligation to update these forward-
looking statements. Nothing in this Annual Report should be construed as a profit forecast.
Corporate governance statement
The information that fulfils the requirements of the corporate governance statement for the purposes
ofthe FCA’s DTRs can be found in the Governance section of the Annual Report on pages 44 to 88
(allof which forms part of this Directors’ Report) and in this Directors’ Report.
Information included in the Strategic Report
The Company’s Strategic Report is on pages 1 to 43 and includes the following information that would
otherwise be required to be disclosed in this Directors’ Report:
Subject matter
Page
reference
Likely future developments in the business 5 to 9
Events since the end of the financial year 158
Engagement with employees 17 to 19
Engagement with suppliers, customers and others 16 to 24
Employment of disabled persons 19
Greenhouse gas emissions, energy consumption and energy efficiency action 27
Financial risks 39
Information to be disclosed under Listing Rule 9.8.4R
Subject matter
Page
reference
Details of long-term incentive schemes 80 to 82
Shareholder waivers of dividends 89
Shareholder waivers of future dividends 89
Financial instruments and risk management
The information relating to financial instruments and financial risk management objectives and policies
can be found on pages 112 to 113, 135 and 152 to 157.
Branches
During 2023, in addition to its offices in the UK, the Group has operated branches in Jersey and
theUnited Arab Emirates. The branch in Jersey was closed with effect from 14 December 2023.
Thebusiness conducted by the branch was transferred to a Jersey subsidiary prior to the closure.
Profit and dividends
Statutory profit after tax from continuing operations for 2023 was £42 million (2022: £175 million).
The Directors have recommended a Final Dividend for the financial year ended 31 December 2023
of3.7pence per Ordinary Share which will be paid out of distributable reserves, subject to approval
byshareholders at the AGM. Further information regarding the dividend, including key dates,
canbefoundat plc.quilter.com/dividends. On Tuesday 8 August 2023, the Board declared
anInterimDividend of 1.5pence per Ordinary Share. The Interim Dividend was paid on
Monday18September2023 to shareholders on the UK and South African share registers.
Shares are held in the Quilter Employee Benefit Trust and the Equiniti Share Plans Trust (“ESPT”) in
connection with the operation of the Company’s share plans. Dividend waivers are in place for those
shares that have not been allocated to employees.
Strategic Report
Other information
89
Quilter plc Annual Report 2023
Financial statementsGovernance Report

Directors’ Report continued
Directors
The names of the current Directors of the Company, along with their biographical details, are set out
onpages 46 to 48 and are incorporated into this Report by reference. There were no Director
appointments or resignations during the year. However, as announced on Wednesday 10 January 2024,
Chris Hill is joining the Board on Thursday 7 March 2024, and Tazim Essani and Paul Matthews will be
stepping down from the Board at the conclusion of the 2024 AGM.
Details of the Directors’ interests in the share capital of the Company are set out in the Annual Report
on Remuneration on pages 77 to 88.
The powers given to the Directors are contained in the Company’s Articles of Association and are
subject to relevant legislation and, in certain circumstances, including in relation to the issuing or buying
back by the Company of its shares, subject to authority being given to the Directors by shareholders in
General Meeting. The Articles of Association also govern the appointment and replacement of Directors.
The Board has the power to appoint additional Directors or to fill a casual vacancy amongst Directors.
Any such Director only holds office until the next AGM and must offer themselves for election.
Articles of Association
The Articles of Association may be amended in accordance with the provisions of the Companies Act
2006 by way of a special resolution of the Company’s shareholders. The following information
summarises certain provisions in the Articles of Association in force as at the date of this Report.
Share capital and control
The Company has Ordinary Shares in issue with a nominal value of 8 1/6 pence each, representing 100%
of the total issued share capital as at 31 December 2023 and as at Friday 1 March 2024 (the latest
practicable date for inclusion in this Report). Details regarding changes in the Company’s share capital
can be found in note 26 of the financial statements on page 141. The rights attaching to the Ordinary
Shares are set out in the Articles of Association and are summarised in the following paragraphs:
Voting rights of members
On a show of hands, every member or authorised corporate representative present has one vote
andevery proxy present has one vote except if the proxy has been duly appointed by more than
onemember and has been instructed by (or exercises his discretion given by) one or more of those
members to vote for the resolution and has been instructed by (or exercises his discretion given by)
oneor more other of those members to vote against it, in which case a proxy has one vote for and
onevote against the resolution. On a poll, every member present in person, by authorised corporate
representative or by proxy, has one vote for every share of which he is a holder. In the case of joint
holders, the vote of the person whose name stands first in the register of members and who tenders
avote is accepted to the exclusion of any votes tendered by any other joint holders.
Unless the Board decides otherwise, a member shall not be entitled to vote either in person or by proxy
at any General Meeting of the Company in respect of any share held by him unless all calls and other
sums presently payable by him in respect of that share have been paid.
Transfers
Save as described below, the Ordinary Shares are freely transferable.
A member may transfer all or any of his shares in any manner which is permitted by any applicable
statutory provision and is from time to time approved by the Board. The Company shall maintain a
record of uncertificated shares in accordance with the relevant statutory provisions.
A member may transfer all or any of his certificated shares by an instrument of transfer in any usual
form, or in such other form as the Board may approve. The instrument of transfer shall be signed by or
on behalf of the transferor and, except in the case of a fully paid share, by or on behalf of the transferee.
The Board may, in its absolute discretion, refuse to register any instrument of transfer of any certificated
share which is not fully paid up (but not so as to prevent dealings in listed shares from taking place on
anopen and proper basis) or on which the Company has a lien. The Board may also refuse to register
any instrument of transfer of a certificated share unless it is left at the registered office, or such other
place as the Board may decide, for registration, accompanied by the certificate for the shares to be
transferred and such other evidence (if any) as the Board may reasonably require to prove title of the
intending transferor or his right to transfer shares; and it is in respect of only one class of shares. If the
Board refuses to register a transfer of a certificated share it shall, as soon as practicable and in any
event within two months after the date on which the instrument was lodged, give to the transferee
notice of the refusal together with its reasons for refusal. The Board must provide the transferee with
such further information about the reasons for the refusal as the transferee may reasonably request.
Unless otherwise agreed by the Board in any particular case, the maximum number of persons who
maybe entered on the register as joint holders of a share is four.
90
Quilter plc Annual Report 2023

Variation of rights
If at any time the share capital is divided into different classes of shares, the rights attached to any class
(unless otherwise provided by the terms of issue) may, whether or not the Company is being wound up,
be varied with the consent in writing of the holders of three-fourths in nominal value of the issued
shares of that class or with the sanction of a special resolution of the holders of the shares of that class.
Exercisability of rights under an employee share scheme
An Employee Benefit Trust operates in connection with certain of the Group’s employee share plans
(“Plans”). The Trustee of the Employee Benefit Trust may exercise all rights attaching to the shares in
accordance with their fiduciary duties other than as specifically restricted in the relevant Plan governing
documents. The Trustee of the Employee Benefit Trust has informed the Company that their normal
policy is to abstain from voting in respect of the Quilter shares held in trust. The Trustee of the Quilter
Share Incentive Plan (“SIP”) will vote as directed by SIP participants in respect of the allocated shares
butthe Trustee will not otherwise vote in respect of the unallocated shares held in the SIP Trust.
Purchase of own shares
At the AGM held on Thursday 18 May 2023, shareholders passed resolutions to authorise the Company
to purchase a maximum of 140,410,550 Ordinary Shares of 8 1/6 pence each, representing 10% of the
Company’s issued Ordinary Share capital as at Monday 20 March 2023, which was the latest practicable
date prior to publication of the Notice of AGM. As at Friday 1 March 2024, the latest practicable date for
inclusion in this Report, no shares have been purchased under this authority. The Directors are seeking
renewal of this authority at the forthcoming AGM, in accordance with relevant institutional guidelines,
together with an authority relating to potential purchase on the JSE, where the Company has a
secondary listing, subject to the same overall limits.
The Odd-lot Offer, which was also approved by shareholders at the 2023 AGM, was launched on Monday
18 September 2023 and closed on Friday 10 November 2023. On Monday 27 November 2023, the
Odd-lot Offer was implemented and the Company purchased a total of 15,798,423 of its own Ordinary
Shares of 81/6 pence each, approximately 1.13% of the Company’s called up share capital as at
31December 2023. This represented circa 60% of the Company’s share register (126,011 shareholders)
as at the Second Record Date (Friday 10 November 2023). The Odd-lot Offer was made to shareholders
holding fewer than 200 shares and was conducted across the Company’s UK and South African share
registers with the aims of engaging with active Odd-lot Holders and helping them manage their shares
efficiently, supporting Odd-lot Holders who wished to divest themselves of their shares, and lowering
the Company’s cost base for the benefit of shareholders as a whole. The Company purchased 291,711
shares on the UK register at a price of 88.10 pence per share and 15,506,712 shares on the South African
register at 2,008.91 South African cents per share. The aggregate amount of the consideration paid was
£256,986.02 and 311,515,888.04 South African Rand, respectively. The shares purchased as part of the
Odd-lot Offer were initially held as Treasury shares and were then transferred to the Employee Benefit
Trust on Monday 27November 2023. For more information on the Odd-lot Offer please refer to
pages2and 51.
Significant agreements (change of control)
All the Company’s share plans contain provisions relating to a change of control. In the event of a change
of control, outstanding awards and options may be lapsed and replaced with equivalent awards over
shares in the new company, subject to the Board Remuneration Committee’s discretion. Alternatively,
outstanding awards and options may vest and become exercisable on a change of control subject,
where appropriate, to the assessment of performance at that time and pro-rating of awards.
Exceptionally, the Board Remuneration Committee may exercise its discretion to waive pro-rating.
Short-term incentive (“STI”) awards may continue to be paid in respect of the full financial year pre and
post change of control, or a pro-rated STI award may be paid in respect of the portion of the year that
has elapsed at the point of change of control.
On a change of control, including following a takeover bid, the Company is required to enter into
negotiations in good faith with the lenders under the Group’s Revolving Credit Facility in respect of any
changes to its terms. If after such negotiations no agreement has been reached, the Revolving Credit
Facility would be cancelled and existing drawdowns would become repayable.
The Group is also party to a number of supplier agreements that may be terminated upon a change
ofcontrol of the Company, including following a takeover bid. In many cases, whether this may apply
depends on the identity or characteristics of the new controller. This may result in the provision of
certain services and software licences being terminated early.
Directors’ indemnities
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 2023 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.
Donations
Quilter does not make monetary donations or gifts in kind to political parties, elected officials or
election candidates. Accordingly, no such donations were made in 2023. However, at the 2024 AGM, the
Directors are seeking to renew the Company’s and its subsidiaries’ authority to make political donations
not exceeding £50,000 in aggregate. This is for the purposes of ensuring that neither the Company
norits subsidiaries inadvertently breach Part 14 of the Companies Act 2006 by virtue of the relevant
definitions being widely drafted. Further information is available in the 2024 Notice of AGM. For
information on our engagement with shareholders following the 2023 AGM, please refer to page 23.
Strategic Report
Other information
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Major shareholders
As at 31 December 2023, the Company had been notified, in accordance with Rule 5 of the FCA’s DTRs,
of the following holdings of voting rights in its Ordinary Share capital:
Name of shareholder
Number of
voting rights
attached to
Quilter shares
% interest in
voting rights
attached to
Quilter shares
1
Nature of
holding
notified
Coronation Asset Management (Pty) Ltd 266,352,561 18.96% Direct
Public Investment Corporation of the Republic of South Africa 226,857,993 16.15% Direct
Ninety One UK Ltd
2
82,416,634 5.01% Indirect
Old Mutual Limited 68,070,687 4.84% Indirect
Equiniti Trust (Jersey) Limited
3
64,084,238 4.56% Direct
1
The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5
of the FCA’s DTRs.
2
The number of voting rights reflects the position at the time of notification which, in this case, was prior to the May 2022 Share
Consolidation.
3
These shares are held by Equiniti Trust (Jersey) Limited in its capacity as Trustee of the Employee Benefit Trust.
As at Friday 1 March 2024, the latest practicable date for inclusion in this Report, the following voting
rights had been notified, in accordance with Rule 5 of the FCA’s DTRs:
Name of shareholder
Number of
voting rights
attaching to
Quilter shares
% interest in
voting rights
attaching to
Quilter shares
1
Nature of
holding
notified
Coronation Asset Management (Pty) Ltd 267,310,609 19.03% Direct
Public Investment Corporation of the Republic of South Africa 226,857,993 16.15% Direct
Ninety One UK Ltd
2
82,416,634 5.01% Indirect
Old Mutual Limited 68,070,687 4.84% Indirect
Equiniti Trust (Jersey) Limited
3
64,084,238 4.56% Direct
1
The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in accordance with Rule 5
of the FCA’s DTRs.
2
The number of voting rights reflects the position at the time of notification which, in this case, was prior to the May 2022 Share
Consolidation.
3
These shares are held by Equiniti Trust (Jersey) Limited in its capacity as Trustee of the Employee Benefit Trust.
Information provided to the Company by major shareholders pursuant to the FCA’s DTRs is published via a
Regulatory Information Service and is available at plc.quilter.com/investor-relations.
Directors’ responsibility statements
The Directors are responsible for preparing the Annual Report of the Parent Company and consolidated
financial statements in accordance with applicable law and regulations.
The Directors consider that the Annual Report and Accounts, taken as a whole, are fair, balanced and
understandable and provides the information necessary for shareholders to assess the Company’s
andthe Group’s position, performance, business model and strategy.
Each of the Directors in office as at the date of this report, whose names and functions are listed on
pages 46 to 48, confirms that, to the best of his or her knowledge:
– the consolidated financial statements, which have been prepared in accordance with International
Financial Reporting Standards as endorsed by the UK, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the Group; and
– the Strategic Report and Directors’ Report include a fair review of the development and performance
of the business and the position of the Company and the Group, together with a description of the
principal risks and uncertainties that they face.
For further information on the comprehensive process followed by the Board in order to reach these
conclusions please refer to the Board Audit Committee Report on pages 60 to 64.
Disclosure of information to external auditors
Each person who is a Director of the Company as at the date of approval of this Report confirms that:
a) so far as the Director is aware, there is no relevant audit information of which the Company’s external
auditors are unaware; and
b) the Director has taken all the steps that he or she ought to have taken as a Director in order to make
him/herself aware of any relevant audit information and to establish that the Company’s external
auditors are aware of that information.
Directors’ Report continued
92
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Independent auditors
The Directors are recommending the reappointment of PricewaterhouseCoopers LLP as the Company’s
statutory auditor at the 2024 AGM.
AGM
The Quilter plc 2024 AGM will be held at Senator House, 85 Queen Victoria Street, London EC4V 4AB on
Thursday 23 May 2024 at 11:00am (UK time). Details of the business to be transacted at the 2024 AGM,
along with details of how you can ask questions and join the meeting, are included in the Quilter plc
2024 Notice of AGM which can be found on our GM Hub at plc.quilter.com/gm.
By order of the Board
Clare Barrett
Company Secretary
6 March 2024
Strategic Report
Other information
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Index to the consolidated
financial statements
For the year ended 31 December 2023
Group consolidated financial statements
Statement of Directors’ responsibilities 95
Independent auditor’s report 96
Consolidated statement of comprehensive income 104
Consolidated statement of financial position 105
Consolidated statement of changes in equity 106
Consolidated statement of cash flows 107
Notes to the consolidated financial statements
General information 107
1: Basis of preparation 107
2: New standards, amendments to standards
andinterpretations adopted by the Group 109
3: Future standards, amendments to standards
and interpretations not early – adopted in these
financialstatements 109
4: Significant changes in the year 109
5: Material accounting policies 109
6: Business combinations 119
7: Alternative performance measures 120
8: Segmental information 12 4
9: Investment return 127
10: Expenses 127
11: Tax 129
12: Earnings per share 130
13: Dividends 131
14: Goodwill and intangible assets 132
15: Property, plant and equipment 133
16: Investment property 134
17: Loans and advances 134
18: Financial investments 134
19: Derivatives – assets and liabilities 134
20: Categories of financial instruments 135
21: Fair value methodology 136
22: Structured entities 138
23: Trade, other receivables and other assets 139
24: Contract costs 139
25: Cash and cash equivalents 140
26: Ordinary Share capital 141
27: Share-based payments 141
28: Investment contract liabilities 143
29: Provisions 143
30: Tax assets and liabilities 146
31: Borrowings and lease liabilities 148
32: Trade, other payables and other liabilities 148
33: Post-employment benefits 149
34: Master netting and similar arrangements 151
35: Contingent liabilities 1 51
36: Commitments 15 2
37: Capital and financial risk management 152
38: Fiduciary activities 157
39: Related party transactions 157
40: Events after the reporting date 158
Appendix
A: Related undertakings 159
Financial statements of the Company
Financial statements 162
Notes to the Parent Company financial statements 164
94
Quilter plc Annual Report 2023

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
Chief Executive Officer
6 March 2024
Mark Satchel
Chief Financial Officer
Statement of Directors’ responsibilities
in respect of the Annual Report and the financial statements
95
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Opinion
In our opinion:
– Quilter plc’s Group financial statements and Company financial statements (the “financial statements”)
give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December
2023 and of the Group’s profit and the Group’s cash flows for the year then ended;
– the Group financial statements have been properly prepared in accordance with UK-adopted
international accounting standards as applied in accordance with the provisions of the Companies
Act2006;
– the Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101
“Reduced Disclosure Framework”, and applicable law); and
– the financial statements have been prepared in accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements, included within the Annual Report, which comprise: the
Consolidated statement of financial position and the Company statement of financial position as at
31December 2023; the Consolidated statement of comprehensive income, the Consolidated statement
of changes in equity, the Consolidated statement of cash flows, and the Company statement of changes
in equity for the year then ended; and the notes to the financial statements, comprising material
accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Board Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and
applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities
for the audit of the financial statements section of our report. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant
toour audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as
applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities
inaccordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s
Ethical Standard were not provided.
Other than those disclosed in note 10 to the Group’s financial statements, we have provided no
non-audit services to the Company or its controlled undertakings in the period under audit.
Our audit approach
Context
This is our fourth year of involvement as auditors of the Quilter plc Group (“the Group”). In planning for
the 2023 audit of the Group, we met with the Board Audit Committee and members of management
across the business to discuss and understand significant changes during the year, and to understand
their perspectives on associated business risks. We used this insight, along with our experience from
the previous year’s audit approach, when forming our views regarding the business updates, as part
ofdeveloping our audit plan and when scoping and performing our audit procedures.
Overview
Audit scope
– At 31 December 2023, the Group comprised two operating segments, together with head office
activities, each of which contain several reporting components. We conducted audit testing over
fourteen components in total, which we selected based on their financial significance to the
consolidated results.
– Six components were subject to an audit of their complete financial information.
– Specific financial statement line items were also brought into scope for a further eight components
toensure sufficient coverage was obtained over all material balances in the Group accounts.
– Taken together, the procedures we performed over the six significant components provided us with
coverage of over 82% of total income as recognised in the Consolidated statement of comprehensive
income and greater than 49% of all material line items for the Group, including profit before tax.
– We have considered the potential impact of climate change-related factors within our audit, including
challenging management on its assessment of how climate change related risks and opportunities
impact the financial statements. Given that Quilter has opted to take the approach of preparing a
separate Task Force on Climate-related Financial Disclosures (“TCFD”) report, which is then referred
toin the Annual Report, we have further challenged management to ensure that all materially
relevantinformation from the separate TCFD report is also included and linked clearly to within the
Annual Report.
Key audit matters
– Recoverability of deferred tax assets (Group and Company)
– Goodwill impairment assessment (Group)
– Impairment of investments in subsidiary undertakings (Company)
Materiality
– Overall Group materiality: £5,506,000 (2022: £6,092,352) based on 1% of total revenue excluding
investment return.
– Overall Company materiality: £27,963,351 (2022: £27,595,520) based on 1% of total assets.
– Performance materiality: £4,130,000 (2022: £4,569,264) (Group) and £20,972,513 (2022: £20,698,140)
(Company).
Independent auditors’ report to the members of Quilter plc
Report on the audit of the financial statements
96
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The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) identified by the
auditors, including those which had the greatest effect on: the overall audit strategy; the allocation
ofresources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Recoverability of deferred tax assets is a new key audit matter this year. Compensation provisions, which
was a key audit matter last year, is no longer included because of the continued reduction of the balance
and the reduced levels of estimation uncertainty and judgement involved in their calculation, now that
more evidence of actual payments being made is available. Otherwise, the key audit matters below are
consistent with last year.
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Key audit matters How our audit addressed the key audit matter
Goodwill impairment
assessment (Group)
Refer to page 62 of the Board Audit
Committee report and note 14 to
the Group’s financial statements.
The goodwill balance of £306
million (2022: £306 million) is
subject to an annual impairment
review. No impairment charge has
been recorded by management
against the goodwill balance in
thecurrentyear.
Judgement is used to determine
the appropriate level at which
to perform the impairment
assessment. Management analyses
discounted cash flows at the
operating segment level to calculate
the value-in-use for each group
of cash generating units (“CGUs”)
as opposed to assessing for each
individual CGU.
Due to the inherent subjectivity in
the assumptions used in the model,
combined with the potential impact
of the current economic climate
on future profit forecasts, this has
been assessed as a significant risk
for our audit.
We checked that the cash flow forecasts used by management in the
assessment of goodwill impairment were consistent with the Board
approved three-year Business Plan.
We evaluated the historical accuracy of the cash flow forecasts, including a
comparison of the current year actual results with the 2023 figures included
in the prior year forecast. Furthermore, we ensured the forecasts were
completed on a basis consistent with prior years.
For certain key assumptions which underpinned the forecast performance,
such as growth of assets under management in the Business Plan period,
wecorroborated these against external market data where available.
We challenged management on the inclusion of certain cash flows where
these looked to include future enhancements or future restructuring activity
(such as the inclusion of future cost savings).
We considered the appropriateness of performing the impairment
assessment for groups of CGUs. This included consideration of how the
financial information of the business is presented to the Chief Operating
Decision Maker.
We engaged our internal valuation experts to independently calculate
areasonable range for both the discount rate and long-term growth rate
assumptions used within the value-in-use calculations. We found that both
the discount rate and growth rate were within our expected range.
We obtained and understood management’s sensitivity calculations over
the impairment assessment and performed further sensitivity scenarios
ourselves. These calculations confirmed that the impairment assessment
was not highly sensitive to any of the key assumptions, being the discount
rate and the forecast growth of cash flows. For each operating segment we
also calculated the degree to which these assumptions would need to move
before an impairment was triggered and considered the likelihood of such a
movement. We further assessed the Group’s disclosure of these sensitivities
to ensure that the risks inherent in the valuation were appropriately reflected
within the accounts.
We challenged management on the magnitude of the variance between
the total value in use and the market capitalisation, and corroborated the
explanations we received to supporting documentation.
Overall, based on the procedures we have performed, we concur with
management that no impairment to the goodwill balance is required.
Key audit matters How our audit addressed the key audit matter
Impairment of investments
in subsidiary undertakings
(Parent)
Refer to note 4 to the Parent
Company financial statements.
The Company holds investments
in subsidiaries of £2,162 million
(2022: £2,150 million). Whilst these
eliminate on consolidation in the
Group financial statements, they
are recorded in the Company
financial statements.
Management have performed an
impairment assessment, utilising
consistent methodology to that
described in the impairment
of goodwill key audit matter
above, and have concluded
thatno impairment or reversal
ofimpairment was required.
We have determined the
impairment assessment over the
investments in subsidiaries to be
a significant risk in light of the size
of this balance and the judgmental
nature of the discounted cash flow
models and cash generating units
used in assessing impairment.
The impairment assessment leveraged management’s calculations for the
Group goodwill impairment assessment referred to above.
The key judgement used by management in their impairment assessment
is the underlying assumption that the Company’s investments in Quilter
Holdings Limited and Quilter Investors represent the lowest level at which
largely independent cash inflows are generated. This assumption allows
headroom to be transferred between subsidiary entities.
We have previously challenged management over this assumption on the
basis that the Business Plan is prepared at a more disaggregated level and
requested management to provide us with further analyses to demonstrate
the significant degree of integration between the businesses included in
their defined cash generating unit. We corroborated the explanations we
received through discussion with the relevant component audit teams and
review of historical relevant correspondence with the regulator identifying
some of the interdependencies.
For non-trading subsidiaries the fair value less costs to sell is deemed by
management to be represented by their net asset position.
Overall we are satisfied that there is sufficient evidence to support the
basis of management’s impairment assessment and therefore concur
withmanagement that no impairment is required.
Independent auditors’ report to the members of Quilter plc
98
Quilter plc Annual Report 2023

Key audit matters How our audit addressed the key audit matter
Recoverability of deferred tax
assets (Group and Parent)
Refer to page 62 of the Board Audit
Committee report and note 30 to the
consolidated financial statements.
The Group holds deferred tax
assets of £91 million (2022: £94
million) which are comprised of ‘new’
(post-April 2017) tax losses that
can be used across the Group, ‘old’
(pre-April 2017) tax losses that can
only be used in the same company,
late paid interest, capital allowances
and expected share schemes future
tax deductions. IAS 12 requires
that deferred tax assets shall be
recognised to the extent that it is
probable that taxable profits will be
available against which the deferred
tax asset can be utilised. Hence,
there is subjectivity over whether the
Group will generate sufficient taxable
profits to utilise the deferred tax
asset against.
In the current year management
have recognised the deferred tax
asset on these ‘new’ losses in full,
inlight of the fact that the Group has
been profitable for the previous two
years and plans to use a significant
portion of the tax losses within the
three-year forecast period.
Similarly, the Parent Company holds
a deferred tax asset of £23 million
(2022: £4 million) and so the same
judgements regarding the availability
of future taxable profits apply to the
Parent Company asset.
This is the first period in which the
asset relating to these losses has
been recognised in full and as such
has been a significant area of focus
for our audit.
We utilised our internal tax specialists in order to assist with our assessment
of the Group and Company deferred tax asset balance recognised of
£91million and £23 million respectively.
We assessed the design and implementation of key controls in
management’s process of recognising and measuring deferred tax assets.
We evaluated management’s methodology for assessing the recognition
andrecoverability of deferred tax assets, including the ability to offset
certain deferred tax liabilities and deferred tax assets.
Where recognition is supported by the availability of sufficient probable
taxable profits in future periods against which the asset can be utilised, our
evaluation of these future profits considered both the Business Plan and
the relevant tax legislation. We reviewed the Business Plan profit forecasts
in detail within our goodwill impairment assessment work (see above). This
included assessing the key assumptions, such as management’s revenue and
market growth assumptions, to ensure that these underlying assumptions
and forecasts within the three-year Business Plan were reasonable.
Where applicable we assessed the consistency of the forecasts used to
justify the recognition of deferred tax assets to those used elsewhere in
the business, including for goodwill impairment assessments (explained
above), and the Directors’ viability and going concern statements. The
forecasted figures for each entity were agreed to the individual component
entity Business Plans. Furthermore, we considered the basis of the forecasts
(i.e.the starting revenue and cost figures for 2023) against the actual
balances within the 2023 financial statements for consistency.
We evaluated management’s key assumptions and estimates for cost and
profit allocation among Group entities.
We also assessed the adequacy of disclosures over this area and sensitivity
of key estimates of the asset recognised, which has been disclosed in
note30.
Overall, we are satisfied that there is sufficient evidence to support the
recognition of the deferred tax asset in the Group and Parent Company
financial statements.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an
opinion on the financial statements as a whole, taking into account the structure of the Group and
theCompany, the accounting processes and controls, and the industry in which they operate.
Quilter plc has two operating segments – High Net Worth and Affluent. Within these segments there are
several reporting units, of which six are considered financially significant, and were subject to an audit
oftheir complete financial information. In addition, a further eight reporting entities were in scope for
specific audit procedures, as these components contributed a significant proportion of certain financial
statement line items. Together with the procedures performed at the Group level, including auditing the
consolidation and financial statement disclosures, taxation, and goodwill impairment assessment, this
gave us the evidence we needed to form our opinion on the financial statements as a whole. Almost all
of the Group’s trading is based in the UK, resulting in all of the audit procedures being performed locally
by the UK audit team. Of the fourteen components we have performed audit procedures over, none of
these components were based outside the UK. We applied an overall materiality level of £432,744,000
tothe classification of unit-linked assets and liabilities in the Consolidated statement of financial
position, the related line items in the Consolidated statement of comprehensive income and the related
notes tothe financial statements. This materiality was applied solely for our work on matters for which a
misstatement is likely only to lead to a reclassification between line items, in accordance with FRC
Practice Note 20 The audit of Insurers in the United Kingdom. The Group contains several regulated
trading entities and is a regulated insurance group itself. Some of the Group’s activities are outsourced
to third-party providers, such as investment and platform administration. In respect of the outsourced
service providers, we were able to gain appropriate audit evidence through a combination of evaluating
the providers’ published assurance reports on internal controls and performing substantive procedures.
The Parent Company is a single legal entity over which we were required to perform a full scope
statutory audit. We have determined the scope using our set materiality levels and performed
procedures over those financial statement line items which are material through the monetary
threshold or material by nature.
The impact of climate risk on our audit
As part of our audit, we made enquiries of management to understand the process management
adopted to assess the extent of the potential impact of climate risk on the Group’s financial statements
and support the disclosures made within Annual Report. The Group prepares a separate TCFD report,
which is then cross referenced in the Annual Report, with the key highlights included in the main body
of the report. Based on this, we have challenged management to ensure that all materially relevant
information in the separate report is also included and linked clearly to within the Annual Report. In
addition toenquiries with management, we also challenged the completeness of management’s climate
risk assessment by comparing the consistency of management’s climate impact assessment with
internal climate plans and Board minutes, including whether the time horizons management have
usedtake account of all relevant aspects of climate change such as transition risks.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually
andin aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole
as follows:
Financial statements – Group Financial statements – Company
Overall materiality £5,506,000 (2022: £6,092,352). £27,963,351 (2022: £27,595,520).
How we determined it 1% of total revenue excluding
investment return.
1% of total assets.
Rationale for benchmark applied Based on the performance metrics
used in the Annual Report, total
revenue is considered to be one
of the primary measures used
by shareholders in assessing
performance of the Group and
is a generally accepted auditing
benchmark.
A benchmark of total assets has
been used as the Company’s primary
purpose is to act as a holding company
with investments in the Group’s
subsidiaries, not to generate operating
profits and therefore a profit-
based measure was not considered
appropriate.
For each component in the scope of our Group audit, we allocated a materiality that is less than our
overall Group materiality. The range of materiality allocated across components was £2,100,000 to
£4,600,000. Certain components were audited to a local statutory audit materiality that was also less
than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we
use performance materiality in determining the scope of our audit and the nature and extent of our
testing of account balances, classes of transactions and disclosures, for example in determining sample
sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to £4,130,000
(2022: £4,569,264) for the Group financial statements and £20,972,513 (2022: £20,698,140) for the
Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of
misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded
that an amount at the upper end of our normal range was appropriate.
We agreed with the Board Audit Committee that we would report to them misstatements identified
during our audit above £500,000 (Group audit) (2022: £500,000) and £1,398,168 (Company audit)
(2022:£1,379,876) as well as misstatements below those amounts that, in our view, warranted reporting
for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue
toadopt the going concern basis of accounting included:
– Obtained the Directors’ updated going concern assessment and challenged the rationale for
assumptions on growth of assets under management/administration and asset returns using our
knowledge of Quilter’s business performance and corroborating to external market evidence where
available. Our assessment included reviewing management’s stress testing and scenario analyses.
– Obtained management’s estimated solvency capital position and evaluated this for consistency with
available information and against management’s own target capital ratios. We found that the Group
maintained internal targets for its Group Solvency Capital Requirement (SCR) ratio, and is forecast to
remain compliant with all external regulatory capital requirements for the period covered by the going
concern assessment; and
– Confirmed compliance with the debt covenants of the Group’s borrowing facilities, and the forecast
continued compliance for the duration of the period covered by the going concern assessment.
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the
Company’s ability to continue as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a
guarantee as to the Group’s and the Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code,
wehave nothing material to add or draw attention to in relation to the Directors’ statement in the
financial statements about whether the Directors considered it appropriate to adopt the going concern
basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described
in the relevant sections of this report.
Independent auditors’ report to the members of Quilter plc
100
Quilter plc Annual Report 2023

Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial
statements and our auditors’ report thereon. The Directors are responsible for the other information.
Our opinion on the financial statements does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
thefinancial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If we identify an apparent material inconsistency or material misstatement, we are required
to perform procedures to conclude whether there is a material misstatement of the financial statements
or a material misstatement of the other information. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report
thatfact. We have nothing to report based on these responsibilities.
With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures
required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also
toreport certain opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in
theStrategic report and Directors’ Report for the year ended 31 December 2023 is consistent with
thefinancial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the Strategic
report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Annual Report on Remuneration to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term
viability and that part of the corporate governance statement relating to the Company’s compliance
withthe provisions of the UK Corporate Governance Code specified for our review. Our additional
responsibilities with respect to the corporate governance statement as other information are described
in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements
and our knowledge obtained during the audit, and we have nothing material to add or draw attention
toin relation to:
– The Directors’ confirmation that they have carried out a robust assessment of the emerging and
principal risks;
– The disclosures in the Annual Report that describe those principal risks, what procedures are in place
to identify emerging risks and an explanation of how these are being managed or mitigated;
– The Directors’ statement in the financial statements about whether they considered it appropriate to
adopt the going concern basis of accounting in preparing them, and their identification of any material
uncertainties to the Group’s and Company’s ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
– The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period
this assessment covers and why the period is appropriate; and
– The Directors’ statement as to whether they have a reasonable expectation that the Company will be
able to continue in operation and meet its liabilities as they fall due over the period of its assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company
was substantially less in scope than an audit and only consisted of making inquiries and considering
theDirectors’ process supporting their statement; checking that the statement is in alignment with
therelevant provisions of the UK Corporate Governance Code; and considering whether the statement
isconsistent with the financial statements and our knowledge and understanding of the Group and
Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the corporate governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit:
The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced
andunderstandable, and provides the information necessary for the members to assess the Group’s
and Company’s position, performance, business model and strategy;
– The section of the Annual Report that describes the review of effectiveness of risk management
andinternal control systems; and
– The section of the Annual Report describing the work of the Board Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement
relating to the Company’s compliance with the Code does not properly disclose a departure from
arelevant provision of the Code specified under the Listing Rules for review by the auditors.
101
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Strategic Report
Governance Report Other informationFinancial statements

Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for
the preparation of the financial statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The Directors are also 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.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
thebasis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of
non-compliance with laws and regulations related to breaches of UK regulatory principles, such as those
governed by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA), and
unsuitable or prohibited business practices, and we considered the extent to which non-compliance
might have a material effect on the financial statements. We also considered those laws and regulations
that have a direct impact on the financial statements such as the Companies Act 2006 and the Listing
Rules. We evaluated management’s incentives and opportunities for fraudulent manipulation of the
financial statements (including the risk of override of controls), and determined that the principal risks
were related to posting non-standard or unusual journal entries to either inflate revenue or reduce
expenditure of the Group and the Company, and management bias in accounting estimates and
judgemental areas of the financial statements, such as impairment assessments. The group
engagement team shared this risk assessment with the component auditors so that they could include
appropriate audit procedures in response to such risks in their work. Audit procedures performed by
the group engagement team and/or component auditors included:
– Discussions with the Board Audit Committee, management, internal audit, management involved in
the risk and compliance functions and the Group and Company’s legal function, including
consideration of known or suspected instances of non-compliance with laws and regulation and fraud.
– Reviewing correspondence between the Group and the PRA, the FCA and HMRC in relation to
compliance with laws and regulations.
– Assessment of matters reported on the Group’s whistleblowing register including the quality and
results of management’s investigation of such matters.
– Reviewing Board minutes as well as relevant meeting minutes, including those of the Board Audit
Committee, Board Remuneration Committee, and the Board Risk Committee.
– Reviewing data regarding customer complaints, the Group’s and Company’s register of litigation and
claims, internal audit reports, and compliance reports in so far as they related to non-compliance with
laws and regulations and fraud.
– Identifying and testing journal entries, in particular any journal entries posted with unusual account
combinations, such as non-standard and unusual journals to revenue which may be indicative of the
overstatement or manipulation of revenue and unusual expenditure journals which could lead to an
inappropriate reduction in expenditure.
– Challenging assumptions made by management in accounting estimates and judgements, in particular
in relation to the impairment assessments of goodwill and investments in subsidiaries, and the
recoverability of the deferred tax assets.
– Designing audit procedures to incorporate unpredictability around the nature, timing or extent of
ourtesting.
– Detailed testing over the classification of costs allocated to business transformation costs, which are
considered as one-off and added back to calculate the adjusted profit measure, in order to identify any
inappropriate classification which could be indicative of a material manipulation of the adjusted profit
measure.
There are inherent limitations in the audit procedures described above. We are less likely to become
aware of instances of non-compliance with laws and regulations that are not closely related to events and
transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Independent auditors’ report to the members of Quilter plc
102
Quilter plc Annual Report 2023

Our audit testing might include testing complete populations of certain transactions and balances,
possibly using data auditing techniques. However, it typically involves selecting a limited number of
items for testing, rather than testing complete populations. We will often seek to target particular items
for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable
us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the
FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’
report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as
abody in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose.
Wedo not, in giving these opinions, accept or assume responsibility for any other purpose or to any
other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not obtained all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the Company, or returns adequate for our audit
have not been received from branches not visited by us; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– the Company financial statements and the part of the Annual Report on Remuneration to be audited
are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Board Audit Committee, we were appointed by the Directors on
19 May 2020 to audit the financial statements for the year ended 31 December 2020 and subsequent
financial periods. The period of total uninterrupted engagement is four years, covering the years ended
31 December 2020 to 31 December 2023.
Other matter
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R,
these financial statements form part of the ESEF-prepared annual financial report filed on the National
Storage Mechanism of the Financial Conduct Authority in accordance with the ESEF Regulatory Technical
Standard (‘ESEF RTS’). This auditors’ report provides no assurance over whether the annual financial
report has been prepared using the single electronic format specified in the ESEF RTS.
Mark Pugh
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
6 March 2024
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Strategic Report
Governance Report Other informationFinancial statements

Consolidated statement of comprehensive income
For the year ended 31 December 2023
542
581
4,075
(4,649)
Other income
9
28
Total income
4,626
(4,040)
(3,313)
4,318
(49)
(54)
Change in third-party interests in consolidated funds
(579)
438
(575)
(584)
(22)
(13)
Total expenses
(4,538)
4,105
Profit before tax
88
65
11(a)
(76)
134
Profit before tax attributable to shareholder returns
12
199
11(a)
(46)
110
Less: tax expense/(credit) attributable to policyholder returns
76
(134)
Tax credit/(expense) attributable to shareholder returns
30
(24)
Profit after tax attributable to the owners of the Company
42
175
Total comprehensive income
42
175
3.1
12.2
12
3.1
12.0
All income and expenses relate to continuing operations.
The notes on pages 107 to 158 form an integral part of these consolidated financial statements.
104
Quilter plc Annual Report 2023

Notes
14
372
413
15
91
112
16
10
–
Investments in associates
2
1
24
16
10
17
38
34
18
50,329
43,617
30(a)
91
94
30(c)
33
10
23
447
303
19
57
40
25
1,859
1,782
6(c)
–
1
Total assets
53,345
46,417
26
115
115
26
58
58
Capital redemption reserve
346
346
27
42
41
Other reserves
–
(1)
Retained earnings
958
989
Total equity
1,519
1,548
28
43,396
38,186
Third-party interests in consolidated funds
7,444
5,843
29
46
69
30(b)
64
24
30(c)
2
1
31
279
290
32
570
436
19
25
20
Total liabilities
51,826
44,869
Total equity and liabilities
53,345
46,417
The financial statements on pages 104 to 107 were approved by the Board of Directors on 6 March 2024
and signed on its behalf by
Steven Levin
Chief Executive Officer
Mark Satchel
Chief Financial Officer
Consolidated statement of financial position
At 31 December 2023
The notes on pages 107 to 158 form an integral part of these consolidated financial statements.
105
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Strategic Report
Governance Report Other informationFinancial statements

Consolidated statement of changes in equity
For the year ended 31 December 2023
Year ended 31 December 2023
Notes
Balance at 1 January 2023
115
58
–
346
–
41
(1)
989
1,548
Profit after tax attributable to the owners of the Company
–
–
–
–
–
–
–
42
42
Total comprehensive income
–
–
–
–
–
–
–
42
42
13
–
–
–
–
–
–
–
(65)
(65)
–
–
–
–
–
–
–
(14)
(14)
Movement in own shares
–
–
–
–
–
–
–
(13)
(13)
–
–
–
–
–
–
–
2
2
27(e)
–
–
–
–
–
–
–
18
18
Aggregate tax effects of items recognised directly in equity
–
–
–
–
–
1
–
–
1
Total transactions with the owners of the Company
–
–
–
–
–
1
–
(72)
(71)
Transfer to retained earnings
–
–
–
–
–
–
1
(1)
–
Balance at 31 December 2023
115
58
–
346
–
42
–
958
1,519
1
2
Year ended 31 December 2022
Notes
Balance at 1 January 2022
116
58
–
17
25
42
(1)
1,482
1,739
Profit after tax attributable to the owners of the Company
–
–
–
–
–
–
–
175
175
Total comprehensive income
–
–
–
–
–
–
–
175
175
13
–
–
–
–
–
–
–
(78)
(78)
26
(1)
–
–
1
–
–
–
–
–
26
–
–
328
–
(25)
–
–
(303)
–
26
–
–
(328)
328
–
–
–
(328)
(328)
–
–
–
–
–
–
–
(4)
(4)
Movement in own shares
–
–
–
–
–
–
–
22
22
27(e)
–
–
–
–
–
1
–
23
24
Aggregate tax effects of items recognised directly in equity
–
–
–
–
–
(2)
–
–
(2)
Total transactions with the owners of the Company
(1)
–
–
329
(25)
(1)
–
(668)
(366)
Balance at 31 December 2022
115
58
–
346
–
41
(1)
989
1,548
3
4
4
2
1
In November 2023, as a result of an Odd-lot Offer, Quilter plc purchased 15,798,423 of its own Ordinary Shares for £1 4 million. Those shares were gifted to the Employee Benefit Trust and are held as treasury shares.
2
For shares registered on the Johannesburg Stock Exchange, the amounts of proposed dividends and share buybacks are set in South African Rand on the relevant Market Announcement date which is prior to the date of payment. The impact of exchange rate movements
between these dates is recognised directly in equity. The Group held cash in South African Rand equal to the expected cash outflows and therefore was economically hedged for these payments.
3
On 11 March 2020, the Company announced a share buyback programme to purchase Ordinary Shares up to a maximum value of £375 million, in order to return the net surplus proceeds arising from the sale of Quilter Life Assurance to shareholders. During 2022,
theCompany acquired 17.7 million shares for a total consideration of £26 million and incurred additional costs of £1 million. The Company had committed to the buyback of these shares during 2021 and had recognised an accrual for £26 million as at 31 December 2021.
This was the final tranche of the share buyback programme and was completed in January 2022. The shares, which have a nominal value of £1 million, were subsequently cancelled, giving rise to a capital redemption reserve of the same value as required by the Companies
Act 2006.
4
On 9 March 2022, the Company announced a capital return of £328 million from the net surplus proceeds arising from the sale of Quilter International by way of a B Share Scheme accompanied by a Share Consolidation. Refer to note 26 for further details of the capital
return and Share Consolidation. Following the issue and redemption of the B preference shares as part of the B Share Scheme, the Company transferred £328 million from retained earnings to the capital redemption reserve, as required under the provisions of sections
688 and 733 of the Companies Act 2006, being an amount equal to the nominal value of the B shares redeemed. The increase in the capital redemption reserve results from the UK company law requirement to maintain the company’s capital when shares are redeemed
outof the company’s distributable profits.
The notes on pages 107 to 158 form an integral part of these consolidated financial statements.
106
Quilter plc Annual Report 2023

Consolidated statement of cash flows
For the year ended 31 December 2023
Notes to the consolidated financial statements
For the year ended 31 December 2023
The cash flows presented in this statement cover all the Group’s activities and include flows from both
policyholder and shareholder activities. All cash and cash equivalents are available for general use by
the Group for the purposes of the disclosures required under IAS 7 Statement of Cash Flows except for
cash and cash equivalents in consolidated funds (as shown in note 25).
Cash flows from operating activities
2,137
1,698
Taxation paid
(26)
(22)
25(b)
2,111
1,676
Net purchases and sales of financial investments
(1,908)
(1,494)
Purchase of property, plant and equipment
(1)
(3)
Proceeds from sale of property, plant and equipment held for sale
1
–
6(b)
–
(5)
Increase in investment in associate
(1)
–
Total net cash flows from investing activities
(1,909)
(1,502)
13
(65)
(78)
10(e)
(18)
(9)
31(b)
(3)
(3)
31(b)
(9)
(11)
(14)
–
share scheme
(15)
–
–
(328)
–
(28)
2
(4)
31
199
–
31
(200)
–
25(c)
(123)
(461)
Net increase/(decrease) in cash and cash equivalents
79
(287)
Cash and cash equivalents at the beginning of the year
1,782
2,064
Effect of exchange rate changes on cash and cash equivalents
(2)
5
25(a)
1,859
1,782
1
2
3
4
5
1
The acquisition of interests in subsidiaries in 2022 resulted from contingent consideration payments relating to historical acquisitions.
2
Further information relating to the Odd-lot Offer is included within the consolidated statement of changes in equity.
3
In March 2022, the Company announced a capital return of £328 million from the net surplus proceeds arising from the sale of
QuilterInternational by way of a B Share Scheme accompanied by a Share Consolidation. The capital return was completed in May 2022.
4
The repurchase and cancellation of Ordinary Shares outflow relates to the cash movements associated with the share buyback
programme. Further details are included within the consolidated statement of changes in equity.
5
The exchange rate movements passed to shareholders relate to foreign exchange gains or losses that have arisen on the capital return
and dividend payments to JSE shareholders. Further details are included within the consolidated statement of changes in equity.
The notes on pages 107 to 158 form an integral part of these consolidated financial statements.
General information
Quilter plc (the “Company”, the “Parent Company”), a public limited company incorporated in England
and Wales and domiciled in the United Kingdom (“UK”), together with its subsidiaries (collectively, the
“Group”) offers investment and wealth management services, long-term savings and financial advice
primarily in the UK. Quilter plc is listed on the London and Johannesburg Stock Exchanges.
The Company’s registration number is 06404270. The address of the registered office is Senator House,
85 Queen Victoria Street, London, EC4V 4AB.
1: Basis of preparation
The consolidated financial statements of Quilter plc for the year ended 31 December 2023 have been
prepared in accordance with UK-adopted International Accounting Standards and with the requirements
of the Companies Act 2006 as applicable to companies reporting under those standards.
These consolidated financial statements have been prepared on a historical cost basis, except for the
revaluation of certain financial instruments which are held at fair value, and are presented in pounds
sterling, which is the currency of the primary economic environment in which the Group operates.
Appendix A Related undertakings forms an integral part of these consolidated financial statements.
The separate financial statements of the Company are on pages 162 to 163.
Going concern
The Directors have considered the resilience of the Group, its current financial position, the principal risks
facing the business and the effectiveness of any mitigating strategies which are or could be applied. This
included an assessment of capital and liquidity over a three-year planning period covering 2024 to 2026.
This assessment incorporated a number of stress tests covering a broad range of scenarios, including
economic and market shocks of up to 40% falls in equity markets, mass lapse events, new business
growth scenarios and severe business interruption, equivalent to 1-in-50 and 1-in-200 year events.
As part of the going concern assessment, the Group took into consideration the current position of the
UK and global economy including the impact of inflation and increases in the cost of living. The Group
also considered how climate-related risks and opportunities affect operations, investment activities and
advice and distribution activities and their impact on specific projects and initiatives, estimates and
judgements. Based on the assessment, the Directors believe that both the Group and Quilter plc, have
sufficient financial resources to continue in business for a period of at least 12 months from the date of
approval of these financial statements and continue to adopt the going concern basis in preparing the
Group and Parent Company financial statements. Further information is contained in the viability
statement and going concern section of the Annual Report.
Basis of consolidation
The Group’s consolidated financial statements incorporate the assets, liabilities and results of the
Company and its subsidiaries. Subsidiaries are those entities, including investment funds, controlled
by the Group. More information on how the Group assesses whether it has control over an entity is
provided in accounting policy note 5(a). Subsidiaries are consolidated from the date the Group obtains
control and are excluded from consolidation from the date the Group loses control.
107
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Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the
accounting policies used in line with Group policies. All intercompany transactions, balances and
unrealised gains and losses on transactions between Group companies are eliminated when preparing
consolidated financial statements.
Liquidity analysis of the statement of financial position
The Group’s statement of financial position is in order of liquidity. For each asset and liability line item,
those amounts expected to be recovered or settled more than 12 months after the reporting date are
disclosed separately in the notes to the consolidated financial statements.
Critical accounting estimates and judgements
The preparation of financial statements requires management to exercise judgement in applying the
Group’s material accounting policies and make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements. The Board Audit Committee
reviews these areas of judgement and estimates, and the appropriateness of material accounting
policies adopted in the preparation of these financial statements.
Critical accounting judgements
The Group’s critical accounting judgements are those that management makes when applying its
material accounting policies and that have the greatest effect on the profit after tax and net assets
recognised in the Group’s financial statements.
Recognition of provisions following the sale of Quilter International
Management exercised significant judgement in determining the accounting treatment for a number of
provisions related to business activities to separate the business from the Group in respect of the sale
of Quilter International. Significant judgement was required to assess whether the costs were directly
attributable and incremental to the sale and whether a legal or constructive obligation existed in order
to recognise the provisions. See note 29 for further details.
Recognition of revenue from the advice business
Given the Group’s business model for advice, management is required to exercise significant judgement
in assessing the capacity in which the Group is contracting for the purposes of recognising revenue from
the advice business under IFRS 15 (Revenue from Contracts with Customers). As a result of the
assessment, management has determined that revenue from the advice business should be presented
net of certain fees and commissions payable to Appointed Representatives of Quilter companies.
Critical accounting estimates
The Group’s critical accounting estimates involve the most complex or subjective assessments and
assumptions, which have a significant risk of resulting in material adjustment to the net carrying
amounts of assets and liabilities within the next financial year. Management uses its knowledge of
current facts and circumstances and applies estimation and assumption setting techniques that are
aligned with relevant actuarial and accounting standards and guidance to make predictions about
future actions and events. Actual results may differ from those estimates.
Provision for the cost of defined benefit pension advice
An estimate is determined for unsuitable pension advice related to schemes other than those concluded
as part of the skilled person review, using a methodology which takes account of recent experience of
redress payments calculated by an independent expert and applying a proportion of transfer value to
determine redress payable as an indicative provision. The calculations are based upon FCA guidelines
and modelling performed, and factors including redress as a percentage of pension transfer value and
opt-in assumptions. See note 29 for further details.
Measurement of deferred tax
The estimation of future taxable profits is performed as part of the annual business planning process,
and is based on estimated levels of assets under management and administration (“AuMA”), which are
subject to a large number of factors including global stock market movements, related movements
in foreign exchange rates and net client cash flows, together with estimates of expenses and other
charges. The Business Plan, adjusted for known and estimated tax adjusting items, is used to determine
the extent to which deferred tax assets are recognised. The Group assesses the recoverability of
shareholder assets based on estimated taxable profits over a five-year horizon and assesses
policyholder assets based on estimated investment growth over the medium term. To the extent that
profit estimates extend beyond the normal three-year planning cycle, average profits over the final two
years of the plan are used. Based on historic profitability, the Group has taken the approach to assess
the recoverability of deferred tax assets beyond the three-year planning cycle for the first time in 2023.
Future profit projections show the majority of deferred tax assets being utilised over the next three
years. Management has reassessed the sensitivity of the recoverability of deferred tax assets based
on the latest forecast cash flows. See note 30 for further details.
Other principal estimates
The Group’s assessment of goodwill and intangible assets for impairment uses the latest cash flow
forecasts from the Group’s three-year Business Plan. These forecasts include estimates relating to
equity market levels and growth in AuMA in future periods, together with levels of new business growth,
net client cash flows, revenue margins, and future expenses and discount rates (see note 14). These
forecasts take account of climate related risks and other responsible business considerations.
Management does not consider that the use of these estimates has a significant risk of causing a
material adjustment to the carrying amount of the assets within the next financial year.
1: Basis of preparation continued
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2: New standards, amendments to standards, and interpretations
adopted by the Group
IFRS 17 became effective on 1 January 2023. The Group has assessed all relevant contracts with
policyholders. Based on this assessment, it was determined that there are no contracts that will be
accounted for under IFRS 17.
The amendments to accounting standards in the table below became applicable for the current
reporting year, with no material impact on the Group’s consolidated results, financial position or
disclosures.
The Group has applied the narrow scope amendment to IAS 12 Income Taxes in respect of the OECD
Pillar II international tax rules issued in the current period. In doing so, the Group has applied the
exception in IAS 12.4A and accordingly will not recognise or disclose information about deferred tax
assets and liabilities related to Pillar II income taxes.
Adopted by the Group from
Amendments to standards
1 January 2023
Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement
1 January 2023
Amendments to IAS 12 Income Taxes – Deferred Tax related to Assets and Liabilities
1 January 2023
Amendments to IAS 12 Income Taxes – International Tax Reform – Pillar Two Model Rules
3: Future standards, amendments to standards, and interpretations not
early adopted in these financial statements
Certain new standards, interpretations and amendments to existing standards have been published
by the International Accounting Standards Board (“IASB”) that are mandatory for the Group’s annual
accounting periods beginning on or after 1 January 2023. The Group has not early adopted these
standards, interpretations and amendments, nor does the Group expect these to have a material
impact on the Group’s consolidated financial statements.
Amendments to IAS 1, Presentation of Financial Statements
Classification of Liabilities as Current or Non-current, and Non-current Liabilities with Covenants
published in 2020 and 2022 respectively, clarify that the classification of liabilities as current or non-
current is based solely on a company’s right to defer settlement for at least 12 months at the reporting
date. The right needs to exist at the reporting date and must have substance. The effective date of this
amendment is 1 January 2024.
4: Significant changes in the year
Repayment and new issue of Fixed Rate Reset Subordinated Notes
On 18 January 2023, the Company issued £200,000,000 8.625% Fixed Rate Reset Subordinated Notes
(due 18 April 2033) and received net cash proceeds of £199 million. After deducting structuring costs
and professional fees, the retained cash proceeds were £197 million. The Notes are listed and regulated
under the terms of the London Stock Exchange. On 28 February 2023, the Company repaid the existing
£200,000,000 4.478% Fixed Rate Reset Subordinated Notes (due 28 February 2028). See note 31 for
further details.
5: Material accounting policies
The Group’s material accounting policies are described below. There have been no changes to the
Group’s material accounting policies as a result of changes in accounting standards during the year.
The accounting policies disclosed in these notes have been consistently applied throughout the current
and prior financial year.
5(a): Group accounting
Subsidiaries
Subsidiary undertakings are those entities (investees) controlled by the Group. The Group controls
an investee if, and only if, the Group has all of the following three elements of control:
– power over the investee;
– exposure or rights to variable returns from its involvement with the investee; and
– the ability to affect those returns through its power over the investee.
For operating entities, this usually arises with a shareholding in the entity of 50% or more.
Associates
Associates are entities over which the Group has significant influence, but not control or joint control,
through its participation in the entity’s financial and operating policy decisions. Significant influence is
generally demonstrated by the Group holding between 20% and 50% of the voting rights. Voting rights
are not the only consideration, all other relevant factors, contractual or otherwise, are assessed in
determining whether the Group has the ability to exercise significant influence.
The results, assets and liabilities of associates, other than those that are measured at fair value through
profit or loss (“FVTPL”) are incorporated into these consolidated financial statements using the equity
method of accounting from the date that significant influence commences until the date it ends. Under
this method, the cost of the investment in an associate together with the Group’s share of that entity’s
post-acquisition changes to shareholders’ funds is included as an asset in the consolidated statement
of financial position. The cost includes goodwill recognised on acquisition. Subsequent to initial
recognition, the consolidated financial statements include the Group’s share of the profit or loss and
other comprehensive income of the associate until the date on which significant influence ceases.
Where a Group entity transacts with an associate of the Group, unrealised profits and losses are
eliminated to the extent of the Group’s interest in the relevant associate. Unrealised losses are
eliminated in the same way but only to the extent that there is no evidence of impairment. Investments
in associates that are held with a view to subsequent resale are accounted for as non-current assets
held for sale.
Where the Group has an investment in an associate, a portion of which is held by, or is held indirectly
through a unit trust or similar entity, including through unit-linked funds, that portion of the investment
is measured at FVTPL.
The Group has classified one entity, 360 Dot Net Limited, as an associate in the current and prior year.
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5: Material accounting policies continued
5(a): Group accounting continued
Investment funds
The Group consolidates certain of its interests in open-ended investment companies (“OEICs”), unit
trusts, mutual funds and similar investment vehicles (collectively “investment funds”).
The Group continually assesses any changes to facts and circumstances to determine, in the context of
the three elements of control listed above, whether it still controls the investee and is therefore required
to consolidate it.
The Group invests in a wide range of investment funds in respect of its unit-linked investment contracts
where investments are made to match the investment choices of its clients. For some of these funds,
it also acts as fund manager. These funds invest predominantly in equities, bonds, cash and cash
equivalents. The Group holds interests in these investment funds mainly through the receipt of fund
management fees, in the case where the Group acts as fund manager, which provide a variable return
based on the value of the funds under management and other criteria, and in the case of third-party
funds where fund performance has an impact on fund-based fees within unit-linked investment
contracts and other similar client investment products. Where the Group acts as fund manager, it may
also hold investments in the underlying funds, through acquiring units or shares. Where these
investments are held in unit-linked funds, the Group has a secondary exposure to variable returns
through the management fees that it deducts from unit-linked policyholders’ account balances. The
Group’s percentage ownership can fluctuate from day-to-day according to the Group’s participation
in them as clients’ underlying investment choices change.
Where, as is often the case with investment funds, voting or similar rights are not the dominant factor
in deciding who controls the investee, other factors are considered in the control assessment.
When assessing the control of investment funds, the Group considers the purpose and design of the
fund, the scope of its decision-making authority, including its ability to direct relevant activities and
to govern the operations of a fund so as to obtain variable returns from that fund and its ability to
use its power to affect these returns, both from the perspective of an investor and an asset manager.
In addition, the Group assesses rights held by other parties including substantive removal (“kick-out”)
rights that may affect the Group’s ability to direct relevant activities.
On consolidation, the interests of parties other than the Group are classified as a liability in the Group’s
statement of financial position and are described as “third-party interests in consolidated funds”. Such
interests are not recorded as non-controlling interests as they meet the criteria to be classified as
liabilities rather than equity. These liabilities are regarded as current, as they are repayable on demand,
although it is not expected that they will be settled in a short time period.
Business combinations
The Group is required to use the acquisition method of accounting for business combinations. Business
combinations are accounted for at the date that control is achieved (the acquisition date). The cost of a
business combination is measured as the aggregate of the fair values (at the date of exchange) of assets
given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for
control of the acquiree. Deferred and contingent consideration relating to acquisitions is recognised
as a liability on the date of acquisition.
The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for
recognition are recognised at their fair value at the acquisition date.
If the initial accounting for a business combination is incomplete by the end of the reporting period in
which the combination occurs, the Group reports provisional amounts. Where provisional amounts are
reported, these are adjusted during the measurement period which extends up to a maximum of 12
months from the acquisition date. Additional assets or liabilities may also be recognised during this
period, to reflect any new information obtained about the facts and circumstances that existed at the
acquisition date that, if known, would have affected the amounts recognised at that date.
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share
of the identifiable net assets of the acquired entity at the date of acquisition. Other acquisition-related
costs, not forming part of the cost of acquisition, are expensed as incurred.
Upon sale, the Group derecognises a subsidiary or disposal group on the date on which control passes.
The consolidated statement of comprehensive income includes the results of a subsidiary or disposal
group up to the date of disposal. The difference between the proceeds from the sale of a subsidiary
undertaking and its carrying amount as at the date of disposal, including the cumulative amount of
any related exchange differences that are recognised in the foreign currency translation reserve, is
recognised in profit and loss as the gain or loss on sale of the subsidiary undertaking.
5(b): Fair value measurement
Fair value is a market-based measure and is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
For a financial instrument, the best evidence of fair value at initial recognition is normally the transaction
price, which represents the fair value of the consideration given or received.
Where observable market prices in an active market, such as bid or offer (ask) prices are unavailable, fair
value is measured using valuation techniques based on the assumptions that market participants would
use when pricing the asset or liability. If an asset or a liability measured at fair value has a bid or an offer
price, the price within the bid-offer spread that is most representative of fair value is used as the basis
of the fair value measurement.
The quality of the fair value measurement for financial instruments is disclosed by way of the fair value
hierarchy in note 21 .
Notes to the consolidated financial statements
For the year ended 31 December 2023
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5(c): Product classification
The Group’s life assurance contracts included in the Affluent segment are categorised as investment
contracts, in accordance with the classification criteria set out in the paragraph below.
Investment contracts
Investment contracts do not meet the IFRS definition of an insurance contract as they do not transfer
significant insurance risk from the policyholder to the insurer. Unit-linked investment contracts are
separated into two components, being an investment management services component and a financial
liability. The financial liability component is designated at FVTPL as it is managed on a fair value basis,
and its value is directly linked to the market value of the underlying portfolio of assets. The Group does
not directly benefit economically from returns from the assets held to match policyholder liabilities,
apart from secondary exposure to future annual management fees that the Group expects to receive
over the life of the policy.
5(d): Fee income and other income from service activities
Fee income and other income from service activities represent the fair value of services provided, net of
value added tax. Revenue is only recognised to the extent that management is satisfied that it is highly
probable that no significant reversal of the revenue recognised will be required when uncertainties are
resolved. In circumstances where refunds are expected on a portion of the income, including indemnity
commission on policies sold, an estimate of the reduction of revenue is made and charged to profit and
loss at the point of sale, based upon assumptions determined from historical experience.
Fund-based fees
This relates to non-refundable fees taken on receipt of clients’ investments and recognised on receipt
over the life of the contract, in line with the performance obligation associated with the contract in
respect of the administration of the underlying client records and client benefits.
In addition, this also includes periodic fee income based on the market valuation of the Group’s
contracts with clients. It is calculated and recognised on a daily basis in line with the provision of
investment management services.
This also includes the fee income of consolidated funds.
Premium-based fees
This relates to fees in respect of advice to clients when the advice has been provided and the financial
adviser’s performance obligation has been fully delivered. Accordingly, fee income is recognised from
the inception of the financial product sold.
Fixed fees
This is periodic fee income which is fixed in value according to underlying contract terms and relates to
the provision of services and transactional dealing fees. It is recognised on provision of the transaction
or service.
Other fee and commission income
This includes charges taken from unit-linked funds to meet future policyholder tax liabilities. Depending
on the nature of the tax liability, the charges are either recognised at the point a transaction occurs on
the unit-linked fund, or annually.
5(e): Investment return
Investment return comprises two elements (a) investment income and (b) realised and unrealised gains
and losses on investments held at FVTPL.
Investment income
Investment income includes dividends on equity securities, client and shareholder interest income
and rental income. Dividends are recorded as revenue on the ex-dividend date. Interest income is
recognised using the effective interest rate method which allocates interest and other finance costs
at a constant rate over the expected life of the financial instrument. In respect of client money, retained
interest income is accounted for under the principles of IFRS 15 and is calculated as the difference,
on an accrual basis, between total interest received and interest paid across to clients. Rental income
is recognised on an accruals basis.
Realised and unrealised gains and losses
A gain or loss on a financial investment is only realised on disposal or transfer and represents the
difference between the proceeds received, net of transaction costs, and its original cost (or amortised
cost). Unrealised gains or losses, arising on investments which have not been disposed of or transferred,
represent the difference between carrying value at the year end and the carrying value at the previous
year end or purchase value (if this occurs during the year), less the reversal of previously recognised
unrealised gains or losses in respect of disposals made during the year.
Gains and losses resulting from changes in both market value and foreign exchange rates on
investments classified at FVTPL are recognised in the period in which they occur.
5(f): Contract costs
Incremental costs, including fee and commission expenses, that are directly attributable to securing
unit-linked investment contracts, asset management services and advice business are deferred and
recognised as contract costs. Contract costs are linked to the contractual right to benefit from providing
investment management services. These are therefore amortised in line with the provision of the
services to which the contract relates.
5(g): Investment contract liabilities
The Group’s investment contracts are unit-linked contracts. At inception, investment contract liabilities
for unit-linked business are classified as financial liabilities and measured at FVTPL. For these contracts,
the fair value liability is equal to the total value of units allocated to the policyholders, based on the bid
price of the underlying assets in the fund. The FVTPL classification reflects the fact that the matching
investment portfolio that backs the unit-linked liabilities, is managed, and its performance evaluated,
on a fair value basis.
Contributions received on investment contracts are treated as policyholder deposits and credited
directly to investment contract liabilities, as opposed to being reported as revenue. Withdrawals paid
out to policyholders on investment contracts are treated as a reduction to policyholder deposits,
reducing the investment contract liabilities, as opposed to being recognised as expenses. This practice
is known as deposit accounting.
5: Material accounting policies continued
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5(h): Financial instruments (other than derivatives)
Financial instruments cover a wide range of financial assets, including financial investments, trade
receivables and cash and cash equivalents and financial liabilities, including investment contract
liabilities, trade payables, and borrowings. Derivatives, which are also financial instruments, are covered
by accounting policy note 5(j). Financial assets and financial liabilities are recognised in the Group’s
statement of financial position when the Group becomes party to the contractual provisions of the
instrument. The Group derecognises a financial asset when the contractual rights to receive cash flows
have expired or been forfeited by the Group. A financial liability is derecognised when the liability is
extinguished.
The Group assesses the objective of a business model in which an asset is held at a portfolio level
because this best represents the way the business is managed and information is reported to
management. The assessment considers the stated portfolio policies and objectives. The Group
determines its strategy in holding the financial asset, particularly considering whether the Group earns
contractual interest revenue, for example to match the duration of financial assets to the duration of
liabilities that are funding those assets or to realise cash flows through the sale of the assets. The
frequency, volume and timing of sales in prior periods may be reviewed, along with the reasons for such
sales and expectations about future sales activity. These factors enable management to determine
which financial assets should be measured at FVTPL.
Initial measurement
A financial asset (unless it is a trade receivable without a significant financing component that is initially
measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL,
transaction costs that are directly attributable to its acquisition.
Subsequent measurement
The classification of financial assets depends on (i) the purpose for which they were acquired, (ii) the
business model in which the financial asset is managed, and (iii) its contractual cash flow characteristics.
Two categories are applicable to the Group’s financial assets: FVTPL and amortised cost. This
classification determines the subsequent measurement basis. The following accounting policies apply
to the subsequent measurement of financial assets.
Measurement basis
Accounting policies
FVTPL
These financial assets are subsequently measured at fair value. Net gains
Amortised cost
These financial assets are subsequently measured at amortised cost
Amortised cost
A financial asset is measured at amortised cost if it meets both of the following conditions and unless
recognised as FVTPL on initial recognition applying the Fair Value Option (see below):
– the asset is held within a business model whose objective is to hold assets to collect contractual cash
flows; and
– the contractual terms of the financial asset give rise to cash flows that are solely payments of principal
and interest on the principal amount outstanding on specified dates.
For the purposes of this assessment, principal is defined as the fair value of the financial asset on initial
recognition. Interest is defined as consideration for the time value of money and for the credit risk
associated with the principal amount outstanding during a particular period of time and for other basic
lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.
All other financial assets that are not measured at amortised cost are classified and measured at FVTPL.
Financial investments
The Group’s interests in pooled investment funds, equity securities and debt securities are mandatorily
at FVTPL, as they are part of groups of financial assets which are managed and whose performance is
evaluated on a fair value basis. These investments are recognised at fair value initially and subsequently,
with changes in fair value recognised in investment return.
Fixed-term deposits with a maturity profile exceeding three months are categorised as financial
investments and are measured at amortised cost.
The Group recognises purchases and sales of financial investments on trade date, which is the date that
the Group commits to purchase or sell the assets. The costs associated with investment transactions
are included within expenses.
On initial recognition, the Group may irrevocably designate a financial asset at FVTPL that otherwise
meets the requirements to be measured at amortised cost, if doing so eliminates or significantly
reduces an accounting mismatch that would otherwise arise (the Fair Value Option).
Loans and advances
Loans are recognised when cash is advanced to borrowers. Loans to advisers are stated at amortised
cost using the effective interest rate method, except for loans at below-market interest rates which are
measured at fair value. Loans stated at amortised cost are subject to the impairment requirements
outlined below.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits, money market collective investment
funds and other short-term deposits with an original maturity of three months or less.
Cash and cash equivalents held within money market collective investment funds are classified as
FVTPL. All other cash and cash equivalents are classified as amortised cost which means they are
initially recognised at fair value and subsequently carried at amortised cost using the effective interest
method and are subject to the impairment requirements outlined below. The carrying amount of cash
and cash equivalents, other than money market collective investment funds which are measured at fair
value, approximates to their fair value.
5: Material accounting policies continued
Notes to the consolidated financial statements
For the year ended 31 December 2023
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Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into. At inception, investment contract liabilities for unit-linked business are
recognised as financial liabilities and measured at FVTPL. Other financial liabilities, including the Group’s
borrowings and trade payables, are measured at amortised cost using the effective interest method.
Investment contract liabilities are subsequently measured at fair value. Gains and losses are recognised
in profit or loss.
Trade payables and receivables
Trade payables and receivables are classified at amortised cost. Due to their short-term nature, their
carrying amount is considered to be the same as their fair value.
Impairment of financial assets
The expected loss accounting model for credit losses applies to financial assets measured at amortised
cost, but not to financial assets at FVTPL. Financial assets at amortised cost include trade receivables,
cash and cash equivalents (excluding money market collective investment funds which are measured
at fair value), fixed-term deposits and certain loans and advances.
Credit loss allowances are measured on each reporting date according to a three-stage expected credit
loss (“ECL”) impairment model:
Performing financial assets:
Stage 1
From initial recognition of a financial asset to the date on which an asset has experienced a significant
increase in credit risk relative to its initial recognition, a stage 1 loss allowance is recognised equal to the
credit losses expected to result from its default occurring over the earlier of the next 12 months or its
maturity date (“12-month ECL”).
Stage 2
Following a significant increase in credit risk relative to the initial recognition of the financial asset, a
stage 2 loss allowance is recognised equal to the credit losses expected from all possible default events
over the remaining lifetime of the asset (“Lifetime ECL”).
The assessment of whether there has been a significant increase in credit risk requires considerable
judgement, based on the lifetime probability of default.
Impaired financial assets:
Stage 3
When a financial asset is considered to be credit-impaired, the allowance for credit losses (“ACL”)
continues to represent lifetime expected credit losses. However, interest income is calculated based on
the amortised cost of the asset, net of the loss allowance, rather than its gross carrying amount.
Application of the impairment model
The Group applies the ECL model to all financial assets that are measured at amortised cost:
– Trade receivables, to which the simplified approach prescribed by IFRS 9 is applied. This approach
requires the recognition of a Lifetime ECL allowance on day one and thereafter.
– Loans, cash and cash equivalents, and fixed-term deposits at amortised cost, to which the general
three-stage model (described above) is applied, whereby a 12-month ECL is recognised initially and
the balance is monitored for significant increases in credit risk which would trigger the recognition
of a Lifetime ECL allowance.
ECLs are a probability-weighted estimate of credit losses. ECLs for financial assets that are not credit-
impaired at the reporting date are measured as the present value of all cash shortfalls (i.e. the difference
between the cash flows due in accordance with the contract and the cash flows that the Group expects
to receive). ECLs for financial assets that are credit-impaired at the reporting date are measured as the
difference between the gross carrying amount and the present value of estimated future cash flows.
ECLs are discounted at the effective interest rate of the financial asset. The maximum period considered
when estimating ECLs is the maximum contractual period over which the Group is exposed to credit
risk.
The measurement of ECLs considers information about past events and current conditions, as well as
supportable information about future events and economic conditions. The Group has implemented its
impairment methodology for estimating the credit loss, taking into account forward-looking information
in determining the appropriate level of allowance. In addition, it has identified indicators and set up
procedures for monitoring for significant increases in credit risk.
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortised cost are
credit-impaired. A financial asset is credit-impaired when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial
asset is credit-impaired includes events such as significant financial difficulty of the borrower or issuer,
a breach of contract such as a default or past due event or the restructuring of a loan or advance by the
Group on terms that the Group would not otherwise consider. The assumption that the credit risk for
balances over 30 days significantly increases has been rebutted on the basis that some balances will
exceed 30 days in the normal course of the settlement cycle, and therefore, there is no increase in the
credit risk.
Presentation of impairment
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying
amount of the assets.
Write-offs
Loans and debt securities are written off (either partially or in full) when there is no realistic prospect
of the amount being recovered. This is generally the case when the Group concludes that the borrower
does not have assets or sources of income that could generate sufficient cash flows to repay the
amounts subject to the write-off.
5: Material accounting policies continued
5(h): Financial instruments (other than derivatives) continued
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5(i): Contract assets
Contract assets are not classified as financial assets. Due to their short-term nature, their carrying
amount is considered to be the same as their fair value.
The expected loss accounting model for credit losses applies to contract assets. The Group applies
the ECL model to contract assets, which are measured at amortised cost. The simplified approach
prescribed by IFRS 9 is applied to contract assets. This approach requires the recognition of a Lifetime
ECL allowance on day one and thereafter.
5(j): Derivatives
The only derivatives recognised in the Group’s statement of financial position arise as a result of the
consolidation of funds (described in note 5(a)). Management determines the classification of derivatives
at initial recognition and classifies derivatives as mandatorily at FVTPL. All derivatives are carried as
assets when their fair value is positive and as liabilities when their fair value is negative.
5(k): Employee benefits
Pension obligations
The Group operates two types of pension plans which have been established for eligible employees
of the Group:
– Defined contribution schemes where the Group makes contributions to members’ pension plans but
has no further payment obligations once the contributions have been paid.
– Defined benefit plans which provide pension payments upon retirement to members as defined by the
plan rules. The Group has funded these liabilities by ring-fencing assets in trustee-administered funds.
Defined contribution pension obligations
Under a defined contribution plan, the Group’s legal or constructive obligation is limited to the amount
it agrees to contribute to a pension fund and there is no obligation to pay further contributions if the
fund does not hold sufficient assets to pay benefits. Contributions in respect of defined contribution
schemes for current service are expensed as staff costs and other employee-related costs when
incurred .
Defined benefit pension obligations
A defined benefit pension plan typically defines the amount of pension benefit that an employee will
receive on retirement. For these plans, the Group’s defined benefit obligation is calculated by
independent actuaries using the projected unit credit method, which measures the pension obligation
as the present value of estimated future cash outflows. The discount rate used is determined based on
the yields for investment grade corporate bonds that have maturity dates approximating to the terms
of the Group’s obligations. Plan assets are measured at their fair value at the reporting date. The net
surplus or deficit of the defined benefit plan is recognised as an asset or liability and represents the
present value of the defined benefit obligation at the end of the reporting period less the fair value of
the plan assets.
An asset is recognised only where there is an unconditional right to future benefits. The current and
past service cost curtailments and settlements are charged to other expenses.
Remeasurements which comprise gains and losses as a result of experience adjustments and changes
in actuarial assumptions, the actual return on plan assets (excluding interest) and the effect of the asset
ceiling are recognised immediately in other comprehensive income in the period in which they occur.
Remeasurements are not reclassified to profit or loss in subsequent periods. Administration costs
(other than the costs of managing plan assets) are recognised as an expense when the service is
provided.
When the benefits of a plan are changed, or when a plan is curtailed, the portion of the changed benefit
related to past service by employees, or the gain or loss on curtailment, is recognised immediately in
profit or loss when the plan amendment or curtailment occurs.
Employee share-based payments
The Group operates a number of share incentive plans for its employees. These involve an award of
shares or options in the Group (equity-settled share-based payments). The Group has not granted
awards under cash-settled plans in the current or prior year.
The Group’s incentive plans have conditions attached before the employee becomes entitled to the
award. These can be performance and/or service conditions (vesting conditions) or conditions that are
often wholly within the control of the employee, for example where the employee has to provide funding
during the vesting period, which is then used to exercise share options (non-vesting condition).
Performance conditions may be market-based or non-market-based. Market-based performance
conditions are those related to an entity’s equity, such as achieving a specified share price or target
based on a comparison of the entity’s share price with an index of share prices. Non-market
performance conditions are those related to an entity’s profit or revenue targets, an example of which
would be Earnings per Share (“EPS”). Market-based performance conditions and non-vesting conditions
are taken into account when estimating the fair value of the share or option awards at the measurement
date. The fair value of the share awards or options is not adjusted to take into account non-market
performance features. These are taken into consideration by adjusting the number of equity
instruments in the share-based payment measurement and this adjustment is made each period until
the equity instruments vest.
The fair value of share-based payment awards granted is recognised as an expense over the vesting
period which accords with the period for which related services are provided by the employee.
A corresponding increase in equity is recognised for equity-settled plans.
For equity-settled plans, the fair value is determined at grant date and not subsequently remeasured.
At each period end, the Group reassesses the number of equity instruments expected to vest and
recognises any difference between the revised and original estimate in profit or loss with a
corresponding adjustment to the share-based payments reserve in equity.
At the time the equity instruments vest, the amount recognised in the share-based payments reserve
in respect of those equity instruments is transferred to retained earnings.
5: Material accounting policies continued
Notes to the consolidated financial statements
For the year ended 31 December 2023
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5(l): Tax
Current tax
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or
substantively enacted at the reporting date and any adjustment to income tax payable in respect of
previous years. In the UK, a change in tax law is substantively enacted when it has been accepted by the
House of Commons. Current tax is charged or credited to profit or loss, except when it relates to items
recognised directly in equity or in other comprehensive income.
Deferred tax
Deferred tax represents the tax on profits or losses which are required by law to be taxed in a different
year to the year in which they impact the financial statements.
Deferred tax is calculated according to the statement of financial position method, based on temporary
differences between the tax base of assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred tax is calculated at the tax rates that are expected to apply in the period
when the liability is settled or the asset is realised.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences can be utilised.
Deferred tax is charged or credited to profit or loss, except when it relates to items recognised directly
in equity or in other comprehensive income. In certain circumstances, as permitted by accounting
standards, deferred tax balances are not recognised. In particular, where the liability relates to the initial
recognition of goodwill, or transactions that are not a business combination and at the time of their
occurrence affect neither accounting nor taxable profit. Note 30 includes further detail of circumstances
in which the Group does not recognise temporary differences.
Policyholder tax
Certain products are subject to tax on the policyholder investment returns. This ‘policyholder tax’ is an
element of the Group’s total tax expense. To make the tax expense more meaningful, tax attributable
to policyholder returns and tax attributable to shareholder returns are shown separately.
The tax attributable to policyholder returns is the amount payable in the year plus the movement
of amounts expected to be payable in future years. The remainder of the tax expense is attributed
to shareholder returns.
5(m): Investments in subsidiaries
The Parent Company’s investments in subsidiary undertakings are initially stated at cost. Subsequently,
investments in subsidiary undertakings are stated at cost less any provision for impairment. An
investment in a subsidiary is deemed to be impaired when its carrying amount is greater than its
estimated recoverable amount, and there is evidence to suggest that the impairment occurred
subsequent to the initial recognition of the asset in the financial statements. All impairments are
recognised in the Parent Company profit or loss as they occur.
5(n): Goodwill and intangible assets
The recognition of goodwill arises on the acquisition of a business and represents the premium paid
over the fair value of the Group’s share of the identifiable assets and liabilities acquired at the date
of acquisition. Intangible assets include intangible assets initially recognised as part of a business
combination, purchased assets and internally generated assets, such as software development
costs related to amounts recognised for in-house systems development.
Goodwill and goodwill impairment
Goodwill arising on the Group’s investments in subsidiaries is shown as a separate asset, while that
on associates, where it arises, is included within the carrying value of those investments. Goodwill
is recognised as an asset at cost at the date when control is achieved (the acquisition date) and is
subsequently measured at cost less any accumulated impairment losses. Goodwill is not amortised
but is subject to annual impairment reviews.
Goodwill is allocated to one or more groups of cash-generating units (“CGUs”) expected to benefit from
the synergies of the combination, where the CGU represents the smallest identifiable group of assets
that generates cash inflows that are largely independent of the cash inflows from other assets or groups
of assets. Goodwill is reviewed for impairment at least annually as a matter of course even if there is
no indication of impairment, and whenever an event or change in circumstances occurs which indicates
a potential impairment. For impairment testing, the carrying value of goodwill is compared to the
recoverable amount. The recoverable amount is the higher of value-in-use and the fair value less costs
of disposal. Any impairment loss is recognised immediately in profit or loss and is not subsequently
reversed.
On disposal of an operation within a group of CGUs to which goodwill has been allocated, the goodwill
associated with that operation is included in the carrying amount of the operation when determining
the gain or loss on sale. It is measured based on the relative values of the operation disposed of and the
portion of the CGU retained.
5: Material accounting policies continued
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Intangible assets acquired as part of a business combination
Intangible assets acquired as part of a business combination are recognised where they are separately
identifiable and can be measured reliably. Acquired intangible assets consist primarily of contractual
relationships such as customer relationships and distribution channels. Such items are capitalised
at their fair value, represented by the estimated net present value of the future cash flows from the
relevant relationships acquired at the date of acquisition. Brands and similar items acquired as part
of a business combination are capitalised at their fair value based on a ‘relief from royalty’ valuation
methodology.
Subsequent to initial recognition, acquired intangible assets are measured at cost less amortisation and
any recognised impairment losses. Amortisation is recognised at rates calculated to write off the cost or
valuation less estimated residual value, using a straight-line method over their estimated useful lives as
set out below:
– Distribution channels 8 years
– Customer relationships 7–10 years
– Brands 5 years
The economic lives are determined by considering relevant factors such as usage of the asset, product
life cycles, potential obsolescence, competitive position and stability of the industry. The amortisation
period is re-evaluated at the end of each financial year.
Research, development and internally developed software
Costs incurred in the research phase are expensed, whereas costs incurred in the development phase
are capitalised, subject to meeting specific criteria, as set out in the relevant accounting standards and
guidance. In particular, for the costs to be capitalised, it is a requirement that future economic benefits
can be identified as resulting from the development expenditure.
There are a number of factors taken into account when considering whether internally developed
software meets the criteria to be recognised as an asset in the statement of financial position. For
example, where a third-party provider retains ownership of the software, no asset will be recognised
by the Group and the costs will be expensed as incurred.
Where it is capitalised, internally developed software is held at cost less accumulated amortisation and
impairment losses. Such software is recognised as an asset if, and only if, it is probable that the relevant
future economic benefits attributable to the software will flow to the Group and its cost can be
measured reliably.
Amortisation is recognised as an expense on a straight-line basis over the estimated useful lives of
the relevant software, which range between three and five years, depending on the nature and use
of the software.
Subsequent expenditure
Subsequent expenditure on intangible assets is capitalised only when it increases the future economic
benefits embodied in the specific asset to which it relates. All other expenditure is expensed as
incurred.
Impairment testing for intangible assets
For intangible assets with finite lives, impairment charges are recognised where evidence of impairment
is observed. Indicators of impairment can be based on external factors, such as significant adverse
changes to the asset as part of the overall business environment and internal factors, such as worse
than expected performance reflected in the Group’s three-year Business Plan. If an indication of
impairment exists, the recoverable amount of the asset is estimated in order to determine the extent
of the impairment loss (if any). The recoverable amount is calculated as the higher of fair value less costs
to sell and value in use. If the recoverable amount of an intangible asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment
loss is recognised as an expense immediately. Where an intangible asset is not yet available for use,
it is subject to an annual impairment test by comparing the carrying value with the recoverable amount.
The recoverable amount is estimated by considering the ability of the asset to generate sufficient future
economic benefits to recover the carrying value.
5(o): Property, plant and equipment
Aside from right-of-use assets, property, plant and equipment consist principally of computer
equipment and fixtures and fittings and are stated at cost less accumulated depreciation and any
recognised impairment losses. Cost includes the original purchase price of the asset and the costs of
bringing the asset to its working condition for its intended use. Depreciation is charged to profit or loss
on a straight-line basis to write down the cost of the asset to its residual value over its estimated useful
life. The following maximum useful lives are applied:
– Right-of-use assets length of the lease
– Plant and equipment 5–10 years
Leased plant and equipment are never depreciated over a period longer than the term of the lease.
Management determines useful lives and residual values for assets when they are acquired, based
on experience of similar assets and taking into account other relevant factors such as any expected
changes in technology. The Group assesses and, where appropriate, adjusts the useful life, residual
value and depreciation method for property plant and equipment on an annual basis.
Items of property, plant and equipment are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. For assessing impairment,
assets are grouped at the lowest level for which there are separately identifiable cash flows. Where
the carrying amount of an asset is greater than its estimated recoverable amount, which represents
the higher of the asset’s fair value less costs of disposal and value-in-use, it is written down immediately
to its recoverable amount and an impairment loss is recognised as an expense. Impaired non-financial
assets, except goodwill, are reviewed for possible reversal of the impairment at each reporting date.
On derecognition of an item of equipment, any gain or loss on disposal, determined as the difference
between the net disposal proceeds and the carrying amount of the asset, is included in profit or loss at
the date of the disposal. Items of property and equipment that are not owned by the Group but are held
under lease arrangements are accounted for in accordance with the accounting policy on leases.
5: Material accounting policies continued
5(n): Goodwill and intangible assets conti nued
Notes to the consolidated financial statements
For the year ended 31 December 2023
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5(p): Leases
The Group assesses whether a contract is or contains a lease at the inception of the contract. A contract
is or contains a lease if the contract conveys the right to control the use of an identified asset for a
period of time in exchange for consideration. To assess where a contract conveys the right to control the
use of an identified asset, the Group assesses whether:
– the contract involves the use of an identified asset which may be specified explicitly or implicitly and
should be physically distinct or represent substantially all of the capacity of a physically distinct asset.
If the supplier has a substantive substitution right, then the asset is not identified;
– the Group has the right to obtain substantially all of the economic benefits from the use of the asset
throughout the period of use; and
– the Group has the right to direct the use of the asset.
For lessee contracts, the right-of-use asset is initially measured at cost, which comprises the initial
amount of lease liability, adjusted for any lease payments made at or before the commencement date,
and any initial direct costs incurred. Adjustments are also made, where appropriate, to recognise
provisions for property restoration costs and lease incentives received such as rent-free periods.
The lease liability is initially measured at the present value of the lease payments that are unpaid at
the commencement date, discounted using the asset-specific incremental borrowing rates.
Subsequent to lease commencement, the Group measures the right-of-use asset using a cost model,
whereby the asset is held at cost less accumulated depreciation and any accumulated impairment.
Depreciation is recognised as an expense on a straight-line basis to write down the cost of the right-of-
use asset to its residual value over its estimated useful life which is dependent on the length of the
lease. In addition, the carrying amount of the right-of-use asset may be adjusted for certain
remeasurements of the lease liability. The lease liability is subsequently measured at amortised cost
using the effective interest method and also reflects any lease modifications or reassessments.
The Group presents its right-of-use assets within “Property, plant and equipment” and “Investment
property” and lease liabilities within “Borrowings and lease liabilities” in the statement of financial
position.
The Group currently has material lease commitments of varying durations for the rental of a number
of office buildings. The Group’s future lease cash outflows are not materially exposed to variable lease
payments, low value or short-term leases, residual value guarantees or restrictions imposed by a lease
contract or sale and leaseback transactions.
Subleases
Where the Group sublets a leased asset to a third party, it accounts for its interest in the sublease
separately from the head lease. In determining whether a sublease is a finance or operating lease,
the Group assesses whether the sublease has transferred substantially all the risk and rewards of the
right-of-use asset arising from the head lease to the sublessee.
Where the sublease does transfer substantially all the risk and rewards of the right-of-use asset to
the sublessee, the Group derecognises the right-of-use asset and a net investment in finance leases
is recognised. The net investment in finance lease is calculated as the present value of the future lease
payments receivable under the sublease. Any difference between the initial value of the net investment
in finance leases and the right-of-use asset derecognised is recognised immediately in profit or loss.
Interest is calculated on the net investment in finance lease using the incremental borrowing rate and
is recognised as finance income.
Where the sublease does not transfer substantially all the risk and rewards of the right-of-use asset to
the sublessee, the Group continues to recognise the right-of-use asset. The sublease is accounted for as
an operating lease with the lease payments received recognised as investment income. Lease incentives
granted are recognised as part of the rental income and are spread over the lease term.
The Group had one material sublease at 31 December 2023 (2022: none) detailed in note 16.
5(q): Assets and liabilities held for sale and discontinued operations
Assets (and disposal groups) are classified as held for sale if their carrying amount is expected to be
recovered by means of a sale rather than through continuing use. This condition is regarded as having
been met only when the sale is highly probable and the asset (or disposal group) is available for
immediate sale in its present condition. Management must be committed to the sale, which should
be expected to qualify for recognition as a completed sale within one year of the date of classification.
Assets and liabilities held for sale are presented separately in the statement of financial position.
Assets and liabilities (and disposal groups) classified as held for sale are measured at the lower of their
carrying amount and their fair value less costs to sell. No depreciation or amortisation is charged on
a non-current asset while classified as held for sale or while part of a disposal group classified as held
for sale.
The Group classifies areas of the business as discontinued operations where they have been disposed
of or are classified as held for sale at the year end, which either represent a separate major line of
business or geographical area or are part of a plan to dispose of one or are subsidiaries acquired
exclusively with a view to resale.
5: Material accounting policies continued
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Provisions are recognised when the Group has a present legal or constructive obligation as a result of
past events, it is more probable than not that an outflow of economic benefits will be required to settle
the obligation and a reliable estimate of the amount of the obligation can be made. Provisions are
measured at management’s best estimate of the expenditure required to settle the obligation at the
reporting date. Where the effect of the time value of money is material, provisions are discounted and
represent the present value of the expected expenditure. Provisions are not recognised for future
operating costs or losses. The Group recognises specific provisions where they arise for the situations
outlined below:
– Client compensation and related costs, when the Group compensates clients in the context of
providing fair customer outcomes.
– Onerous contracts, when the expected benefits to be derived by the Group from a contract are lower
than the unavoidable cost of meeting the obligations under the contract.
– Corporate restructuring, only if the Group has approved a detailed formal plan and raised a valid
expectation among those parties directly affected, that the plan will be carried out either by having
commenced implementation or by publicly announcing the plan’s main features. Such provisions
include the direct expenditure arising from the restructuring, such as employee termination payments
but not those costs associated with the ongoing activities of the Group.
– Legal uncertainties and the settlement of other claims.
– Clawback provisions in respect of potential refunds due to product providers in relation to indemnity
commission.
– Property provisions, where the Group has an obligation to restore a property to its original condition
at the end of the lease.
Contingent liabilities are possible obligations of the Group of which the timing and amount are subject
to significant uncertainty. Contingent liabilities are not recognised in the consolidated statement of
financial position, unless they are assumed by the Group as part of a business combination. They are,
however, disclosed, unless they are considered to be remote. If a contingent liability becomes probable
and the amount can be reliably measured it is no longer treated as contingent and it is recognised as a
liability.
Contingent assets, which are possible benefits to the Group, are only disclosed if it is probable that the
Group will receive the benefit. If such a benefit becomes virtually certain, it is no longer considered
contingent and is recognised in the consolidated statement of financial position as an asset.
5(s): Foreign currency translation
The Group’s presentation currency is pounds sterling. The functional currency of the Group’s foreign
operations is the currency of the primary economic environment in which these entities operate. The
Parent Company functional currency is pounds sterling. The results and cash flows of foreign entities
are translated into the Group’s presentation currency at average exchange rates for the year and their
statements of financial position are translated at the year-end exchange rates. Exchange rate
differences arising from the translation of the net investment in foreign subsidiaries are recognised in
other comprehensive income and taken to the currency translation reserve which forms part of other
reserves within equity. To the extent that these gains and losses are effectively hedged, the cumulative
effect of such gains and losses arising on the hedging instruments are also included in that component
of equity. On disposal of a foreign entity, exchange differences are transferred out of this reserve and
included within the gain or loss on sale in profit or loss.
Foreign currency transactions are converted into the relevant functional currency at the exchange rate
prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the relevant
functional currency at exchange rates prevailing at the reporting date. Non-monetary assets and
liabilities denominated in foreign currencies that are stated at fair value are translated into the functional
currency at the exchange rates prevailing at the dates the fair values were determined. Non-monetary
assets and liabilities denominated in foreign currencies that are stated at historical cost are converted
into the functional currency at the rate of exchange at the time of the initial recognition of the asset and
liability and are not subsequently retranslated.
Exchange gains and losses on the translation and settlement during the year of foreign currency assets
and liabilities are recognised in profit or loss. Exchange differences for non-monetary items are
recognised in other comprehensive income when the changes in the fair value of the non-monetary item
are recognised in other comprehensive income, and in profit or loss if the changes in fair value of the
non-monetary item are recognised in profit or loss.
5(t): Share capital
Equity instruments
Shares are classified as equity instruments when there is no contractual obligation to deliver cash or
other assets to another entity on terms that may be unfavourable. The value of the Company’s share
capital consists of the number of Ordinary Shares in issue multiplied by their nominal value. The
difference between the proceeds received on the issue of the shares and the nominal value of the
shares issued is recorded in share premium.
Share issue costs
Incremental external costs directly attributable to the issue of new shares are shown in equity as a
deduction, net of tax, from the proceeds of the issue and disclosed where material.
5: Material accounting policies continued
5(r): Provisions, contingent assets and contingent liabilities
Notes to the consolidated financial statements
For the year ended 31 December 2023
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Dividends
Dividends are distributions of profit to the Company’s shareholders and as a result are recognised as a
deduction in equity. Interim Dividends payable to shareholders are announced with the half-year results
and authorised by the Directors. The Final Dividend is announced with the Annual Report and typically
requires shareholder approval at the Annual General Meeting. For this reason, it is not included as a
liability in the annual financial statements for the year to which the Final Dividend relates.
Shares held by trusts
Shares in the Company that are held by the Employee Benefit Trust (“EBT”) are treated as “Own shares”.
The EBT acquires shares in the Company for delivery to employees under employee incentive plans.
Acquired shares are recognised as a deduction from equity at the price paid for them.
5(u): Earnings per share
Basic earnings per share are calculated by dividing the profit attributable to the Ordinary Shareholders
of the Company by the weighted average number of Ordinary Shares in issue during the year, excluding
Ordinary Shares held within employee benefit trusts (“EBTs”) and shares held in consolidated funds
(“Own shares”). Own shares are deducted for the purpose of calculating both basic and diluted EPS.
Diluted earnings per share recognises the dilutive impact of shares awarded and options granted to
employees under share-based payment arrangements, to the extent they have value, in the calculation
of the weighted average number of shares, as if the relevant shares were in issue for the full year, and
are calculated by increasing the weighted average number of Ordinary Shares outstanding to assume
conversion of all dilutive potential Ordinary Shares, notably those related to employee share schemes.
The Group is also required to calculate headline earnings per share (“HEPS”) in accordance with the
Johannesburg Stock Exchange (“JSE”) Listing Requirements, determined by reference to the South
African Institute of Chartered Accountants’ circular 1/2023 Headline Earnings. Disclosure of HEPS
is not a requirement of IFRS, but it is a commonly used measure of earnings in South Africa.
5(v): Investment property
Investment properties are valued under the cost model. Lease income from operating leases where
the Group is a lessor, is recognised in income on a straight-line basis over the sublease term.
6(a): Business disposals
There have been no material disposals of businesses during 2022 and 2023 and there were no profit
or loss impacts relating to past business disposals in either year.
The Group made the final payment of £4 million during 2023 in respect of the closure of the warranty
relating to the sale of the Single Strategy business. There were no inflows or outflows of cash relating
to discontinued operations during 2022 or 2023.
6(b): Business acquisitions
There have been no acquisitions of businesses during 2022 and 2023. A final amount of contingent
consideration of £5 million was paid in 2022 in respect of acquisitions prior to 2022. No payments were
required in 2023.
Contingent consideration represented the Group’s best estimate of the amount payable in relation to
each acquisition discounted to net present value. The basis used for each acquisition varied but included
payments based on a percentage of the level of assets under administration, funds under management
and levels of ongoing fee income at future dates.
6(c): Assets held for sale
Assets classified as held for sale in 2022 related to a leasehold interest in an office property which was
vacant and was subsequently sold in April 2023.
6: Business combinations
5: Material accounting policies continued
5(t): Share capital continued
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7: Alternative performance measures
7(a): Adjusted profit before tax and reconciliation to profit after tax
Basis of preparation of adjusted profit before tax
Adjusted profit before tax is one of the Group’s alternative performance measures (“APMs”) and
represents the Group’s IFRS profit, adjusted for specific items that management considers to be outside
of the Group’s normal operations or one-off in nature, as detailed in note 7(b). Adjusted profit before tax
does not provide a complete picture of the Group’s financial performance, which is disclosed in the
statement of comprehensive income, but is instead intended to provide additional comparability and
understanding of the financial results.
Affluent
124
105
High Net Worth
41
45
Head Office
2
(16)
Adjusted profit before tax
8(b)
167
134
Impact of acquisition and disposal-related accounting
7(b)(i)
(39)
(42)
Business transformation costs
7(b)(ii)
(28)
(30)
Finance costs
7(b)(iii)
(19)
(10)
Customer remediation
7(b)(iv)
(6)
12
Voluntary customer repayments
7(b)(v)
–
(6)
Exchange rate movement (ZAR/GBP)
7(b)(vi)
(2)
4
Policyholder tax adjustments
7(b)(vii)
(62)
138
Other adjusting items
7(b)(viii)
1
(1)
Total adjusting items before tax
(155)
65
Profit before tax attributable to shareholder returns
12
199
Tax attributable to policyholder returns
11
76
(134)
Income tax (expense)/credit
11
(46)
110
IFRS profit after tax
42
175
7(b): Adjusting items
In determining adjusted profit before tax, the Group’s IFRS profit before tax is adjusted for specific items
that management considers to be outside of the Group’s normal operations or one-off in nature. These
are detailed below.
7(b)(i): Impact of acquisition and disposal-related accounting
The Group excludes any impairment of goodwill from adjusted profit as well as the amortisation and
impairment of acquired intangible assets, any acquisition costs, finance costs related to the discounting
of contingent consideration and incidental items relating to past disposals.
The effect of these adjustments to determine adjusted profit are summarised below.
Amortisation of acquired intangible assets
38
42
1
–
Total impact of acquisition and disposal-related accounting
39
42
1
1
The impairment of acquired intangible assets results from the impairment of specific client books held within the Affluent operating
segment as the Group can no longer support the carrying value.
7(b)(ii): Business transformation costs
In 2023, business transformation costs totalled £28 million (2022: £30 million), the principal components
of which are described below:
Business Simplification costs – 2023: £25 million, 2022: £17 million
The Business Simplification programme announced in November 2021, set the target of £45 million
of annualised run-rate cost savings by the end of 2024. This target was achieved one year early. As
announced at the half-year results in 2023, the Group expects to achieve a further £50 million of
annualised run-rate savings by the end of 2025. Approximately £8 million of these additional savings
have been achieved during 2023 on a run-rate basis.
As at 31 December 2023, the Simplification programme delivered £53 million of annualised run-rate
savings. An incremental £30 million of annualised run-rate savings were achieved during 2023 largely
through the continued rationalisation of the Group’s technology and property estates together with
a reduction in support costs as we simplify the Group’s structures and organisation to support the
two business segments, Affluent and High Net Worth. During 2023, the Group spent £25 million
(2022: £17 million) on Simplification initiatives. Further implementation costs to deliver the remaining
annualised run-rate savings are estimated to be £78 million.
Notes to the consolidated financial statements
For the year ended 31 December 2023
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7(b): Adjusting items continued
Investment in business costs – 2023: £1 million, 2022: £4 million
Investment in business costs of £1 million were incurred in 2023 as the Group continues to enable
and support advisers and clients and improve productivity through better utilisation of technology.
Business separation costs following the sale of Quilter International – 2023: £2 million, 2022: £nil
The Group sold Quilter International to Utmost Group in 2021 and entered into a Transitional Service
Agreement with the acquirer. The cost to the Group of running the Transitional Service Agreement was
£2 million in 2023.
Optimisation programme costs – 2023: £nil, 2022: £6 million
The Optimisation programme commenced in 2018 to provide closer business integration, create central
support, rationalise technology and reduce third-party spend. The programme has now achieved its
target of delivering annualised run-rate cost savings of £65 million with total implementation costs since
inception of £87 million. This programme concluded in 2022 and no costs were incurred in 2023.
Restructuring costs following the sale of Quilter Life Assurance – 2023: £nil, 2022: £3 million
The Transitional Service Agreement following the sale of Quilter Life Assurance in 2019 has now
concluded. No restructuring costs relating to this sale were incurred in 2023.
7(b)(iii): Finance costs
The nature of much of the Group’s operations means that, for management’s decision-making and
internal performance management, the effects of interest costs on external borrowings are removed
when calculating adjusted profit. For 2023, finance costs were £19 million (2022: £10 million).
7(b)(iv): Customer remediation
Lighthouse pension transfer advice provision – 2023: £6 million cost, 2022: £12 million net income
The provision for the redress of British Steel Pension Scheme cases and other defined benefit (“DB”) to
defined contribution (“DC”) pension transfer advice cases, excluding the impact of payments made, has
increased by £2 million in the year, which has been recognised as an increase in expenses (2022: £4
million credit). This increase reflects the impact of the review for suitability of additional cases by an
independent expert as part of the Group-led past business review of DB to DC pension transfer advice
and the anticipated number of cases where customer redress is required. During the year, £4 million of
additional legal, consulting, and other costs were incurred (2022: £4 million). These items have been
excluded from adjusted profit on the basis that the advice activities, to which the charge and benefit
relate, took place prior to the Group’s acquisition of the business. In 2022, insurance proceeds in relation
to claims in respect of legal liabilities arising in connection with Lighthouse’s DB to DC pension transfer
advice cases were received, contributing £12 million to the Group’s profit before tax. Further details of
the provision are provided in note 29.
7(b)(v): Voluntary customer repayments
In 2023, these costs were £nil (2022: £6 million) and relate to a change in business policy during H2 2022.
The voluntary repayments represent amounts to be paid to customers relating to revenue previously
recognised in respect of Final Plan Closure receipts.
7(b)(vi): Exchange rate movements (ZAR/GBP)
In 2023, an expense of £2 million was incurred (2022: £4 million income) due to foreign exchange
movements on cash held in South African Rand in preparation for payments to shareholders. In 2022,
these payments related to the capital return and Final Dividend paid in May 2022. In 2023, these
payments related to the dividends paid in May and September 2023. Cash was converted to South
African Rand upon announcement of the details of the capital return and dividend payments to provide
an economic hedge for the Group. The foreign exchange movements are fully offset by an equal amount
taken directly to retained earnings.
7(b)(vii): Policyholder tax adjustments
In 2023, the total amount of policyholder tax adjustments to adjusted profit is £62 million credit (2022:
£138 million charge). Adjustments to policyholder tax are made to remove distortions arising from
market volatility that can, in turn, lead to volatility in the policyholder tax adjustments between periods.
The recognition of the income received from policyholders (which is included within the Group’s income)
to fund the policyholder tax liability can vary in timing to the recognition of the corresponding tax
expense, creating volatility in the Group’s IFRS profit or loss before tax. Note 11 provides further
information on the impact of markets on the policyholder tax adjustment. Adjustments are also made
to remove policyholder tax distortions from other non-operating adjusting items.
7(b)(viii): Other adjusting items
In 2023, income of £1 million was received (2022: £1 million cost) in relation to the settlement offer
received for the indemnification asset that was impaired in 2022.
7(c): Reconciliation of IFRS income and expenses to “Total net revenue” and “Operating
expenses” within adjusted profit
This reconciliation shows how each line of the Group’s IFRS income and expenses are allocated to
the Group’s APMs: Net management fees, Other revenue, Investment revenue, Total net revenue and
Operating expenses, which are all defined on pages 174 and 175, and form the Group’s adjusted profit
before tax. The total column in the table below, down to “Profit before tax attributable to shareholder
returns”, reconciles to each line of the consolidated statement of comprehensive income. Allocations are
determined by management and aim to show the Group’s sources of profit (net of relevant directly
attributable expenses). These allocations remain consistent from period to period to ensure
comparability, unless otherwise stated.
7: Alternative performance measures continued
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Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
7(c): Reconciliation of IFRS income and expenses to “Total net revenue” and “Operating expenses” within adjusted profit continued
1 1 1 1 1
Fee income and other income from service activities
527
86
–
613
–
613
(71)
542
48
3,285
68
3,401
–
3,401
674
4,075
Other income
–
–
–
–
9
9
–
9
Total income
575
3,371
68
4,014
9
4,023
603
4,626
(25)
(3,282)
(6)
(3,313)
–
(3,313)
–
(3,313)
Fee and commission expenses, and other acquisition costs
(46)
–
–
(46)
–
(46)
(3)
(49)
Change in third-party interests in consolidated funds
–
–
–
–
–
–
(579)
(579)
Other operating and administrative expenses
(13)
(5)
–
(18)
(536)
(554)
(21)
(575)
Finance costs
–
–
–
–
(22)
(22)
–
(22)
Total expenses
(84)
(3,287)
(6)
(3,377)
(558)
(3,935)
(603)
(4,538)
Tax expense attributable to policyholder returns
(76)
–
–
(76)
–
(76)
–
(76)
Profit before tax attributable to shareholder returns
415
84
62
561
(549)
12
–
12
Impact of acquisition and disposal-related accounting
–
–
–
–
39
39
Business transformation costs
–
–
–
–
28
28
Finance costs
–
–
–
–
19
19
Customer remediation
–
–
–
–
6
6
Exchange rate movements (ZAR/GBP)
–
2
–
2
–
2
Policyholder tax adjustments
62
–
–
62
–
62
Other adjusting items
–
–
–
–
(1)
(1)
Adjusting items
62
2
–
64
91
155
Adjusted profit before tax
477
86
62
625
(458)
167
2
3
3
1
The APMs “Net management fees”, “Other revenue”, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review. In the financial statements for 2022, interest income on shareholder cash and cash equivalents and
interest income on customer cash and cash equivalents was previously presented within “Other revenue”. For 2023, in order to provide additional information to the users of the Group’s financial reporting, interest income on shareholder cash and cash equivalents has
been presented separately as Investment revenue and interest income on customer cash and cash equivalents has been presented within Net management fees. Disclosures for the prior year have been re-presented to ensure comparability.
2
Consolidation of funds shows the grossing up impact to the Group’s profit or loss as a result of the consolidation of funds requirements, as described within note 5(a). This grossing up is excluded from the Group’s adjusted profit.
3
Reported within net management fees, investment return of £48 million represents £30 million interest income on investments held for the benefit of policyholders and £18 million net interest income on client money balances. Change in investment contract liabilities
of £25 million represents the amount of interest income paid to policyholders. The net balance of £23 million of interest income on customer balances was retained by the Group for 2023. The £68 million investment return less £6 million change in investment contract
liabilities paid to customers on transactional cash balances, as reported within investment revenue, represents £62 million of net interest income on shareholder cash and cash equivalents .
7: Alternative performance measures continued
122
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7(c): Reconciliation of IFRS income and expenses to “Total net revenue” and “Operating expenses” within adjusted profit continued
1
1
1
1
1
Fee income and other income from service activities
548
95
–
643
–
643
(62)
581
12
(4,320)
16
(4,292)
–
(4,292)
(357)
(4,649)
Other income
–
5
–
5
21
26
2
28
Total income
560
(4,220)
16
(3,644)
21
(3,623)
(417)
(4,040)
(5)
4,323
–
4,318
–
4,318
–
4,318
Fee and commission expenses, and other acquisition costs
(46)
1
–
(45)
–
(45)
(9)
(54)
Change in third-party interests in consolidated funds
–
–
–
–
–
–
438
438
Other operating and administrative expenses
(15)
–
–
(15)
(557)
(572)
(12)
(584)
Finance costs
–
–
–
–
(13)
(13)
–
(13)
Total expenses
(66)
4,324
–
4,258
(570)
3,688
417
4,105
Tax credit attributable to policyholder returns
134
–
–
134
–
134
–
134
Profit before tax attributable to shareholder returns
628
104
16
748
(549)
199
–
199
Impact of acquisition and disposal-related accounting
–
–
–
–
42
42
Business transformation costs
–
–
–
–
30
30
Finance costs
–
–
–
–
10
10
Customer remediation
–
–
–
–
(12)
(12)
Voluntary customer repayments
–
–
–
–
6
6
Exchange rate movements (ZAR/GBP)
–
(4)
–
(4)
–
(4)
Policyholder tax adjustments
(138)
–
–
(138)
–
(138)
Other adjusting items
–
–
–
–
1
1
Adjusting items
(138)
(4)
–
(142)
77
(65)
Adjusted profit before tax
490
100
16
606
(472)
134
2
3
3
1
The APMs “Net management fees”, “Other revenue”, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review. In the 2022 financial statements, interest income on shareholder cash and cash equivalents and
interest income on customer cash and cash equivalents was previously presented within “Other revenue”. For 2023, to provide additional information to the users of the Group’s financial reporting, interest income on shareholder cash and cash equivalents has been
presented separately as Investment revenue and interest income on customer cash and cash equivalents has been presented within Net management fees. Disclosures for the prior year have been re-presented to ensure comparability.
2
Consolidation of funds shows the grossing up impact to the Group’s profit or loss as a result of the consolidation of funds requirements, as described within note 5(a). This grossing up is excluded from the Group’s adjusted profit.
3
Reported within net management fees, investment return of £12 million represents £5 million interest income on investments held for the benefit of policyholders and £7 million net interest income on client money balances. Change in investment contract liabilities
of £5 million represents the amount of interest income paid to policyholders. The net balance of £7 million of interest income on customer balances was retained by the Group for 2022. The £16 million investment return, as reported within investment revenue, relates
to interest income on shareholder cash and cash equivalents.
7: Alternative performance measures continued
123
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Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
8: Segment information
8(a): Segment presentation
The Group’s operating segments comprise High Net Worth and Affluent, which is consistent with the
manner in which the Group is structured and managed. For 2022 and 2023, these segments have been
classified as continuing operations. Head Office includes certain revenues and central costs that are not
allocated to the segments.
Adjusted profit before tax is an APM reported to the Group’s management and Board. Management
and the Board use additional performance indicators to assess the performance of each of the
segments, including net client cash flows, assets under management and administration, total net
revenue and operating margin.
Consistent with internal reporting, income and expenses that are not directly attributable to a particular
segment are allocated between segments where appropriate. The Group accounts for inter-segment
income and transfers as if the transactions were with third parties at current market prices.
The segment information in this note reflects the adjusted and IFRS profit measures for each operating
segment as provided to management and the Board. Income is analysed in further detail for each
operating segment in note 8(b).
High Net Worth
This segment comprises Quilter Cheviot and Quilter Cheviot Financial Planning.
Quilter Cheviot provides discretionary investment management predominantly in the United Kingdom
with bespoke investment portfolios tailored to the individual needs of high net worth clients, charities,
companies and institutions through a network of branches in London and the regions. Investment
management services are also provided by operations in the Channel Islands and Ireland.
Quilter Cheviot Financial Planning provides financial advice for protection, mortgages, savings,
investments and pensions predominantly to high net worth clients.
Affluent
This segment is comprised of Quilter Investment Platform, Quilter Investors and Quilter Financial
Planning.
Quilter Investment Platform is a leading investment platform provider of advice-based wealth
management products and services in the UK, which serves a largely Affluent client base through
advised multi-channel distribution.
Quilter Investors is a leading provider of investment solutions in the UK multi-asset market. It develops
and manages investment solutions in the form of funds for the Group and third-party clients. It has
several fund ranges which vary in breadth of underlying asset class.
Quilter Financial Planning is a restricted and independent financial adviser network providing mortgage
and financial planning advice and financial solutions for both individuals and businesses through a
network of intermediaries. It operates across all markets, from wealth management and retirement
planning advice through to dealing with property wealth and personal and business protection needs.
Head Office
In addition to the Group’s two operating segments, Head Office comprises the investment return on
centrally held assets, central support function expenses, central core structural borrowings and certain
tax balances.
124
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8(b): Adjusted profit statement – segment information for the year ended 31 December 2023
The table below presents the Group’s operations split by operating segment, reconciling IFRS profit (or loss) to adjusted profit before tax. The Total column reconciles to the consolidated statement of
comprehensive income.
Premium-based fees
66
20
–
–
86
Fund-based fees
336
172
–
(71)
437
Fixed fees
1
–
–
–
1
Other fee and commission income
18
–
–
–
18
Fee income and other income from service activities
421
192
–
(71)
542
3,361
19
28
667
4,075
Other income
88
1
–
(80)
9
Segment income
3,870
212
28
516
4,626
(3,313)
–
–
–
(3,313)
Fee and commission expenses, and other acquisition costs
(47)
–
–
(2)
(49)
Change in third-party interests in consolidated funds
–
–
–
(579)
(579)
Other operating and administrative expenses
(387)
(205)
(41)
58
(575)
Finance costs
(3)
–
(26)
7
(22)
Segment expenses
(3,750)
(205)
(67)
(516)
(4,538)
Profit/(loss) before tax
120
7
(39)
–
88
Tax expense attributable to policyholder returns
(76)
–
–
–
(76)
Profit/(loss) before tax attributable to shareholder returns
44
7
(39)
–
12
7(b)(i)
7
32
–
–
39
7(b)(ii)
5
3
20
–
28
7(b)(iii)
–
–
19
–
19
7(b)(iv)
6
–
–
–
6
7(b)(vi)
–
–
2
–
2
7(b)(vii)
62
–
–
–
62
7(b)(viii)
–
(1)
–
–
(1)
Adjusting items before tax
80
34
41
–
155
Adjusted profit before tax
124
41
2
–
167
1
2
2
1
Consolidation adjustments comprise the elimination of inter-segment transactions and the consolidation of investment funds.
2
Investment return and change in investment contract liabilities includes net £23 million of interest income on customer cash and cash equivalents retained by the Group. Investment return total also includes £62 million of interest income on shareholder cash and cash
equivalents .
8: Segment information continued
125
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Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
8(c): Adjusted profit statement – segment information for the year ended 31 December 2022
Premium-based fees
75
21
–
–
96
Fund-based fees
356
181
–
(62)
475
Fixed fees
2
–
–
–
2
Other fee and commission income
8
–
–
–
8
Fee income and other income from service activities
441
202
–
(62)
581
(4,307)
9
8
(359)
(4,649)
Other income
112
3
5
(92)
28
Segment income
(3,754)
214
13
(513)
(4,040)
4,318
–
–
–
4,318
Fee and commission expenses, and other acquisition costs
(46)
–
–
(8)
(54)
Change in third-party interests in consolidated funds
–
–
–
438
438
Other operating and administrative expenses
(410)
(202)
(53)
81
(584)
Finance costs
(3)
–
(12)
2
(13)
Segment expenses
3,859
(202)
(65)
513
4,105
Profit/(loss) before tax
105
12
(52)
–
65
Tax credit attributable to policyholder returns
134
–
–
–
134
Profit/(loss) before tax attributable to shareholder returns
239
12
(52)
–
199
7(b)(i)
10
32
–
–
42
7(b)(ii)
–
–
30
–
30
7(b)(iii)
–
–
10
–
10
7(b)(iv)
(12)
–
–
–
(12)
7(b)(v)
6
–
–
–
6
7(b)(vi)
–
–
(4)
–
(4)
7(b)(vii)
(138)
–
–
–
(138)
7(b)(viii)
–
1
–
–
1
Adjusting items before tax
(134)
33
36
–
(65)
Adjusted profit/(loss) before tax
105
45
(16)
–
134
1
2
2
1
Consolidation adjustments comprise the elimination of inter-segment transactions and the consolidation of investment funds.
2
Investment return and change in investment contract liabilities includes net £7 million interest income on customer cash and cash equivalents retained by the Group. Investment return total also includes £16 million interest income on shareholder cash and cash equivalents .
8: Segment information continued
126
Quilter plc Annual Report 2023

9: Investment return
This note analyses the investment return from the Group’s investing activities.
Loans and advances
1
3
1
130
69
86
24
Total interest and similar income
219
94
Dividend income
271
217
Rental income from investment property
1
–
Foreign currency gains
–
1
Total gains/(losses) on financial instruments mandatorily recognised at fair value
through profit or loss
3,584
(4,961)
Total net investment return
4,075
(4,649)
1
2
1
Interest and similar income on loans and advances were presented within Investments and securities in the Group’s 2022 financial
statements.
2
Further information on interest income is contained in the footnote in note 8.
10: Expenses
This note provides further information on the Group’s expenses.
10(a): Fee and commission expenses, and other acquisition costs
The table below analyses the fee and commission expenses and other acquisition costs.
Fee and commission expense
3
9
Renewal commission – investment contracts
31
29
Rebates paid
15
17
Other acquisition costs
–
(1)
Total fee and commission expenses, and other acquisition costs
49
54
10(b): Other operating and administrative expenses
The table below provides further information on other operating and administrative expenses.
Staff costs
10(c)(i)
295
297
15
7
9
15
5
6
15
–
3
15
–
4
14(a)
2
2
14(a)
38
42
14(a)
1
–
Administration and other expenses
227
221
Total other operating and administrative expenses
575
584
Administration and other expenses include project costs as well as general operating expenses
including regulatory fees and levies, professional and consultancy fees, marketing, premises and
IT-related costs.
10(c): Staff costs and other employee-related costs
10(c)(i): Staff costs
Salaries
174
171
Bonus and incentive remuneration
48
45
Social security costs
28
28
Retirement obligations – defined contribution plans
18
18
27(e)
18
24
Other
9
11
Total staff costs
295
297
127
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Notes to the consolidated financial statements
For the year ended 31 December 2023
10(c): Staff costs and other employee-related costs continued
10(c)(ii): Employee numbers
Affluent
2,008
2,071
High Net Worth
920
914
Head Office
86
69
Total average number of employees during the year
3,014
3,054
10(d): Auditors’ remuneration
Included in other operating and administrative expenses are fees paid to the Group’s auditors. These
can be categorised as follows:
Year ended
Fees payable to the Group auditors and its associates for the audit of
Parent Company and Group consolidated financial statements
1.5
1.3
Audit of the financial statements of the Group subsidiaries
1.9
2.1
Audit-related assurance services
1.1
1.2
Fees for other assurance services
0.5
0.2
Total Group auditors’ remuneration
5.0
4.8
10(e): Finance costs
The table below analyses the interest costs on the Group’s borrowings and similar charges, all of which
are valued at amortised cost. Finance costs comprise:
Term loans and other external debt
1
1
Subordinated debt securities (Tier 2 bond)
18
9
Interest payable on borrowed funds
19
10
Interest expense on lease liabilities
3
3
Total finance costs
22
13
Finance costs represent the cost of interest and finance charges on the Group’s borrowings from a
number of relationship banks. More details regarding borrowed funds, including the interest rates
payable, are shown in note 31. These costs are excluded from adjusted profit within the Finance costs
adjusting item.
10: Expenses continued
128
Quilter plc Annual Report 2023

11: Tax
11(a): Tax charged/(credited)
United Kingdom
2
12
Overseas tax
–
1
Total current tax charge
2
13
Origination and reversal of temporary differences
52
(120)
Effect on deferred tax of changes in tax rates
(3)
(1)
Adjustments to deferred tax in respect of prior years
(5)
(2)
Total deferred tax charge/(credit)
44
(123)
Total tax charged/(credited)
46
(110)
Attributable to policyholder returns
76
(134)
Attributable to shareholder returns
(30)
24
Total tax charged/(credited)
46
(110)
Policyholder tax
Certain products are subject to tax on policyholders’ investment returns. This “policyholder tax” is an
element of total tax expense. To make the tax expense more meaningful, tax attributable to policyholder
returns and tax attributable to shareholder returns are shown separately in the consolidated statement
of comprehensive income.
The tax attributable to policyholder returns is the amount payable in the year plus the movement
of amounts expected to be payable in future periods. The remainder of the tax expense is attributed
to shareholders returns.
The Group’s income tax charge was £46 million in 2023, compared to an income tax credit of £110 million
for 2022. The income tax charge/credit can vary significantly year-on-year as a result of market volatility
and the impact this has on policyholder tax. The recognition of the income received from policyholders
to fund the policyholder tax liability (which is included within the Group’s income) can vary in timing to
the recognition of the corresponding policyholder tax expense, creating volatility in the Group’s IFRS
profit before tax. An adjustment is made to adjusted profit to remove these distortions, as explained
further in note 7(b)(vii).
Market movements during 2023 resulted in investment gains of £298 million on products subject to
policyholder tax. The gain is a component of the total “investment return” gain of £4,075 million shown
in the consolidated statement of comprehensive income. The tax impact of the £298 million investment
return gain is the primary reason for the £76 million tax charge attributable to policyholder returns
in 2023 (2022: £134 million credit).
UK Corporation Tax rate
The main rate of Corporation Tax increased from 1 April 2023 from 19% to 25%. The blended rate of
23.5% has been used in calculating current tax for 2023 and any deferred tax assets and liabilities have
been recognised at the new rate of 25%.
First time recognition of deferred tax asset on tax losses
Within the £44 million total deferred tax charge the Group has recognised a £30 million shareholder
deferred tax credit in respect of previously unrecognised losses. Further information around the
Group’s deferred tax recognition criteria is included in note 30.
Pillar II taxes
On 20 June 2023, the Finance (No. 2) Act 2023 was substantively enacted in the UK, introducing the Pillar
II minimum effective tax rate of 15%. The legislation implements a Multinational Top-up Tax (“MTT”) and
a Domestic Top-up Tax (“DTT”), effective for accounting periods starting on or after 31 December 2023.
As these rules were not in effect during 2023, there was no current tax impact for the year. The Group
has applied the exception under IAS 12.4A and accordingly will not recognise or disclose information
about deferred tax assets and liabilities related to Pillar II income taxes.
The Group expects to exceed the qualifying multinational group revenue threshold (€750m) in
accounting periods from 1 January 2024 and so expects to be within the scope of these new rules.
The Group continues to assess the full impact of the introduction of Pillar II taxes in the countries in
which it operates. In assessing the likely impact, the Group has assessed the potential outcomes based
on the latest tax authority guidance in each of the relevant countries and historical financial data for
entities in the Group. The position in respect of these rules in each of the Group’s main territories is
summarised below.
UK
The UK rules are complex and there remain areas of uncertainty in HMRC guidance, especially with
regards the tax treatment of the life business in Quilter Life & Pensions Limited. Management has
assessed the likely UK impact based on current guidance and historical data. Although the Group may
expect the UK Pillar II ETR to be close to 15% in the near term, there are scenarios where the rate may
fall below the minimum rate. The Group is therefore currently unable to estimate any future DTT charge
on its UK operations with any reasonable level of certainty.
The scope of the MTT means that a top-up tax charge may also arise in the UK on profits earned in
countries with lower tax rates in which the Group operates, subject to a local qualifying domestic
minimum tax. The Group’s main non-UK operations are in Jersey and Ireland. Ireland has enacted a
qualifying domestic minimum tax (see below), so no additional tax charge is expected to arise in the
UK on Irish operations. Jersey is expected to introduce a qualifying domestic minimum tax in 2025.
The Group’s effective tax rate in Jersey is expected to be around 10% and therefore a MTT liability in the
range of 0-5% of Jersey profits may arise in the UK during 2024. This is not expected to have a material
impact on the Group’s tax charge or credit.
129
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Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
11(a): Tax charged/(credited) cont inued
Jersey, Guernsey and the Isle of Man
The three Crown Dependencies issued a joint statement in May 2023 stating their intention to introduce
a domestic minimum tax in 2025. The Group does not therefore expect to pay additional local tax in
these countries during 2024. The Group will continue to monitor the developments in these countries.
Until such time as a qualifying domestic minimum tax is introduced, the Group expects to pay a MTT
in the UK in respect of any taxable profits arising in these countries (see above).
Ireland
Ireland has introduced a qualifying domestic minimum tax. This has been substantively enacted,
effective for accounting periods starting on or after 31 December 2023. The Group’s effective tax rate
in Ireland is expected to be around 12.5% and therefore an additional minimum tax charge in the range
of 0-2.5% is expected to apply to any taxable profits arising in Ireland in 2024. This is not expected to
have a material impact on the Group’s tax charge.
Other
The Group does not expect there to be any material Pillar II tax charge in any other countries in which
it is expected to have a presence during 2024.
11(b): Reconciliation of total income tax expense/(credit)
The income tax credited or charged to profit or loss differs from the amount that would apply if all of the
Group’s profits from all the countries in which the Group operates had been taxed at the UK standard
Corporation Tax rate. The difference in the effective rate is explained below:
Profit before tax
88
65
Tax at UK standard rate of 23.5% (2022: 19%)
21
12
Untaxed and low taxed income
(1)
(6)
Expenses not deductible for tax purposes
2
1
(29)
(6)
Effect on deferred tax of changes in tax rates
(3)
(1)
Adjustments to deferred tax in respect of prior periods
(5)
(2)
Income tax attributable to policyholder returns (net of tax relief)
61
(108)
Total tax charged/(credited) to profit or loss
46
(110)
1
1
Includes first time recognition of tax losses as explained in note 11(a).
11(c): Reconciliation of IFRS income tax credit or expense to income tax on adjusted profit
46
(110)
Impact of acquisition and disposal-related accounting
9
8
Business transformation costs
8
5
Finance costs
4
2
Exchange rate movements (ZAR/GBP)
1
(1)
7(b)(vii)
(62)
138
46
(19)
Tax on adjusting items
6
133
(14)
(4)
Tax charged on total adjusted profit
38
19
1
2
3
1
Includes both tax attributable to policyholder and shareholder returns, in compliance with IFRS.
2
Other shareholder tax adjustments comprise the reallocation of adjustments from policyholder tax as explained in note 7(b)(vii)
and shareholder tax adjustments for one-off items in line with the Group’s adjusted profit policy, including first time recognition of
shareholder deferred tax.
3
Adjusted profit treats policyholder tax as a pre-tax expense (this includes policyholder tax under IFRS and the policyholder tax
adjustments) and is therefore removed from the tax charge on adjusted profit.
12: Earnings per share
The Group calculates earnings per share (“EPS”) on a number of different bases. IFRS requires the
calculation of basic and diluted EPS. Adjusted EPS reflects earnings that are consistent with the Group’s
adjusted profit measure and Headline earnings per share (“HEPS”) is a requirement of the Johannesburg
Stock Exchange.
The bases for the calculation of the Group’s EPS are disclosed in note 5(u).
Framework
Notes
Basic earnings per share
IFRS
12(b)
3.1
12.2
Diluted basic earnings per share
IFRS
12(b)
3.1
12.0
Adjusted basic earnings per share
Group policy
12(b)
9.6
8.0
Adjusted diluted earnings per share
Group policy
12(b)
9.4
7.9
Headline basic earnings per share (net of tax)
JSE Listing Requirements
12(c)
3.2
12.6
Headline diluted earnings per share (net of tax)
JSE Listing Requirements
12(c)
3.1
12.4
11: Tax continued
130
Quilter plc Annual Report 2023

12(a): Weighted average number of Ordinary Shares
The table below summarises the calculation of the weighted average number of Ordinary Shares for
the purposes of calculating basic and diluted earnings per share for each profit measure (IFRS, adjusted
profit and Headline earnings). Details of the impact on the number of shares from the Quilter plc share
buyback scheme are detailed in note 26.
Weighted average number of Ordinary Shares
1,404
1,496
Own shares including those held in consolidated funds and employee benefit trusts
(54)
(58)
Basic weighted average number of Ordinary Shares
1,350
1,438
24
26
Diluted weighted average number of Ordinary Shares
1,374
1,464
1
1
The adjustment for dilutive share awards and options includes dividend equivalent shares. Previously these shares were not included
in the figures presented in the 2022 financial statements. Comparatives have been updated and there was no impact on the earnings
per share.
12(b): Basic and diluted EPS (IFRS and adjusted profit)
Profit after tax
42
175
7(a)
155
(65)
11(c)
(6)
(133)
11(c)
(62)
138
Adjusted profit after tax
129
115
Basic EPS
IFRS profit
3.1
12.2
Diluted EPS
IFRS profit
3.1
12.0
Adjusted basic EPS
Adjusted profit
9.6
8.0
Adjusted diluted EPS
Adjusted profit
9.4
7.9
12: Earnings per share continued
12(c): Headline earnings per share
Profit
42
175
and equipment
–
–
7
6
– add back of impairment loss on intangible assets
1
1
–
–
Headline earnings
43
181
Headline basic EPS (pence)
3.2
12.6
Headline diluted EPS (pence)
3.1
12.4
1
1
1
Figures were re-presented to address an issue with the signage of an adjusting item for 2022 and to clearly present the tax effects of
each adjusting item in the prior year in line with the relevant guidance.
13: Dividends
2021
Final Dividend paid – 3.9p per Ordinary Share
16 May 2022
–
62
2022
Interim Dividend paid – 1.2p per Ordinary Share
20 September 2022
–
16
2022
Final Dividend paid – 3. 3p per Ordinary Share
22 May 2023
45
–
2023
Interim Dividend paid – 1.5p per Ordinary Share
18 September 2023
20
–
Dividends paid to Ordinary Shareholders
65
78
On 6 March 2024, the Group announced a proposed Final Dividend for 2023 of 3.7 pence per Ordinary
Share amounting to £50 million in total. Subject to approval by shareholders at the Annual General
Meeting, the dividend will be paid on 28 May 2024. In compliance with the rules issued by the Prudential
Regulation Authority (“PRA”) in relation to the implementation of the Solvency II regime and other
regulatory requirements to which the Group is subject, the dividend is required to remain cancellable at
any point prior to it becoming due and payable on 28 May 2024 and to be cancelled if, prior to payment,
the Group ceases to hold capital resources equal to or in excess of its solvency capital requirement,
or if that would be the case if the dividend was paid. The Directors have no intention of exercising this
cancellation right, other than where required to do so by the PRA or for regulatory capital purposes.
Final and Interim Dividends paid to Ordinary Shareholders are calculated using the number of shares
in issue at the record date less own shares held in employee benefit trusts.
131
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Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
14: Goodwill and intangible assets
14(a): Analysis of goodwill and intangible assets
The table below shows the movements in cost and amortisation of goodwill and intangible assets.
1 January 2022
306
30
425
761
31 December 2022
306
30
425
761
–
(21)
–
(21)
31 December 2023
306
9
425
740
1 January 2022
–
(22)
(282)
(304)
Amortisation charge for the year
–
(2)
(42)
(44)
31 December 2022
–
(24)
(324)
(348)
Amortisation charge for the year
–
(2)
(38)
(40)
–
21
–
21
Impairment of other intangibles
–
–
(1)
(1)
31 December 2023
–
(5)
(363)
(368)
31 December 2022
306
6
101
413
31 December 2023
306
4
62
372
1
1
1
Following the completion of a number of strategic projects, the Group reviewed the fixed asset register. Assets related to software
development costs with a cost of £21 million and an accumulated amortisation of £21 million (net book value: £nil) that were no longer
held by the Group or no longer in use have been disposed during the year.
14(b): Analysis of other intangible assets
Distribution channels – Quilter Financial Planning
2
4
8 years
1 year
Quilter Cheviot
32
59
10 years
1 year
Quilter Financial Planning
17
22
8 years
3 years
10
14
8 years
3 years
Other
1
2
7 years
< 1 year
Total other intangible assets
62
101
1
1
Formerly known as Quilter Private Client Advisers.
14(c): Allocation of goodwill to cash-generating units (“CGUs”) and impairment testing
Goodwill is monitored by management at the level of the Group’s two operating segments: Affluent and
High Net Worth. Both operating segments represent a group of CGUs.
Affluent
223
223
High Net Worth
83
83
Total goodwill
306
306
Impairment review
Goodwill in both the Affluent and High Net Worth CGU groups is tested for impairment annually, or
earlier if an indicator of impairment exists, by comparing the carrying value of the CGU group to which
the goodwill relates to the recoverable value of that CGU group, being the higher of that CGU group’s
value-in-use or fair value less costs to sell. If applicable, an impairment charge is recognised when the
recoverable amount is less than the carrying value. Goodwill impairment indicators include sudden
stock market falls, the absence of positive Net Client Cash Flows (“NCCF”), significant falls in profits
and significant increases in the discount rate.
The goodwill balance has been tested for impairment at 31 December 2023 and continues to
demonstrate a surplus of the recoverable amount over the carrying value of the CGUs. As a result,
no impairment is required.
The following table shows the percentage change required in each key assumption before the carrying
value would exceed the recoverable amount, assuming all other variables remain the same. This
highlights that further adverse movements in the key assumptions used in the CGU value-in-use
calculation would be required before an impairment would need to be recognised.
Reduction in forecast cash flows
27%
61%
Percentage point increase in the discount rate
9%
25%
Forecast cash flows are impacted by movements in underlying assumptions, including equity market
levels, revenue margins and NCCF. The Group considers that forecast cash flows are most sensitive to
movements in equity markets because they have a direct impact on the level of the Group’s fee income.
The principal sensitivity within equity market level assumptions relates to the estimated growth in equity
market indices included in the three-year cash flow forecasts. Management forecasts equity market
growth for each business using estimated asset-specific growth rates that are supported by internal
research, historical performance, Bank of England forecasts and other external estimates.
The Group has considered and assessed reasonably possible changes for other key assumptions and
has not identified any other instances that could cause the carrying amount of CGUs to exceed its
recoverable amount.
132
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14(c): Allocation of goodwill to cash-generating units (“CGUs”) and impairment testing
continued
Value-in-use methodology
The value-in-use calculations are determined as the sum of net tangible assets and the expected cash
flows from existing and expected future new business derived from the Business Plan. Future cash flow
elements allow for the cost of capital needed to support the business.
The cash flows that have been used to determine the value in use of the groups of CGUs are based on
the most recent management approved three-year profit forecasts, which are contained in the Group’s
Business Plan. These profit forecasts incorporate anticipated equity market growth on the Group’s
future cash flows and take into account climate-related risks and opportunities affecting operations,
investment activities and advice and distribution activities and their impact on specific projects and
initiatives, estimates and judgements. These cash flows change at different rates because of the
different strategies of the groups of CGUs. Post the three-year forecast period, the growth rate used
to determine the terminal value of the groups of CGUs in the annual assessment was 2.0% (2022: 2.0%).
Market share and market growth information is also used to inform the expected volumes of future new
business.
Cost savings linked to future restructuring activity are only included in the value-in-use calculation
in cases where an associated restructuring provision has also been recognised. Consequently, for
the purpose of the value-in-use calculation, a number of planned cost savings and the related
implementation costs, primarily in relation to the Business Simplification programme, have been
removed from the future cash flows.
The Group uses a single cost of capital (post tax) of 10.0% (2022: 11.4%) to discount expected future
cash flows across its two groups of CGUs. The single cost of capital is based on the Group’s
consideration of the level of risk that each CGU represents. Capital is provided to the Group
predominantly by shareholders with a relatively small amount of debt financing. The cost of capital is
the weighted average of the cost of equity (return required by shareholders) and the cost of debt (return
required by bondholders and owners of properties leased by the Group). When assessing the
systematic risk (i.e. the beta value) within the calculation of the cost of equity, a triangulation approach
is used that combines beta values obtained from historical data, a forward-looking view on the
progression of beta values and the external views of investors.
15: Property, plant and equipment
1 January 2022
132
78
210
Additions
2
3
5
Disposals
(3)
(5)
(8)
–
(1)
(1)
31 December 2022
131
75
206
Additions
1
2
3
(14)
(24)
(38)
(13)
–
(13)
(3)
–
(3)
31 December 2023
102
53
155
1 January 2022
(49)
(30)
(79)
Depreciation charge for the year
(9)
(6)
(15)
(3)
(4)
(7)
Disposals
2
5
7
31 December 2022
(59)
(35)
(94)
Depreciation charge for the year
(7)
(5)
(12)
14
23
37
3
–
3
2
–
2
31 December 2023
(47)
(17)
(64)
31 December 2022
72
40
112
31 December 2023
55
36
91
1
2
3
4
5
2
3
4
1
Plant and equipment transferred to non-current assets held for sale related to the proposed sale of a leasehold interest in an office
property, after it became vacant in August 2022. The property was subsequently sold in April 2023.
2
Following a review of the fixed asset register, the Group recognised the disposal of certain assets related to plant and equipment
with a cost of £24 million and an accumulated depreciation of £23 million (net book value: £1 million) in the year. There were no
proceeds arising from the recognition of the disposal.
3
A right-of-use property with a cost of £13 million and an accumulated depreciation of £3 million was transferred to Investment
property as a result of the Group subletting the property under an operating lease.
4
Reclassification of a lease incentive previously presented within Trade, other receivables and other assets to Right-of-use assets
in line with the requirements of IFRS 16.
5
The impairment of the right-of-use assets and plant and equipment relates to the write down of assets relating to office premises
no longer occupied by the Group.
The carrying value of right-of-use assets at 31 December 2023 relate to £55 million of property leases
(31 December 2022: £72 million).
14: Goodwill and intangible assets continued
133
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Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
16: Investment property
In June 2023, the Group entered into a contract to sublet a property to one tenant under an operating
lease with rentals payable monthly. The sublet relates to one floor of a leased property which has a
useful economic life of eleven years. There is a break clause in the sublease agreement after five years
and the Group cannot reasonably expect the tenant to continue to lease beyond 2028.
The fair value of the sublet floor can only be reliably measured with the use of a surveyor. The Group
believes the cost of measuring the fair value would be uneconomical when compared to the value of
the sublet and therefore the investment property is valued under the cost model. This is consistent with
the valuation of all of the Group’s leased properties. The carrying amount of the investment property
approximates to the fair value.
Lease income from operating leases where the Group is a lessor is recognised in income on a straight-
line basis over the sublease term. Lease income for 2023 is £1 million (2022: £nil). Expenses relating to
the property are immaterial to the Group.
There are no contractual obligations to purchase, construct, develop or dispose of investment property.
Standard terms and conditions of leasing are included in the sublease arrangements.
1 January 2023
–
–
Transfer from property, plant and equipment
10
–
Depreciation
1
–
–
31 December 2023
10
–
1
Depreciation in the first year is immaterial.
16(a): Maturity analysis
Undiscounted cash flows under the sublease are £1 million per annum for each of the five years to the
end of 2028.
17: Loans and advances
This note analyses the loans and advances the Group has made. The carrying amounts of loans and
advances were as follows:
Loans to advisers
40
35
Gross loans and advances
40
35
Expected credit loss
(2)
(1)
Total net loans and advances
38
34
To be recovered within 12 months
11
11
To be recovered after 12 months
27
23
Total net loans and advances
38
34
Loans to advisers are made on individually negotiated commercial terms. The loan agreement with the
adviser details the dates on which the repayments of the loan are to be made. Where an adviser is due
commission payments from Quilter, these commission payments are offset against the loan repayments
due from the adviser. In certain circumstances, the loan agreement period may be extended where
agreed by both Quilter and the adviser. Should the adviser terminate their terms of business agreement
with Quilter, the loan balance becomes immediately repayable in full. The carrying amount of loans to
advisers measured at amortised cost approximates to their fair value which is measured as the principal
amount receivable under the loan agreements net of expected credit losses.
18: Financial investments
The table below analyses the investments and securities that the Group invests in, either on its own
proprietary behalf (shareholder funds) or on behalf of third parties (policyholder funds).
Government and government-guaranteed securities
202
225
Other debt securities, preference shares and debentures
2,175
1,609
Equity securities
8,488
6,225
Pooled investments
39,462
35,557
Short-term funds and securities treated as investments
1
1
Other
1
–
Total financial investments
50,329
43,617
Recoverable within 12 months
50,329
43,617
Total financial investments
50,329
43,617
The financial investments recoverability profile is based on the intention with which the financial assets
are held. These assets are held to cover the liabilities for linked investment contracts, all of which can be
withdrawn by policyholders on demand.
19: Derivatives – assets and liabilities
The Group has limited involvement with derivatives and does not use them for the purposes of
speculation.
The derivatives included within the statement of financial position at 31 December 2023 and 31
December 2022 relate to instruments included as a consequence of the consolidation of investment
funds, and therefore the Group does not anticipate any material adverse effect on its financial position
resulting from such contracts, nor does it anticipate non-performance by counterparties. Investors in
funds have the option to end their investment in the funds at any time and therefore derivative liabilities
are classified as having a maturity of less than three months .
134
Quilter plc Annual Report 2023

20: Categories of financial instruments
The analysis of financial assets and liabilities into their categories as defined in IFRS 9 Financial
Instruments is set out in the following tables. Assets and liabilities of a non-financial nature, or financial
assets and liabilities that are specifically excluded from the scope of IFRS 9, are reflected in the non-
financial assets and liabilities category.
For information about the methods and assumptions used in determining fair value, refer to note 21.
The Group’s exposure to various risks associated with financial instruments is discussed in note 37.
Loans and advances
–
–
38
–
38
Financial investments
50,329
–
–
–
50,329
Trade, other receivables and other
assets
–
–
404
43
447
Derivative assets
57
–
–
–
57
Cash and cash equivalents
1,091
–
768
–
1,859
instruments
51,477
–
1,210
43
52,730
Total other non-financial assets
–
–
–
615
615
Total assets
51,477
–
1,210
658
53,345
Investment contract liabilities
–
43,396
–
–
43,396
funds
7,444
–
–
–
7,444
Borrowings and lease liabilities
–
–
279
–
279
Trade, other payables and other
liabilities
1
–
484
85
570
Derivative liabilities
25
–
–
–
25
instruments
7,470
43,396
763
85
51,714
Total other non-financial liabilities
–
–
–
112
112
Total liabilities
7,470
43,396
763
197
51,826
Loans and advances
–
–
34
–
34
Financial investments
43,617
–
–
–
43,617
Trade, other receivables and other
assets
–
–
261
42
303
Derivative assets
40
–
–
–
40
Cash and cash equivalents
1,112
–
670
–
1,782
instruments
44,769
–
965
42
45,776
–
–
–
641
641
Total assets
44,769
–
965
683
46,417
Investment contract liabilities
–
38,186
–
–
38,186
funds
5,843
–
–
–
5,843
Borrowings and lease liabilities
–
–
290
–
290
Trade, other payables and other
liabilities
–
–
351
85
436
Derivative liabilities
20
–
–
–
20
instruments
5,863
38,186
641
85
44,775
Total other non-financial liabilities
–
–
–
94
94
Total liabilities
5,863
38,186
641
179
44,869
1
2
1
Investments in associates shown separately in the Group’s 2022 financial statements have been included in Total other non-financial
assets.
2
The disclosures for 2022 have been restated to reclassify £7 million of accruals from the amortised cost category to the non-financial
assets and liabilities category. The relevant accruals which were presented in the amortised cost category in the Group’s 2022
financial statements arose in connection with the Group’s statutory and constructive obligations as opposed to arising in connection
with the Group’s contractual obligations .
135
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Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
21: Fair value methodology
This section explains the judgements and estimates made in determining the fair values of financial
instruments that are recognised and measured at fair value in the financial statements. Classifying
financial instruments into the three levels of the fair value hierarchy (see note 21(b)) provides an
indication of the reliability of inputs used in determining fair value.
21(a): Determination of fair value
The fair value of financial instruments that are actively traded in organised financial markets is
determined by reference to quoted market exit prices for assets and offer prices for liabilities, at the
close of business on the reporting date, without any deduction for transaction costs:
– for units in unit trusts and shares in open-ended investment companies, fair value is determined by
reference to published quoted prices representing exit values in an active market;
– for equity and debt securities not actively traded in organised markets and where the price cannot be
retrieved, the fair value is determined by reference to similar instruments for which market observable
prices exist;
– for assets that have been suspended from trading on an active market, the last published price is
used. Many suspended assets are still regularly priced. At the reporting date, all suspended assets
are assessed for impairment; and
– where the assets are private equity investments or within consolidated investment funds, the
valuation is based on the latest available set of audited financial statements, or if more recent is
available, reports from investment managers or professional valuation experts on the value of the
underlying assets of the private equity investment or fund.
There have been no significant changes in the valuation techniques applied when valuing financial
instruments. Where assets are valued by the Group, the general principles applied to those instruments
measured at fair value are outlined below:
Financial investments
Financial investments include government and government-guaranteed securities, listed and unlisted
debt securities, preference shares and debentures, listed and unlisted equity securities, listed and
unlisted pooled investments (see below), short-term funds and securities treated as investments and
certain other securities.
Pooled investments represent the Group’s holdings of shares/units in open-ended investment
companies, unit trusts, mutual funds and similar investment vehicles. Pooled investments are
recognised at fair value. The fair values of pooled investments are based on widely published prices
that are regularly updated.
Other financial investments that are measured at fair value use observable market prices where
available. In the absence of observable market prices, these investments and securities are fair valued
using various approaches including discounted cash flows, the application of an earnings before
interest, tax, depreciation and amortisation multiple or any other relevant technique.
Derivatives
The fair value of derivatives is determined with reference to the exchange-traded prices of the specific
instruments. The fair value of over-the-counter forward foreign exchange contracts is determined by
reference to the relevant exchange rates.
Investment contract liabilities
The fair value of the investment contract liabilities is determined with reference to the underlying funds
that are held by the Group.
Third-party interests in consolidated funds
Third-party interests in consolidated funds are measured at the attributable net asset value of each
fund.
21(b): Fair value hierarchy
Fair values are determined according to the following hierarchy:
Description of hierarchy
Types of instruments classified in the respective levels
The judgement as to whether a market is active may include, for example, consideration of factors such
as the magnitude and frequency of trading activity, the availability of prices and the size of bid/offer
spreads. In inactive markets, obtaining assurance that the transaction price provides evidence of fair
value or determining the adjustments to transaction prices that are necessary to measure the fair value
of the asset or liability requires additional work during the valuation process.
The majority of valuation techniques employ only observable data and so the reliability of the fair value
measurement is high. Certain financial assets and liabilities are valued on the basis of valuation
techniques that feature one or more significant inputs that are unobservable and, for them, the
derivation of fair value is more judgemental. A financial asset or liability in its entirety is classified as
valued using significant unobservable inputs if a significant proportion of that asset or liability’s carrying
amount is driven by unobservable inputs.
In this context, ‘unobservable’ means that there is little or no current market data available from which
to determine the price at which an arm’s length transaction would be likely to occur. It generally does
not mean that there is no market data available at all upon which to base a determination of fair value.
Furthermore, in some cases the majority of the fair value derived from a valuation technique with
significant unobservable data may be attributable to observable inputs.
136
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21(c): Transfer between fair value hierarchies
The Group deems a transfer to have occurred between Level 1 and Level 2 or Level 3 when an active,
traded primary market ceases to exist for that financial instrument. A transfer between Level 2 and Level
3 occurs when the majority of the significant inputs used to determine the fair value of the instrument
become unobservable. Transfers from Levels 3 or 2 to Level 1 are also possible when assets become
actively priced.
There were no transfers of financial investments between Level 1 and Level 2 during 2023 (2022: £nil).
There were no transfers of financial investments from Level 2 to Level 1 during the year (2022: £nil).
See note 21(e) for the reconciliation of Level 3 financial instruments.
21(d): Financial assets and liabilities measured at fair value, classified according to the fair
value hierarchy
The majority of the Group’s financial assets are measured using quoted market prices for identical
instruments in active markets (Level 1) and there have been no significant changes during the year.
The linked assets are held to cover the liabilities for linked investment contracts. The difference
between linked assets and linked liabilities is principally due to short-term timing differences between
policyholder premiums being received and invested in advance of policies being issued, and tax
liabilities within funds which are reflected within the Group’s tax liabilities.
Differences between assets and liabilities within the respective levels of the fair value hierarchy also
arise due to the mix of underlying assets and liabilities within consolidated funds. In addition, third-party
interests in consolidated funds are classified as Level 2.
The tables below analyse the Group’s financial assets and liabilities measured at fair value by the fair
value hierarchy described in note 21(b). All items are recognised mandatorily at fair value through profit
or loss, apart from Investment contract liabilities which are designated at fair value through profit or
loss.
Financial investments
41,691
8,605
33
50,329
Cash and cash equivalents
1,091
–
–
1,091
Derivative assets
–
57
–
57
Total financial assets measured at fair value
through profit or loss
42,782
8,662
33
51,477
Third-party interests in consolidated funds
–
7,444
–
7,444
Other liabilities
–
1
–
1
Derivative liabilities
–
25
–
25
Investment contract liabilities
43,372
–
24
43,396
Total financial liabilities measured at fair value
through profit or loss
43,372
7,470
24
50,866
Financial investments
37,340
6,248
29
43,617
Cash and cash equivalents
1,112
–
–
1,112
Derivative assets
–
40
–
40
Total financial assets measured at fair value
through profit or loss
38,452
6,288
29
44,769
Third-party interests in consolidated funds
–
5,843
–
5,843
Derivative liabilities
–
20
–
20
Investment contract liabilities
38,161
–
25
38,186
Total financial liabilities measured at fair value
through profit or loss
38,161
5,863
25
44,049
21(e): Level 3 fair value hierarchy disclosure
The majority of the assets classified as Level 3 are held within linked policyholder funds. Where this is
the case, all of the investment risk associated with these assets is borne by policyholders and the value
of these assets is exactly matched by a corresponding liability due to policyholders. The Group bears
no risk from a change in the market value of these assets except to the extent that it has an impact
on management fees earned.
Level 3 assets also include investments within consolidated funds. The Group bears no risk from a
change in the market value of these assets except to the extent that it has an impact on management
fees earned. Any changes in market value are matched by a corresponding Level 2 liability within
third-party interests in consolidated funds.
The table below reconciles the opening balance of Level 3 financial assets to the closing balance at
each year end:
At beginning of the year
29
27
(1)
(5)
Sales
(1)
(2)
Transfers in
27
125
Transfers out
(21)
(116)
Total Level 3 financial assets at the end of the year
33
29
at the year end
2
(9)
1
1
Included in Investment return.
21: Fair value methodology continued
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Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
All of the assets that are classified as Level 3 are suspended funds for 2022 and 2023.
Transfers into Level 3 assets in the current year total £27 million (2022: £125 million). This is mainly due
to suspended funds previously shown within Level 1. Suspended funds are valued based on external
valuation reports received from fund managers. Transfers out of Level 3 assets in the current year of
£21 million (2022: £116 million) result from a transfer to Level 1 assets relating to assets that are now
being actively repriced (that were previously stale) and where fund suspensions have been lifted.
The table below reconciles the opening balance of Level 3 financial liabilities to the closing balance
at each year end:
At beginning of the year
25
24
–
(2)
Transfers in
20
119
Transfers out
(21)
(116)
Total Level 3 financial liabilities at the end of the year
24
25
at the year end
–
(5)
1
1
Included in Investment return.
21(f): Effect of changes in significant unobservable assumptions to reasonable alternatives
Details of the valuation techniques applied to the different categories of financial instruments can be
found in note 21(a) above, including the valuation techniques applied when significant unobservable
assumptions are used to value Level 3 assets.
For Level 3 assets and liabilities, no reasonable alternative assumptions are applicable and the Group
therefore performs a sensitivity test of an aggregate 10% (2022: 10%) which is a reasonably possible
change in the value of the financial asset or liability. It is therefore considered that the impact of this
sensitivity will be in the range of £3 million (2022: £3 million) to the reported fair value of Level 3 assets,
both favourable and unfavourable.
21(g): Fair value hierarchy for assets and liabilities not measured at fair value
Certain financial instruments of the Group are not carried at fair value. The carrying values of these
are considered reasonable approximations of their respective fair values as they are either short term
in nature or are repriced to current market rates at frequent intervals.
22: Structured entities
Structured entities are defined as entities that have been designed so that voting or similar rights are
not the dominant factor in deciding who controls the entity, such as when any voting rights relate to
administrative tasks only and the relevant activities are directed by means of contractual arrangements.
The Group has interests in both consolidated and unconsolidated structured entities.
22(a): Group’s involvement in structured entities
The Group invests in collective investment vehicles, including OEICs and unit trusts, in order to match
unit-linked investment contract liabilities. This means that all of the investment risk associated with
these assets is borne by policyholders and any change in the value of these assets is closely matched by
a corresponding change in liability due to policyholders. As the Group earns management fees based on
the market value of unit-linked assets, any change in asset values will increase or decrease the Group’s
revenues. The Group has not provided any non-contractual support to any consolidated or
unconsolidated structured entities during 2022 or 2023.
As at 31 December 2022 and 31 December 2023, the Group has no obligation or intention to provide
financial support to structured entities that could expose the Group to a loss.
Shareholder funds are invested in collective investment vehicles, principally in respect of money market
funds as an alternative to bank deposits.
The Group’s holdings in collective investment vehicles are subject to the terms and conditions of the
respective investment vehicles’ offering documentation and are susceptible to market price risk arising
from uncertainties about the future values of those investment vehicles. All of the investment vehicles in
the investment portfolios are managed by portfolio managers who are compensated by the respective
investment vehicles for their services. Such compensation generally consists of an asset-based fee and
a performance-based incentive fee and is reflected in the valuation of the investment vehicles.
These structured entities are not consolidated where the Group determines that it does not have control.
21: Fair value methodology continued
21(e): Level 3 fair value hierarchy disclosure continued
138
Quilter plc Annual Report 2023

22(b): Interests in unconsolidated structured entities
The Group invests in unconsolidated structured entities as part of its normal investment and trading
activities. The Group’s total interest in unconsolidated structured entities is classified as financial
investments held mandatorily at fair value through profit or loss. The table below provides a summary
of the carrying value of the Group’s interests in unconsolidated structured entities:
Financial investments
34,147
31,300
Cash and cash equivalents
1,091
1,112
Total Group interest in unconsolidated structured entities
35,238
32,412
The Group’s maximum exposure to loss with regard to the Group’s interests in unconsolidated
structured entities presented above, before consideration of the reduction in unit-linked liabilities, is the
carrying amount of the Group’s investments (2023: £35,238 million; 2022: £32,412 million). The majority
of the exposure relates to unit-linked products and therefore any movement in the Group’s investment
will be offset by a corresponding movement in investment contract liabilities. Once the Group has
disposed of its shares or units in a fund, it ceases to be exposed to any risk from that fund. The Group’s
holdings in the above unconsolidated structured entities are less than 50% and as such the net asset
value of these structured entities is significantly higher than the carrying value of the Group’s interest.
22(c): Consolidation considerations for structured entities managed by the Group
The Group acts as the fund manager for a number of investment funds. Determining whether the Group
controls such an investment fund usually focuses on the assessment of decision-making rights as fund
manager, the investor’s rights to remove the fund manager and the aggregate economic interests of the
Group in the fund in the form of the interest held and exposure to variable returns.
In most instances, the Group’s decision-making authority, in its capacity as fund manager, with regard to
these funds is regarded to be well-defined. Discretion is exercised when decisions regarding the relevant
activities of these funds are being made. For funds managed by the Group, where the investors have the
right to remove the Group as fund manager without cause, the fees earned by the Group are considered
to be market related. These agreements include only terms, conditions or amounts that are customarily
present in arrangements for similar services and levels of skill negotiated on an arm’s length basis.
The Group has concluded that it acts as agent on behalf of the investors in such cases.
The Group is considered to be acting as principal where the Group is the fund manager and is able to
make the investment decisions on behalf of the unit holders and earn a variable fee, and there are no
kick out rights that would remove the Group as fund manager.
There have been no changes in facts or circumstances which have changed the Group’s conclusion
on its approach to the consolidation of funds.
23: Trade, other receivables and other assets
This note analyses total trade, other receivables and other assets.
Outstanding settlements
267
141
Other receivables
76
65
Accrued interest
7
4
Accrued income
49
46
Other accruals and prepayments
33
29
Contract assets
11
11
Management fees receivable
4
7
Total trade, other receivables and other assets
447
303
To be settled within 12 months
446
302
To be settled after 12 months
1
1
Total trade, other receivables and other assets
447
303
Other receivables mainly relate to trade debtors, tax debtors and other debtors.
There have been no non-performing receivables or material impairments in the year that require
disclosure. Information about the Group’s expected credit losses on trade receivables is included in
note 37(b). None of the receivables reflected above have been subject to the renegotiation of terms .
24: Contract costs
Contract costs (on investment contracts and asset management contracts) relate to costs that the
Group incurs to obtain new business. These acquisition costs are capitalised in the statement of
financial position and are amortised over the life of the contracts. The table below analyses the
movements in these balances relating to investment and asset management contracts.
1 January 2022
6
3
9
New business
2
1
3
Amortisation
(1)
(1)
(2)
31 December 2022
7
3
10
New business
1
7
8
Amortisation
(2)
–
(2)
31 December 2023
6
10
16
22: Structured entities continued
139
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Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
25: Cash and cash equivalents
25(a): Analysis of cash and cash equivalents
Cash at bank
444
406
Money market funds
1,091
1,112
Cash and cash equivalents in consolidated funds
324
264
Total cash and cash equivalents per statement of cash flows
1,859
1,782
The Group’s management does not consider that the cash and cash equivalents balance arising due to
consolidation of funds of £324 million (2022: £264 million) is available for use in the Group’s day-to-day
operations. The remainder of the Group’s cash and cash equivalents balance of £1,535 million (2022:
£1,518 million) is considered to be available for general use by the Group for the purposes of the
disclosures required under IAS 7 Statement of Cash Flows. This balance includes policyholder cash
as well as cash and cash equivalents held by regulated subsidiaries to meet their capital and liquidity
requirements.
25(b): Analysis of net cash flows from operating activities:
Profit before tax
88
65
Adjustments for
Depreciation and impairment of property, plant and equipment
15
12
22
24
(6)
(1)
14
41
44
Fair value and other movements in financial assets
(3,200)
4,410
28
2,528
(4,878)
Other changes in investment contract liabilities
2,682
1,993
Other movements
47
32
2,104
1,622
Increase in derivatives position
(12)
(21)
17
(4)
(5)
29
(23)
(24)
Movement in other assets/liabilities
(16)
61
(55)
11
Taxation paid
(26)
(22)
Net cash flows from operating activities
2,111
1,676
25(c): Cash flows from financing activities is further analysed below:
Liabilities
Equity
Opening balance at 1 January 2023
290
1,548
1,838
Finance costs on borrowings
(18)
–
(18)
Proceeds from the issue of subordinated debt
199
–
199
Subordinated debt repaid
(200)
–
(200)
Dividends paid
–
(65)
(65)
Exchange rate movements passed to shareholders
–
2
2
Repurchase of own Ordinary Shares under Odd-lot Offer
–
(14)
(14)
employee share scheme
–
(15)
(15)
Payment of lease liabilities
(12)
–
(12)
Cash flows from financing activities
(31)
(92)
(123)
External debt interest accrual
18
–
18
Changes in lease liabilities
3
–
3
Other changes in liabilities
(1)
–
(1)
Liability related
20
–
20
Equity related
–
63
63
31 December 2023
279
1,519
1,798
1
1
Full details of changes in equity are shown in the statement of changes in equity .
140
Quilter plc Annual Report 2023

Year ended 31 December 2022
Liabilities
Equity
Opening balance at 1 January 2022
299
1,739
2,038
Finance costs on external borrowings
(9)
–
(9)
Dividends paid
–
(78)
(78)
Redemption of B shares
–
(328)
(328)
Exchange rate movements passed to shareholders
–
(4)
(4)
Repurchase and cancellation of Ordinary Shares
–
(28)
(28)
Payment of lease liabilities
(14)
–
(14)
Cash flows from financing activities
(23)
(438)
(461)
External debt interest accrual
9
–
9
Changes in lease liabilities
5
–
5
Liability related
14
–
14
Equity related
–
247
247
31 December 2022
290
1,548
1,838
1
1
Full details of changes in equity are shown in the statement of changes in equity.
26: Ordinary Share capital
At 31 December 2023, the Company’s equity capital comprises 1,404,105,498 Ordinary Shares of 8 1/6
pence each with an aggregated nominal value of £114,668,616 (2022: 1,404,105,498 Ordinary Shares of 8
1/6 pence each with an aggregated nominal value of £114,668,616). All Ordinary Shares have been called
up and fully paid.
This note gives details of the movements in Ordinary Share capital during the year 2023 and 2022.
At 1 January 2022
1,655,827,217
116
58
Shares cancelled through share buyback programme
(17,704,132)
(1)
–
Share Consolidation (including shares cancelled)
(234,017,587)
–
–
At 31 December 2022
1,404,105,498
115
58
At 31 December 2023
1,404,105,498
115
58
In 2020, the Company announced a share buyback programme to purchase shares up to a maximum
value of £375 million, in order to return the net surplus proceeds to shareholders arising from the sale
of Quilter Life Assurance which had the impact of reducing the share capital of the Company. The
programme completed in January 2022.
On 9 March 2022, the Company announced a capital return of £328 million, equivalent to 20 pence per
share, from the net surplus proceeds arising from the sale of Quilter International by way of a B Share
Scheme. Following the return of capital, a share consolidation was completed so that comparability
between the market price for Quilter plc’s Ordinary Shares before and after the implementation of the
B Share Scheme was maintained.
In 2022, new Ordinary Shares were issued for existing Ordinary Shares in a ratio of six new shares of
8 1/6 pence each for seven existing shares of 7 pence each resulting in a reduction in the number of
shares by 234,017,587.
All Ordinary Shares issued carry equal voting rights. The holders of the Company’s Ordinary Shares are
entitled to receive dividends as declared and are entitled to one vote per share at shareholder meetings
of the Company.
27: Share-based payments
During 2023, the Group participated in a number of share-based payment arrangements. This note
describes the nature of the plans and how the share options and awards are valued.
27(a): Description of share-based payment arrangements
The Group operates the following share-based payment schemes with awards over Quilter plc shares:
Description of award
Vesting conditions
shares
Options
✔
✔
Up to 10
3
AP EPS
CAGR
2
and
Not less than 3
3
Conduct, Risk
Typically, 3
3
–
–
3 ½ – 5 ½
3 & 5
–
1
3
1
Participants are entitled to dividend equivalents.
2
Adjusted profit compound annual growth rate (“CAGR”).
3
The Quilter plc Sharesave Plan is linked to a savings plan.
25: Cash and cash equivalents continued
25(c): Cash flows from financing activities is further analysed below: continued
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Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
27(b): Reconciliation of movements in options
The movement in options outstanding under the Performance Share Plans and Sharesave Plan
arrangements during the year is detailed below:
Year ended 31 December 2023
Year ended 31 December 2022
Outstanding at beginning of the year
17,048,538
£0.63
28,633,186
£0.59
Granted during the year
22,817,549
£0.55
9,005,945
£0.80
Exercised during the year
(1,019,420)
£0.00
(3,201,685)
£0.52
Expired/forfeited during the year
(2,946,806)
£0.20
(14,197,451)
£0.51
Cancelled during the year
(8,004,284)
£1.14
(3,191,457)
£1.26
Outstanding at end of the year
27,895,577
£0.48
17,048,538
£0.63
Exercisable at end of the year
–
–
–
–
1
1
Dividend equivalent shares are included in the movements in outstanding options for the first time in 2023. Previously, these shares
were not included in the numbers presented in the 2022 financial statements. Comparatives have been updated.
Options outstanding at the end of 2023 include 711,184 dividend equivalent shares (2022: 629,155)
relating to current and prior year schemes.
The weighted average fair value of options at the measurement date for options granted during 2023
is £0.32 (2022: £0.59). The weighted average share price at the dates of exercise for options exercised
during the year was £0.95 (2022: £1.15).
The options outstanding at 31 December 2023 have exercise prices of £nil for the Quilter plc
Performance Share Plan, and between £0.69 and £1.31 for the Quilter plc Sharesave Plan, with a
weighted average remaining contractual life of 2.4 years. At 31 December 2022, the exercise price
was £nil for the Quilter plc Performance Share Plan, and between £1.17 and £1.31 for the Quilter plc
Sharesave Plan, with a weighted average remaining contractual life of 1.8 years.
27(c): Reconciliation of movements in share grants
The movement in awards outstanding under the Performance Share Plans, Conditional Shares and
Share Reward Plan and Conditional Shares arrangements during the year is detailed below:
Outstanding at beginning of the year
31,021,730
29,721,393
Granted during the year
21,179,290
16,655,531
Exercised during the year
(14,314,199)
(14,684,681)
Expired during the year
(1,486,690)
(670,513)
Outstanding at end of the year
36,400,131
31,021,730
Exercisable at end of the year
–
–
Awards outstanding at the end of 2023 include 2,740,711 dividend equivalent shares (2022: 2,059,317)
relating to current and prior year schemes.
The weighted average fair value of Conditional Share award grants for the year ended 31 December 2023
was £0.84 (2022: £1.37).
27(d): Measurements and assumptions
In determining the fair value of equity-settled share-based awards and the related charge to the profit
or loss, the Group makes assumptions about future events and market conditions. Specifically,
management makes estimates of the likely number of shares that will vest and the fair value of each
award granted which is valued and ‘locked in’ at the grant date.
The fair value of services received in return for share options granted is measured by reference to the
fair value of share options granted. The estimate of fair value of share options granted is measured using
either a Black-Scholes option pricing model or a Monte Carlo simulation.
The inputs used in the measurement of fair values at the grant date for awards granted during 2023
were as follows:
options)
0.83
0.00
33%
2.9
3.4%
0.0%
0%
Plan – Conditional Shares
0.83
0.00
32%
3.1
3.4%
0.0%
4%
– Conditional Shares
0.83
0.00
34%
2.0
3.7%
0.0%
4%
Quilter plc Sharesave Plan
0.85
0.69
32%
3.7
3.7%
4.0%
5%
27: Share-based payments continued
142
Quilter plc Annual Report 2023

The expected volatility used was based on the historical volatility of the share price over the period for
which trading history is available. The risk-free interest rate was based on the yields available on UK
Government bonds as at the date of grant. The bonds chosen were those with a similar remaining term
to the expected life of the share awards.
27(e): Financial impact
The share-based payment reserve of £42 million (2022: £41 million) represents the cumulative expense
of the Group for the unsettled portion of equity awarded schemes.
The total expense recognised in the year arising from equity compensation plans was £18 million (2022:
£24 million). All expenses recognised in the current and prior year arose from equity-settled share and
share option plans.
28: Investment contract liabilities
The following table provides a summary of the Group’s investment contract liabilities:
Carrying amount at 1 January
38,186
41,071
Fair value movements
2,528
(4,878)
Investment income
785
560
Movements arising from investment return
3,313
(4,318)
Contributions received
5,358
4,408
Withdrawals and surrenders
(3,212)
(2,759)
Claims and benefits
(245)
(219)
Other movements
(4)
3
Change in liability
5,210
(2,885)
Investment contract liabilities at end of the year
43,396
38,186
For unit-linked investment contracts, movements in asset values are offset by corresponding changes
in liabilities, limiting the net impact on profit.
The benefits offered under the unit-linked investment contracts are based on the risk appetite of
policyholders and the return on their selected investments and collective fund investments, whose
underlying investments include equities, debt securities, property and derivatives. This investment mix
is unique to individual policyholders.
For unit-linked business, the unit liabilities are determined as the value of units credited to
policyholders. Since these liabilities are determined on a retrospective basis, no assumptions for future
experience are required. Assumptions for future experience are required for unit-linked business in
assessing whether the total of the contract costs asset and contract liability is greater than the present
value of future profits expected to arise on the relevant blocks of business (the “recoverability test”).
If this is the case, then the contract costs asset is restricted to the recoverable amount. For linked
contracts, the assumptions are on a best estimate basis.
29: Provisions
Balance at beginning of the year
23
15
12
19
69
Charge to profit or loss
17
–
–
6
23
Used during the year
(14)
(12)
(2)
(8)
(36)
Unused amounts reversed
(9)
–
–
(1)
(10)
Balance at 31 December 2023
17
3
10
16
46
Balance at beginning of the year
41
22
9
21
93
Charge to profit or loss
22
–
4
3
29
Used during the year
(28)
(7)
(1)
(2)
(38)
Unused amounts reversed
(12)
–
–
(4)
(16)
–
–
–
1
1
Balance at 31 December 2022
23
15
12
19
69
1
1
Clawback and other provisions included the balancing premium payable for the bulk annuity purchased for the Quilter Cheviot
Limited Retirement Benefits scheme which was reclassified during the year to 31 December 2022 from accruals reflecting the
uncertainty of the amounts to be settled.
27: Share-based payments continued
27(d): Measurements and assumptions continued
143
Quilter plc Annual Report 2023
Strategic Report
Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
Compensation provisions
Compensation provisions total £17 million (2022: £23 million). The net reduction of £6 million during the
year consists of additional charges to profit or loss of £17 million, compensation payments made during
the year of £14 million and £9 million release of unused amounts during 2023 following further review
work completed during the year. Compensation provisions are comprised of the following:
Lighthouse pension transfer advice provision of £6 million (2022: £5 million)
Lighthouse pension transfer advice provided to British Steel Pension Scheme members of £nil (2022: £4
million)
A total provision of £nil (2022: £4 million) remains for the redress of British Steel Pension Scheme cases.
This is comprised of two parts:
(a) Customer redress provision of £nil (2022: £3 million). During the year, payments of £1 million have
been made to customers. The redress provision has been recalculated for the final suitability
assessments and redress calculations performed by the independent expert, and the remaining
provision of £2 million released to profit or loss.
(b) Anticipated costs associated with redress activity of £nil (2022: £1 million). This provision was
recognised in respect of the anticipated costs of legal and professional fees related to the cases
and redress process, which included the expected costs to review advice. Legal and professional
fees of £3 million have been paid during the year.
During the year to 31 December 2022, the skilled person completed their review of all British Steel
Pension Scheme cases within the scope of the skilled person’s review, reflecting the outcome of the
review of the suitability of the DB to DC pension transfer advice for each case, and all remaining offers
were made to customers who received unsuitable DB to DC pension transfer advice which caused them
to sustain a loss.
Certain customers who were included in the skilled person review have referred their case to the
Financial Ombudsman Service, relating to cases where: (i) relevant DB to DC pension transfer advice
was found to be suitable by the skilled person; or (ii) where relevant DB to DC pension transfer advice
was found to be unsuitable by the skilled person, but the customer disagreed with the way in which their
redress offer has been calculated by the skilled person. The Financial Ombudsman Service has upheld
some challenges and the redress payments in relation to such cases are included within the amounts
stated above in this note. It is possible further challenges may be upheld.
In November 2022, the FCA published a policy statement containing the final rules for a redress scheme
for former members of the British Steel Pension Scheme who received unsuitable advice (the “BSPS
Redress Scheme”). The BSPS Redress Scheme covers those persons who received advice between 26
May 2016 and 29 March 2018 to transfer out of the British Steel Pension Scheme. The rules for the BSPS
Redress Scheme set out how advisers must determine whether they gave unsuitable advice and
whether they must pay redress. The Group may therefore face further costs of redress as a result of the
BSPS Redress Scheme. The BSPS Redress Scheme does not cover individuals that have accepted redress
for the advice provided, referred the matter to the Financial Ombudsman Service or received a final
outcome following a suitability assessment of their case conducted through a skilled person review.
Therefore, based on the rules of the BSPS Redress Scheme, this process does not include Lighthouse
cases that have already been reviewed by the skilled person where the customer received a final
outcome.
Based on the rules for the BSPS Redress Scheme, there were approximately 30 Lighthouse cases
relating to British Steel Pension Scheme members that fall within the scope of the BSPS Redress
Scheme. These customers were written to during 2023, and where applicable sent a redress
determination letter, in line with the timeline prescribed within the BSPS Redress Scheme. The
redress payments in relation to such cases are included within the amounts stated above in this note.
At 31 December 2023, the review of cases is complete, and there are no further redress amounts to
be paid under the BSPS Redress Scheme.
Lighthouse pension transfer advice provided to members of other schemes of £6 million
(2022: £1 million)
The skilled person review of Lighthouse DB to DC pension transfer advice cases identified unsuitable
DB to DC pension transfer advice provided by Lighthouse advisers for pension schemes other than the
British Steel Pension Scheme. The initial scope of the review concluded in 2022, with £3 million paid to
customers and the remaining provision released to profit or loss. The skilled person review concluded
in December 2022.
The skilled person recommended a review of a further sample of Lighthouse DB to DC pension transfer
advice cases not relating to the British Steel Pension Scheme. In December 2022, the FCA confirmed to
the Group that it agreed with the skilled person’s recommendation. The FCA also confirmed that, given
the cooperation of the Group in relation to the skilled person review and established past business
review methodology and consistent with the recommendation made by the skilled person, this further
sample should be reviewed under a Group-managed past business review process. The FCA also
agreed with the skilled person that the further sample should be selected on a risk-based approach and
set out to the Group the key risk factors to be used in determining the sample. The review of this sample
has identified some additional cases where customer redress is required. Until the review of the
relevant sample has been completed, uncertainty exists as to the number of cases where this will be
required and the value of total redress which may be payable. A provision for redress relating to the
review of this further sample of cases of £1 million was established at 31 December 2022 and has been
increased by £4 million at 31 December 2023, based upon the suitability review of cases to date, and
the anticipated number of cases required to be reviewed. Payments of £1 million have been made to
customers during 2023. Additionally, anticipated costs associated with the redress activity of £2 million
(2022: £nil) have been included within the provision at 31 December 2023. Any further redress payable
is expected to be paid during 2024.
The Group estimates a reasonably possible change of +/- £3 million from the £6 million balance, based
upon an increase or decrease of five percentage points in redress as a percentage of transfer value.
29: Provisions continued
144
Quilter plc Annual Report 2023

Compensation provisions (other) of £11 million (2022: £18 million)
Other compensation provisions of £11 million include amounts relating to the cost of correcting
deficiencies in policy administration systems, including restatements, any associated litigation costs
and the related costs to compensate previous or existing policyholders and customers. This provision
represents management’s best estimate of expected outcomes based upon previous experience, and
a review of the details of each case. Due to the nature of the provision, the timing of the expected cash
outflows is uncertain. The best estimate of the timing of outflows is that the majority of the balance is
expected to be settled within 12 months.
A provision of £3 million, included within the balance, has been recognised at 31 December 2023 (2022:
£7 million) relating to potentially unsuitable DB to DC pension transfer advice provided by adviser
businesses other than Lighthouse. Of this balance, £nil (2022: £2 million) has been recognised for
potentially unsuitable DB to DC pension transfer advice provided to British Steel Pension Scheme
members by Quilter Financial Planning firms other than Lighthouse. This provision was recognised
following the receipt of a “Dear CEO” letter from the FCA in 2021, and subsequent establishment of the
BSPS Redress Scheme in 2022. During 2023, all relevant British Steel Pension Scheme cases have been
reviewed for suitability by an independent expert, and redress calculations performed where applicable.
There were no redress payments made related to the BSPS Redress Scheme and the provision balance
of £2 million at 31 December 2022 was released to profit or loss during the year. The estimate of the
provision unrelated to the BSPS Redress Scheme has been updated for the current status of the past
business reviews and redress estimated based upon the Group’s experience of the Lighthouse skilled
person and past business reviews. Customer redress is expected to be calculated and paid to relevant
customers during 2024.
A provision of £4 million, included within the balance at 31 December 2022, related to Final Plan Closure
(“FPC”) receipts previously recognised as revenue since 2013 for distributions the Group received from
investments for customers who had previously closed their accounts. FPC receipts represent
distributions, including tax gross ups where relevant, and rebates received after a customer has left
the Quilter platform, which the terms and conditions of the pension and insured bonds legally entitled
the Group to retain. A review in 2022 led to a change in business policy, and Quilter made the decision
to voluntarily return these amounts to those impacted customers backdated to inception, with an
appropriate rate of interest applied to each balance. A provision of £6 million was initially recognised
in 2022, and payments of £2 million were made to customers during 2022. The remaining provision
outstanding at 31 December 2022 of £4 million has been paid to customers during the current year.
The Group estimates a reasonably possible change of +/- £3 million from the £11 million balance, based
upon a review of the cases and the range of potential outcomes for the customer redress payments.
Sale of subsidiaries provision
Sale of subsidiaries provisions total £3 million at 31 December 2023 (2022: £15 million), and include the
following:
Provisions arising on the sale of Quilter International of £2 million (2022: £11 million)
Quilter International was sold on 30 November 2021, resulting in provisions totalling £17 million being
established in respect of costs related to the disposal including the costs of business separation and
data migration activities.
The costs of business separation arise from the process required to separate Quilter International’s
infrastructure, which is complex and covers a wide range of areas including people, IT systems, data,
contracts and facilities. A programme team was established to ensure the transition of these areas
to the acquirer. These provisions were based on external quotations and estimates, together with
estimates of the incremental time and resource costs required to achieve the separation, which was
expected to occur over a two-to-three-year period from the date of the sale.
The most significant element of the provision is the cost of migration of IT systems and data to the
acquirer. Calculation of the provision was based on management’s best estimate of the work required,
the time it is expected to take, the number and skills of the staff required and their cost, and the cost
of related external IT services to support the work. In reaching these judgements and estimates,
management has made use of its past experience of previous IT migrations following business disposals.
During the year, £9 million (2022: £6 million) of the provision has been used. The Group estimates a
provision sensitivity of +/-25% (£1 million), based upon a review of the range of time periods expected
to complete the work required. The remaining balance of £2 million related to decommissioning works
is forecast to be paid within one year.
Sale of Single Strategy business provision of £nil (2022: £4 million)
The provision in the prior year related to sale-related future commitments made to the buyer (now
known as Jupiter Investment Management (“Jupiter”)) of the Single Strategy business, which was initially
recognised in 2018, in relation to the level of revenues for Jupiter in future years arising from funds
invested by customers of Quilter.
In the year to 31 December 2023, £4 million was agreed and settled relating to the 2022 measurement
year, which is the final measurement year according to the sale agreement. This was the final amount
payable under this arrangement with Jupiter.
29: Provisions continued
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Notes to the consolidated financial statements
For the year ended 31 December 2023
Property provisions
Property provisions total £10 million (2022: £12 million). Property provisions represent the discounted
value of expected future costs of reinstating leased property to its original condition at the end of the
lease term, and any onerous commitments which may arise in cases where a leased property is no
longer fully used by the Group. The estimate is based upon property location, size of property and
an estimate of the charge per square foot. Property provisions are used or released when the
reinstatement obligations have been fulfilled. The associated asset for the property provisions relating
to the cost of reinstating property is included within Property, plant and equipment.
Of the £10 million provision outstanding, £3 million (2022: £3 million) is estimated to be payable within
one year. The majority of the balance relates to leased properties which have a lease term maturity of
more than five years.
Clawback and other provisions
Clawback and other provisions total £16million (2022: £19 million) and include amounts for the
resolution of legal uncertainties and the settlement of other claims raised by contracting parties and
indemnity commission provisions. Where material, provisions are discounted at discount rates specific
to the risks inherent in the liability. The timing and final amounts of payments, particularly those in
respect of litigation claims and similar actions against the Group, are uncertain and could result in
adjustments to the amounts recorded.
Included within the balance at 31 December 2023 is £12 million (2022: £14 million) of clawback
provisions in respect of potential refunds due to product providers on indemnity commission within the
Quilter Financial Planning business. This provision, which is estimated and charged as a reduction of
revenue at the point of sale of each policy, is based upon assumptions determined from historical
experience of the proportion of policyholders cancelling their policies, which requires Quilter to refund a
portion of commission previously received. Reductions to the provision result from the payment of cash
to product providers as refunds or the recognition of revenue where a portion is assessed as no longer
payable. The provision has been assessed at the reporting date and adjusted for the latest cancellation
information available. At 31 December 2023, an associated balance of £8 million recoverable from
brokers is included within Trade, other receivables and other assets (2022: £8 million).
The Group estimates a reasonably possible change of +/- £3 million, based upon the potential range
of outcomes for the proportion of cancelled policies within the clawback provision, and a detailed review
of the other provisions.
Of the total £16 million provision outstanding, £7 million is estimated to be payable within one year
(2022: £8 million).
30: Tax assets and liabilities
Deferred tax is calculated on all temporary differences at the tax rate applicable in the country in which
the differences arise.
Deferred tax summary
Deferred tax assets
91
94
Less: deferred tax liabilities
(64)
(24)
Net deferred tax asset
27
70
30(a): Deferred tax assets
Deferred tax assets are recognised for tax attributes carried forward only to the extent that the
realisation of the related tax benefit is probable. Realisation of the tax benefit is considered to be
probable where on the basis of all available evidence, it is more likely than not that there will be suitable
taxable profits against which the tax loss or other tax attribute can be relieved or utilised.
The movements on recognised deferred tax assets are explained below:
Tax losses carried forward
16
36
–
52
Accelerated depreciation
21
–
–
21
differences
31
(15)
–
16
Share-based payments
7
–
1
8
50
(46)
–
4
Netted against deferred tax liabilities
(31)
21
–
(10)
Deferred tax assets
94
(4)
1
91
1
Tax losses carried forward
24
(8)
–
16
Accelerated depreciation
20
1
–
21
differences
41
(10)
–
31
Share-based payments
9
–
(2)
7
6
44
–
50
Netted against deferred tax liabilities
(12)
(19)
–
(31)
Deferred tax assets
88
8
(2)
94
1
1
As at 31 December 2023, the £4 million includes deferred expenses of £4 million (2022: £5 million) and excess expenses of £nil (2022:
£45 million).
29: Provisions continued
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As disclosed in note 1, deferred tax assets are recognised to the extent they are supported by the
Group’s Business Plan. The Group considers that forecast and estimated profits are most sensitive
to movements in AuM because they have a direct impact on the level of the Group’s fee income.
The principal sensitivity within AuM are equity market level assumptions including estimated growth in
equity market indices included in the three-year Business Plan. Management forecasts equity market
growth for each business using estimated asset-specific growth rates that are supported by internal
research, historical performance, Bank of England forecasts and other external estimates.
The Group has considered and assessed reasonably possible changes in the forecast and estimated
profits over the medium term and has determined that a reduction of 17% in profits is the point at
which the carrying amount of deferred tax assets exceeds the recoverable amount.
Refer to the movements in unrecognised deferred tax assets note below for an explanation on the
increase in deferred tax assets on carried forward losses.
Unrecognised deferred tax assets
The amounts for which no deferred tax asset has been recognised consist of:
31 December 2023
31 December 2022
Pre-April 2017 UK tax losses
188
47
244
61
Post-April 2017 UK tax losses
–
–
91
23
Capital losses
347
87
347
87
535
134
682
171
1
1
None of the unrecognised deferred tax assets have a set expiry date in tax law.
Movements in unrecognised deferred tax assets
Under UK tax law, UK brought forward non-capital tax losses that arose after 1 April 2017 (“Post-April
2017 UK tax losses”) may be offset against current year UK taxable profits arising in any company
within Group, subject to a restriction of 50% of profits each year. Consequently, as described above,
the recognition of deferred tax assets on Post-April 2017 UK tax losses is assessed by reference to the
Group’s Business Plan.
The Group has recognised in full deferred tax assets in respect of Post-April 2017 UK tax losses in the
year. This is supported by profits over the Business Plan period and the expectation that the Group
will continue to be profitable beyond the normal three-year planning cycle. In addition, the Group has
recognised £46 million of Pre-April 2017 UK tax losses in Quilter Investment Platform Limited which are
fully supported by the Business Plan. Recoverability of losses will continue to be assessed as the Group
progresses through the Business Plan period.
All other non-capital UK tax losses within the Group (“Pre-April 2017 UK tax losses”) can only be used
against taxable profits arising in the same company as the loss. It is therefore less likely that a deferred
tax asset will be recognised in the foreseeable future in respect of the currently unrecognised portion
of these tax losses.
The recognition of deferred tax assets on these losses is expected to remain a critical accounting
estimate as described in these financial statements in the foreseeable future.
Capital losses are in Quilter Life & Pensions Limited. There is currently insufficient evidence to forecast
future chargeable gains in that company on which to justify recognition of a deferred tax asset for any
of these losses.
30(b): Deferred tax liabilities
The movement on deferred tax liabilities is as follows:
Other acquired intangibles
24
(9)
15
Other temporary differences
1
–
1
Investment gains
30
28
58
Netted against deferred tax assets
(31)
21
(10)
Deferred tax liabilities
24
40
64
Other acquired intangibles
32
(8)
24
Other temporary differences
–
1
1
Investment gains
120
(90)
30
Netted against deferred tax assets
(13)
(18)
(31)
Deferred tax liabilities
139
(115)
24
Movements in deferred tax liabilities
Deferred tax liabilities in relation to investment gains have increased by £28 million (2022: £90 million
decrease) due to market movements in the year, as disclosed in note 11.
30(c): Current tax receivables and payables
Current tax receivables and current tax payables at 31 December 2023 were £33 million (2022: £10 million)
and £2 million (2022: £1 million), respectively.
30: Tax assets and liabilities continued
30(a): Deferred tax assets continued
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Notes to the consolidated financial statements
For the year ended 31 December 2023
31: Borrowings and lease liabilities
The following table analyses the Group’s borrowings and lease liabilities:
Subordinated debt: fixed rate loan at 4.478%
31(a)
–
200
31(a)
198
–
31(b)
81
90
Total borrowings and lease liabilities
279
290
31(a): Borrowings
Borrowed funds are repayable on demand and categorised as “Financial liabilities at amortised cost”.
The carrying value of the Group’s borrowings is considered to be materially in line with the fair value.
All amounts outstanding at 31 December 2023 are payable to a number of relationship banks.
In January 2023, the Company issued a £200,000,000 8.625% Fixed Rate Reset Subordinated Notes
(due April 2033). After deducting structuring costs and professional fees, the retained cash proceeds
were £197 million. The Notes are listed and regulated under the terms of the London Stock Exchange.
On 28 February 2023, the Company repaid the existing £200,000,000 4.478% Fixed Rate Reset
Subordinated Notes (due February 2028).
In addition, the Group has entered into a £125 million revolving credit facility which remains undrawn
and is being held for contingent funding purposes. For further information on the replacement of the
revolving credit facility in January 2024, refer to note 40.
31(b): Lease liabilities
The Group has entered into commercial non-cancellable leases on certain property, plant and equipment where it is
not in the best interest of the Group to purchase these assets. Such leases have varying terms, escalation clauses and
renewal rights.
Termination options are included in a number of property leases across the Group. These are used to
maximise operational flexibility in terms of managing the assets used in the Group’s operations. In most
cases, the termination options are only exercisable only by the Group and not by the lessor.
As at 31 December 2023, future undiscounted cash outflows of £nil (2022: £nil) have been included in
the lease liability which will occur beyond termination option dates on none (2022: none) of the Group’s
principal property leases. The lease term is reassessed if an option is exercised (or not exercised) or the
Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only
revised if a significant event or a significant change in circumstances occurs, which affects this
assessment, and that is within the control of the lessee.
Lease liabilities represent the obligation to pay lease rentals and are categorised as financial liabilities at
amortised cost.
Opening balance at 1 January
90
100
Additions
1
1
Disposals and adjustments to lease liabilities
(1)
–
Interest charge for the year
3
3
Payment of the interest portion of lease liabilities
(3)
(3)
Payment of the principal portion of lease liabilities
(9)
(11)
Closing balance at 31 December
81
90
To be settled within 12 months
6
9
To be settled after 12 months
75
81
Total lease liabilities
81
90
Within one year
10
11
One to five years
37
37
More than five years
52
60
Total lease liabilities - undiscounted
99
108
32: Trade, other payables and other liabilities
Amounts payable to policyholders
82
51
Outstanding settlements
286
201
Accruals and deferred income
78
83
Trade creditors
46
32
Other liabilities
78
69
Total trade, other payables and other liabilities
570
436
To be settled within 12 months
567
436
To be settled after 12 months
3
–
Total trade, other payables and other liabilities
570
436
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33: Post-employment benefits
The Group operates a number of defined contribution and defined benefit pension schemes in the UK,
the Channel Islands and Ireland.
Defined contribution pension schemes
The Group’s defined contribution schemes require contributions to be made to funds held in trust,
separate from the assets of the Group. Participants receive either a monthly pension supplement to
their salaries or contributions to personal pension plans. For the defined contribution schemes, the
Group pays contributions to separately administered pension schemes. The Group has no further
payment obligations once the contributions have been paid. The contributions are recognised as
staff costs and other employee-related costs when they are due.
Defined benefit schemes
The Group operates two defined benefit schemes: in the UK, the Quilter Cheviot Limited Retirement
Benefits Scheme and in the Channel Islands, the Quilter Cheviot Channel Islands Retirement Benefits
Scheme which are both closed to new members. The assets of these schemes are held in separate
trustee administered funds. Pension costs and contributions relating to defined benefit schemes are
assessed in accordance with the advice of qualified actuaries. Actuarial advice confirms that the current
level of contributions payable to each pension scheme, together with existing assets, are adequate to
secure members’ benefits over the remaining service lives of participating employees. The Group’s
policy is to fund at least the amounts sufficient to meet minimum funding requirements under
applicable employee benefit and tax regulations. The schemes are reviewed at least on a triennial basis
or in accordance with local practice and regulations. In the intervening years, the actuary reviews the
continuing appropriateness of the assumptions applied.
The principal plan is the Quilter Cheviot Limited Retirement Benefits scheme and in 2019 the Trustees of
the plan purchased a bulk annuity from Aviva to de-risk the defined benefit pension scheme obligation.
This investment strategy was intended to equally match the assets and liabilities of the scheme. This
covers all remaining insured scheme benefits following previous bulk annuity transactions in 2013, 2014
and 2015. The scheme has 175 members, 112 of whom are claiming benefits.
The Quilter Cheviot Channel Islands Retirement Benefits Scheme has 15 members, 10 of whom are
claiming benefits, and is immaterial to the Group.
Employee benefits disclosures
This note provides the employee benefits disclosures for the above schemes.
33(a): Liability for defined benefit obligations
The IFRS value of the assets and the scheme obligations are as follows:
Total retirement benefit obligation at 1 January
(25)
(41)
Interest cost on benefit obligation
(1)
(1)
Effect of changes in actuarial assumptions
(1)
15
Benefits paid
1
2
Total retirement benefit obligations at 31 December
(26)
(25)
Total fair value of scheme assets at 1 January
26
42
Actual return on plan assets
2
(14)
Benefits paid
(1)
(2)
Total fair value of scheme assets at 31 December
27
26
Funded status of plan
1
1
Unrecognised assets
(1)
(1)
as at 31 December
–
–
Contributions for the year to the defined benefit schemes totalled £nil (2022: £nil), and £1 million was
accrued at 31 December 2023 (2022: £1 million). The Group expects to contribute £nil in the next
financial year (the year to 31 December 2024), based upon the current funded status and the expected
return assumption for the next financial year.
Opening unrecognised asset due to asset ceiling at 1 January
1
1
Closing unrecognised asset due to the asset ceiling at 31 December
1
1
33(b): Income and expenses recognised
The total pension charge to staff costs for all of the Group’s defined benefit schemes for 2023 was
£nil (2022: £nil).
Actuarial gains and losses and the effect of the limit to the pension asset have been reported in other
comprehensive income.
The cumulative amount of actuarial losses is £33 million (2022: £33 million).
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Notes to the consolidated financial statements
For the year ended 31 December 2023
Assumptions used in the defined benefit schemes
In order to calculate the liabilities, the trustees of the scheme need to make assumptions about various
factors that affect the cost of the benefits provided by the scheme, including discount rate, future level
of inflation, and life expectancy. The Group has agreed that the assumptions that the trustees have
used are appropriate. The assumptions are determined in consideration that the Group has secured
the benefits with an insurance company.
The liabilities of the Scheme are calculated projecting forward all of the future benefit cash flows and
discounting them back to the reporting date, using these assumptions.
The value placed on the scheme’s liabilities has been based on the buyout pricing due to the bulk
annuity purchase, with the assets set to match.
The weighted average duration of the defined benefit obligation is 12.5 years, based upon actual
cash flows.
The following table presents the principal actuarial assumptions of the UK scheme at the end of the
reporting year, the Quilter Cheviot Channel Islands Retirement Benefits Scheme is immaterial to the
Group and the assumptions are not included:
Discount rate
4.8
5.0
Rate of increase in defined benefit funds
3.6
3.6
Price inflation rate (RPI inflation)
3.0
3.1
The mortality assumptions used give the following life expectancy at 65:
Life expectancy at 65 for
male member currently
Life expectancy at 65 for
female member currently
Mortality table
Aged 65
Aged 40
Aged 65
Aged 40
improvement 1.5% pa
23.70
25.70
25.20
27.30
improvement 1.5% pa
23.60
25.60
25.10
27.20
Significant actuarial assumptions for the determination of the defined benefit obligation are discount
rate, inflation rate and rate of mortality.
The sensitivities regarding the principal assumptions used to measure the defined benefit obligations
are described below. Reasonably possible changes at the reporting date to one of the principal actuarial
assumptions, holding other assumptions constant, would have affected the defined benefit obligation
as follows:
31 December 2023
31 December 2022
Discount rate (0.5% movement)
(1.5)
1.6
(1.4)
1.6
Inflation rate (0.1% movement)
0.1
(0.2)
0.2
(0.2)
expectancy of one year)
0.8
N/A
0.7
N/A
33(c): Scheme assets allocation
Scheme assets are stated at their fair values. Information on the composition of scheme assets is
provided below:
Equity securities
4
4
1
1
Debt securities
4
4
1
1
Assets held by insurance company
88
92
24
24
Cash and other assets
4
–
1
–
Total fair value of scheme assets
100
100
27
26
Equity securities have a quoted market price. Debt securities and the assets held by an insurance
company, which comprise the value of the bulk annuity policy, do not have a quoted market price.
The bulk annuity policy, where assets are matched to the value of liabilities, is included at values
provided by the actuary in accordance with relevant guidelines.
33: Post-employment benefits continued
33(b): Income and expenses recognised continued
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34: Master netting and similar agreements
The Group offsets financial assets and liabilities in the statement of financial position when it has a
legally enforceable right to do so and intends to settle on a net basis. Currently, the only such offsetting
within the Group relates to bank accounts, where in some circumstances a bank account that is
overdrawn is offset against a bank account that is not.
The following tables present information on the potential effect of offsetting arrangements after taking
into consideration these types of agreements.
Cash and cash equivalents
1,907
(48)
1,859
Trade, other payables and other liabilities – amounts owed to banks
48
(48)
–
Cash and cash equivalents
1,844
(62)
1,782
Trade, other payables and other liabilities – amounts owed to banks
62
(62)
–
35: Contingent liabilities
The Group, in the ordinary course of business, enters into transactions that expose it to tax, legal,
regulatory and business risks. The Group recognises a provision when it has a present obligation as
a result of past events, it is probable that a transfer of economic benefits will be required to settle the
obligation and a reliable estimate of the amount can be made (see note 29). Possible obligations and
known liabilities where no reliable estimate can be made or it is considered improbable that an outflow
would result are reported as contingent liabilities.
The Group routinely monitors and assesses contingent liabilities arising from matters such as business
reviews, litigation, warranties and indemnities relating to past acquisitions and disposals.
Contingent liabilities – DB to DC pension transfer advice redress
As set out in note 29, the Lighthouse skilled person review concluded in December 2022. A further
sample of Lighthouse DB to DC pension transfer advice cases not relating to the British Steel Pension
Scheme is being reviewed under a Group-managed past business review process. Until the review has
finalised, uncertainty exists as to the number of cases where further review will be required and the
value of total redress that will be payable.
Customers have the legal right to challenge the outcome of the skilled person review and the BSPS
Redress Scheme in respect of their case via a complaint to the Financial Ombudsman Service. The skilled
person was independent from the Group and ran a robust process, which was overseen by the FCA.
The Financial Ombudsman Service may uphold further challenges, which may lead to further redress
payable by the Group.
At the conclusion of its enforcement investigation, the FCA issued a Final Notice to Lighthouse in May
2023. The FCA found that Lighthouse had provided unsuitable DB to DC pension transfer advice but
imposed no financial penalty. The FCA acknowledged in its decision that Lighthouse provided very
high levels of co-operation in relation to the FCA’s investigation and that the Group, on its own initiative,
promptly paid redress to customers who received unsuitable DB to DC pension transfer advice from
Lighthouse and sustained losses as a result of that advice.
It is possible that further material costs of redress may be incurred in relation to past business reviews.
Further customer redress costs may also be incurred for other potential unsuitable DB to DC pension
transfer advice provided across the Group.
Any further redress costs, and any differences between the provision and the final payment to be made
for any unsuitable DB to DC pension transfer cases, will be recognised as an expense or credit in profit
or loss.
Tax
The Group is committed to conducting its tax affairs in accordance with the tax legislation of the
countries in which it operates and this includes compliance with legislation related to levies, sales taxes
and payroll deductions.
The tax authorities in the countries in which the Group operates routinely review historical transactions
undertaken and tax law interpretations made by the Group. All interpretations made by the Group are
made with reference to the specific facts and circumstances of the transaction and the relevant
legislation.
There are occasions where the Group’s interpretation of tax law may be challenged by the tax
authorities. The consolidated financial statements include provisions that reflect the Group’s
assessment of liabilities which might reasonably be expected to materialise as part of their review.
The Group is satisfied that adequate provisions have been made to allow for the resolution of tax
uncertainties and that the resources available to fund such potential settlements are sufficient.
Due to the level of estimation required in determining tax provisions, amounts eventually payable
may differ from the provision recognised.
Complaints, disputes and regulations
The Group is committed to treating customers fairly and remains focussed on delivering good outcomes
for customers to support them in meeting their lifetime goals. During the normal course of business,
from time to time, the Group receives complaints and claims from customers including, but not limited
to, complaints to the Financial Ombudsman Service and legal proceedings related thereto, enters into
commercial disputes with service providers and other parties, and is subject to discussions and reviews
with regulators. The costs, including legal costs, of these issues as they arise can be significant and,
where appropriate, provisions have been established.
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Notes to the consolidated financial statements
For the year ended 31 December 2023
Subsequent to the year-end date, on 15 February 2024, the FCA wrote to around 20 advice firms,
including Quilter, requesting information regarding ongoing servicing to assess what, if any, further
regulatory work the FCA may undertake in this area. The Group is commencing a review of historical
data and practices across the Group’s network to determine what, if any, further action may be
required. This may lead to remedial costs but it is too early to quantify. Until the Group has further
clarity of its position on this matter, there remains uncertainty as to the potential financial and non-
financial implications that may arise.
Where the Group’s regular adviser oversight controls have determined that a customer may not have
received the servicing that they have paid for, or where the Group has received complaints from
customers regarding ongoing servicing, this has been investigated, and, where appropriate, remediation
has been undertaken and recognised as a normal business as usual expense.
36: Commitments
The Group has contractual commitments in respect of funding arrangements which will be payable in
future periods. These commitments are not recognised in the Group’s statement of financial position.
37: Capital and financial risk management
37(a): Capital management
The Group manages its capital with a focus on capital efficiency and effective risk management. The
capital management objectives are to maintain the Group’s ability to continue as a going concern while
supporting the optimisation of return relative to the risks. The Group ensures that it can meet its
expected capital and financing needs at all times having regard to the Group’s Business Plans, forecasts,
strategic initiatives and the regulatory requirements applicable to Group entities.
The Group’s overall capital risk appetite is set with reference to the requirements of the relevant
stakeholders and seeks to:
– maintain sufficient, but not excessive, financial strength to support stakeholder requirements;
– optimise debt to equity structure to enhance shareholder returns; and
– retain financial flexibility by maintaining liquidity including unutilised committed credit lines.
The primary sources of capital used by the Group are equity shareholders’ funds of £1,519 million (2022:
£1,548 million) and subordinated debt which was issued at £200 million in January 2023. Alternative
resources are utilised where appropriate. Risk appetite has been defined for the level of capital, liquidity
and debt within the Group. The risk appetite includes long-term targets, early warning thresholds and
risk appetite limits. The dividend policy sets out the target dividend level in relation to profits.
The regulatory capital for the Group is assessed under Solvency II requirements.
37(a)(i): Regulatory capital (unaudited)
The Group is subject to Solvency II group supervision by the Prudential Regulation Authority. The Group
is required to measure and monitor its capital resources under the Solvency II regulatory regime.
The Group’s UK life insurance undertaking is included in the Group solvency calculation on a Solvency II
basis. Other regulated entities are included in the Group solvency calculation according to the relevant
sectoral rules. The Group’s Solvency II surplus is the amount by which the Group’s capital on a Solvency
II basis (own funds) exceeds the Solvency II capital requirement (solvency capital requirement or “SCR”).
The Group’s Solvency II surplus is £972 million at 31 December 2023 (2022: £820 million), representing a
Solvency II ratio of 271% (2022: 230%) calculated under the standard formula. The Solvency II regulatory
position at 31 December 2023 allows for the impact of the recommended Final Dividend payment of
£50 million (2022: £45 million).
The Solvency II position as at 31 December 2023 (unaudited estimate) and 31 December 2022 is
presented below:
Own funds
1,540
1,451
Solvency capital requirement
568
631
Solvency II surplus
972
820
Solvency II coverage ratio
271%
230%
1
2
1
Filing of annual regulatory reporting forms due by 17 May 2024.
2
As reported in the Group Solvency and Financial Condition Report for the year ended 31 December 2022.
The Group’s own funds include the Quilter plc issued subordinated debt security which qualifies as
capital under Solvency II. The composition of own funds by tier is presented in the table below.
1,336
1,249
204
202
Total Group Solvency II own funds
1,540
1,451
1
2
1
All Tier 1 capital is unrestricted for tiering purposes.
2
Comprises a Solvency II compliant subordinated debt security in the form of a Tier 2 bond, which was issued at £200 million in
January 2023.
The Group’s UK life insurance undertaking is also subject to Solvency II at entity level. Other regulated
entities in the Group are subject to the locally applicable entity-level capital requirements in the
countries in which they operate. In addition, the Group’s asset management and advice businesses
are subject to group supervision by the FCA under the UK Investment Firms Prudential Regime (“IFPR”).
During 2023, the capital requirements for the Group and its regulated subsidiaries were reported and
monitored through regular Capital Management Forum meetings. Throughout 2023, the Group has
complied with the regulatory requirements that apply at a consolidated level and Quilter’s insurance
undertakings and investment firms have complied with the regulatory capital requirements that apply at
entity level.
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37(a): Capital management continued
37(a)(ii): Loan covenants
Under the terms of the revolving credit facility agreement, the Group is required to comply with the
following financial covenant: the ratio of total net borrowings to consolidated equity shareholders’ funds
shall not exceed 0.5.
Total external borrowings of the Company
31
198
200
Less: cash and cash equivalents of the Company
(110)
(126)
Total net external borrowings of the Company
88
74
Total shareholders’ equity of the Group
1,519
1,548
31
198
200
Total Group equity (including Tier 2 bond)
1,717
1,748
Ratio of Company net external borrowings to Group equity
0.051
0.042
The Group has complied with the covenant since the facility was created in 2018.
37(a)(iii): Own Risk and Solvency Assessment (“ORSA”) and Internal Capital Adequacy and
Risk Assessment (“ICARA”)
The Group ORSA process is an ongoing cycle of risk and capital management processes which provides
an overall assessment of the current and future risk profile of the Group and demonstrates the
relationship between business strategy, risk appetite, risk profile and solvency needs. These
assessments support strategic planning and risk-based decision making.
The underlying ORSA processes cover the Group and consider how risks and solvency needs may evolve
over the planning period. The ORSA includes stress and scenario tests, which are performed to assess
the financial and operational resilience of the Group.
The Group ORSA report is produced annually. This summarises the analysis, insights and conclusions
from the underlying risk and capital management processes in respect of the Group. The ORSA report
is submitted to the PRA as part of the normal supervisory process and may be supplemented by ad hoc
assessments where there is a material change in the risk profile of the Group outside the usual
reporting cycle.
In addition to the Group ORSA process, an entity-level ORSA process is performed for Quilter Life &
Pensions Limited.
The Group ICARA process is an ongoing cycle of risk and capital management processes, similar to the
ORSA process. The Group ICARA process is performed for the prudential consolidation of Quilter’s
investment and advice firms under IFPR requirements. The ICARA process is also performed at an entity
level for Quilter’s UK investment firms, which are Quilter Investment Platform Limited, Quilter Investors
Limited and Quilter Cheviot Limited.
The Group ICARA report is produced annually. This summarises the analysis, insights and conclusions
from the underlying risk and capital management processes in respect of Quilter’s IFPR prudential
consolidation group.
The conclusions of the ORSA and ICARA processes are reviewed by management and the Board
throughout the year.
37(b): Credit risk
Overall exposure to credit risk
Credit risk is the risk of adverse movements in credit spreads (relative to the reference yield curve),
credit ratings or default rates leading to a deterioration in the level or volatility of assets, liabilities or
financial instruments resulting in loss of earnings or reduced solvency. This includes counterparty
default risk, counterparty concentration risk and spread risk.
The Group has established a Credit Risk Framework that includes a Credit Risk Policy and Credit Risk
Appetite Statement. This framework applies to all activities where the Group is exposed to credit risk,
either directly or indirectly, ensuring appropriate identification, measurement, management, monitoring
and reporting of the Group’s credit risk exposures.
The credit risk arising from all exposures is mitigated by ensuring that the Group only enters into
relationships with appropriately robust counterparties, adhering to the Group Credit Risk Policy.
For each asset, consideration is given as to:
– the credit rating of the counterparty, which is used to derive the probability of default;
– the loss given default;
– the potential recovery which may be made in the event of default;
– the extent of any collateral that the Group has in respect of the exposures; and
– any second-order risks that may arise where the Group has collateral against the credit risk exposure.
The credit risk exposures of the Group are monitored regularly to ensure that counterparties remain
creditworthy, that there is appropriate diversification of counterparties and that exposures are within
approved limits. At the end of 2023, the Group’s material credit exposures were to financial institutions
(primarily through the investment of shareholder funds), corporate entities (including external fund
managers) and individuals (primarily through fund management trade settlement activities).
There is no direct exposure to non-UK sovereign debt within the shareholder investments. The Group
has no significant concentrations of credit risk exposure.
37: Capital and financial risk management continued
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Notes to the consolidated financial statements
For the year ended 31 December 2023
37(b): Credit risk continued
Other credit risks
The Group is exposed to financial adviser counterparty risk through a number of loans that it makes
to its advisers and the payment of upfront commission on the sale of certain types of business. The risk
of default by financial advisers is managed through monthly monitoring of loan and commission debt
balances.
The Group is also exposed to the risk of default by fund management groups in respect of settlements
and rebates of fund management charges on collective investments held for the benefit of
policyholders. This risk is managed through the due diligence process which is completed before
entering into any relationship with a fund group. Amounts due to and from fund groups are monitored
for prompt settlement and appropriate action is taken where settlement is not timely.
Legal contracts are maintained where the Group enters into credit transactions with a counterparty.
Impact of credit risk on fair value
Due to the limited exposure that the Group has to credit risk, credit risk does not have a material impact
on the fair value movement of financial instruments for the year under review. The fair value movements
on these instruments are mainly due to changes in market conditions.
Maximum exposure to credit risk
The Group’s maximum exposure to credit risk does not differ from the carrying value disclosed in the
relevant notes to the consolidated financial statements.
Loans and advances subject to 12-month expected credit losses are £38 million (2022: £34 million) and
other receivables subject to lifetime expected credit losses are £297 million (2022: £204 million). Those
balances represent the pool of counterparties that do not require a rating. These counterparties
individually generate no material credit exposure and this pool is highly diversified, monitored and
subject to limits.
Exposure arising from financial instruments not recognised on the statement of financial position is
measured as the maximum amount that the Group would have to pay, which may be significantly
greater than the amount that would be recognised as a liability. The Group does not have any significant
exposure arising from items not recognised on the statement of financial position.
The table below represents the Group’s exposure to credit risk from cash and cash equivalents.
AAA
AA
A
B
<BBB
Not rated
Cash at amortised cost,
subject to 12-month ECL
–
63
381
–
–
324
768
Money market funds at FVTPL
1,091
–
–
–
–
–
1,091
equivalents
1,091
63
381
–
–
324
1,859
1
AAA
AA
A
B
<BBB
Not rated
Cash at amortised cost,
subject to 12-month ECL
–
13
388
5
–
264
670
Money market funds at FVTPL
1,112
–
–
–
–
–
1,112
equivalents
1,112
13
388
5
–
264
1,782
1
1
Cash included in the consolidation of funds is not rated (see note 25(a)).
Impairment allowance
Assets that are measured and classified at amortised cost are monitored for any expected credit losses
on either a 12-month or lifetime ECL model. The majority of such assets within the Group are measured
on the lifetime ECL model, with the exception of some specific loans that are on the 12-month ECL
model.
Impairment allowance
£m
Balance at 1 January 2022
(1.2)
Change due to change in counterparty balance
0.1
31 December 2022
(1.1)
Change due to change in counterparty balance
(0.4)
Additional impairment in the year
(1.5)
31 December 2023
(3.0)
37: Capital and financial risk management continued
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37(c): Market risk
Market risk is 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 risk arises from changes
in equity, bond and property prices, interest rates and foreign exchange rates. Market risks are linked to
wider economic and geopolitical conditions and may be driven by the crystallisation of climate-related
financial risks. Market risk arises differently across the Group’s businesses depending on the types of
financial assets and liabilities held.
The Group has a market risk policy which sets out the risk management framework, permitted and
prohibited market risk exposures, maximum limits on market risk exposures, management information
and stress testing requirements which are used to monitor and manage market risk. The policy is
cascaded to the businesses across the Group, and Group-level governance and monitoring processes
provide oversight of the management of market risk by the individual businesses.
The Group does not undertake any principal trading for its own account. The Group’s revenue is
however affected by the value of assets under management and administration and consequently it has
exposure to equity market levels and economic conditions. Scenario testing is undertaken to test the
resilience of the business to severe but plausible events, including assessment of the potential
implications of climate-related risks and opportunities, and to assist in the identification of management
actions.
37(c)(i): Equity risk
In accordance with the market risk policy, the Group does not generally invest shareholder assets in
equity, or related collective investments, except where the exposure arises due to:
– mismatches between unitised fund assets and liabilities. These mismatches are permitted, subject
to maximum limits, to avoid excessive dealing costs; and
– seed capital investments. Seed capital is invested within new unitised or other funds within the Group
at the time when these funds are launched. The seed capital is then withdrawn from the funds as
policyholders and customers invest in the funds.
The above exposures are not material to the Group.
The Group derives fees (e.g. annual management charges) and incurs costs (e.g. outsourced service
provider) which are linked to the performance of the underlying assets. Therefore, future earnings will
be affected by equity market performance.
Equity sensitivity testing
A movement in equity would impact the fee income that is based on the market value of the investments
held by or on behalf of customers. The sensitivity is applied as an instantaneous shock to equity at the
start of the year. The sensitivity analysis is not limited to the unit-linked business and therefore reflects
the sensitivity of the Group as a whole.
Impact of 10% increase in equity
26
30
Impact of 10% decrease in equity
(26)
(30)
37(c)(ii): Interest rate risk
Interest rate risk arises primarily from bank balances held with financial institutions.
A rise in interest rates would also cause an immediate fall in the value of investments in fixed income
securities within clients’ investment funds, resulting in a fall in fund-based revenues.
Conversely, a reduction in interest rates would cause a rise in the value of investments in fixed income
securities within clients’ investment funds. It would also reduce the interest rate earned on cash
deposits and money market funds.
Exposure of the financial statements to interest rates are summarised below.
Interest rate sensitivity testing
The impact of an increase and decrease in market interest rates of 1% is tested (e.g. if the current
interest rate is 5%, the test allows for the effects of an instantaneous change to 4% and 6% from the
start of the year). The test allows consistently for similar changes in investment returns and movements
in the market value of any fixed interest assets backing the liabilities. The sensitivity of profit to changes
in interest rates is provided.
Impact of 1% increase in interest rates
9
10
Impact of 1% decrease in interest rates
(9)
(10)
1
1
The disclosures for 2022 have been restated to include certain non-trading entities that were previously excluded.
37(c)(iii): Currency translation risk
Currency translation risk is the risk that the fair value of future cash flows of a financial instrument
will fluctuate because of changes in foreign exchange rates. The Group’s functional currency is pounds
sterling, which accounts for the majority of the Group’s transactions. The Group has minor exposure
to Euros, through the Group’s Irish subsidiary and to the South African Rand, due to the listing on the
Johannesburg Stock Exchange and the payment of a proportion of shareholder dividends in Rand.
During 2023, the Group had limited exposure to foreign exchange risk in respect of other currencies
due to its non-UK operations and foreign currency transactions.
37(d): Liquidity risk
Liquidity risk is the risk that there are insufficient assets or that assets cannot be realised in order to
settle financial obligations as they fall due or that market conditions preclude the ability of the Group
to trade in illiquid assets in order to maintain its asset and liability matching (“ALM”) profile. The Group
manages liquidity on a daily basis through:
– maintaining adequate high-quality liquid assets and banking facilities, the level of which is informed
through appropriate liquidity stress testing;
– continuously monitoring forecast and actual cash flows; and
– monitoring a number of key risk indicators to help in the identification of a liquidity stress.
37: Capital and financial risk management continued
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Governance Report Other informationFinancial statements

Notes to the consolidated financial statements
For the year ended 31 December 2023
37(d): Liquidity risk continued
Individual businesses maintain and manage their local liquidity requirements according to their business
needs within the overall Group Liquidity Risk Framework that includes a Group Liquidity Risk Policy and
Group Liquidity Risk Appetite Statement. The Group framework is applied consistently across all
businesses in the Group to identify, manage, measure, monitor and report on all liquidity risks that have
a material impact on liquidity levels. This framework considers both short-term liquidity and cash
management considerations and longer-term funding risk considerations.
Liquidity is monitored centrally by Group Treasury, with management actions taken at a business level
to ensure each business has sufficient liquidity to cover its minimum liquidity requirement, with an
appropriate buffer set in line with the Group Risk Appetite Statement.
Throughout the ongoing market volatility during 2023, Quilter plc and its subsidiaries have operated
above their individual liquidity targets and there were no material liquidity stresses identified during
the year. Daily liquidity monitoring continues across the Group to enable timely identification of any
emerging issues.
The Group maintains contingency funding arrangements to provide liquidity support to businesses
in the event of liquidity stresses. Contingency Funding Plans are in place for each individual business
in order to set out the approach and management actions that would be taken should liquidity levels
fall below liquidity thresholds which have been set to reflect the liquidity risk appetite of each business.
The plans undergo an annual review and testing cycle to ensure they are fit for purpose and can be
relied upon during a liquidity stress.
Information on the nature of the investments and securities held is given in note 18.
The Group has a £125 million five-year Revolving Credit Facility with a five-bank club that provides a form
of contingency liquidity for the Group. No drawdown on this facility has been made since inception in
February 2018. The Group entered into a new five-year arrangement in January 2024 with the option
to extend the facility for a further two-year period, to January 2031, and has continued to meet all the
covenants attached to its financing arrangements.
The financing arrangements are considered sufficient to maintain the target liquidity levels of the Group
and offer coverage for appropriate stress scenarios identified within the liquidity stress testing
undertaken across the Group.
Further details, together with information on the Group’s borrowed funds, are given in note 31 .
37(e): Insurance risk
37(e)(i): Overview
Insurance risk covers risks arising under products provided by Quilter’s life insurance firm, Quilter Life &
Pensions Limited. These products do not meet the IFRS definition of insurance contracts.
Insurance risk covers risk of adverse experience of withdrawal, overrun in expenses or higher than
expected mortality experience.
The sensitivity of the Group’s earnings and capital position to insurance risks is monitored through
the Group’s capital management processes.
The Group manages its insurance risks through the following mechanisms:
– Management of expense levels relative to approved budgets.
– Analysis and monitoring of experience relative to the assumptions used to determine technical
provisions.
Persistency
Persistency risk is the risk that the level of surrenders or withdrawals on products offered by Quilter Life
& Pensions Limited occur at levels that are different to the levels assumed in the determination of
technical provisions. Persistency statistics are monitored monthly and a detailed persistency analysis
at a product group level is carried out on an annual basis. Management actions may be triggered if
persistency statistics indicate significant adverse movement or emerging trends in experience.
Expenses
Expense risk is the risk that actual expenses and expense inflation differ from the levels assumed in
the determination of technical provisions. Expense levels are monitored on a quarterly basis against
budgets and forecasts. Expense drivers are used to allocate expenses to entities and products.
Some product structures include maintenance charges. These charges are reviewed annually in light
of changes in maintenance expense levels and the market rate of inflation. This review may result in
changes in charge levels.
Mortality
Mortality risk is not material as the Group does not provide material mortality insurance on its products.
37(e)(ii): Sensitivity analysis
Sensitivity analysis has been performed by applying the following parameters to the financial
statements for 2022 and 2023. Interest rate and equity and property price sensitivities are included
within the Group market sensitivities above.
Expenses
The increase in expenses is assumed to apply to the costs associated with the maintenance and
acquisition of contracts within the unit-linked business. It is assumed that these expenses are increased
by 10% from the start of the year, so is applied as an expense shock rather than a gradual increase.
The only administrative expenses that are deferrable are sales bonuses but as new business volumes
are unchanged in this sensitivity, sales bonuses and the associated deferrals have not been increased.
Administrative expenses have been allocated equally between life and pensions.
An increase in expenses of 10% would have decreased profit by £5 million after tax (2022: £6 million).
37: Capital and financial risk management continued
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37(f): Operational risk
Operational risk is the risk of loss arising from inadequate or failed internal processes, or from personnel
and systems, or from external events, resulting in an adverse impact to earnings or reduced solvency.
Operational risk includes all risks resulting from operational activities, excluding the risks already
described above and excluding strategic risks.
Operational risk includes, but is not limited to, the effects of failure of oversight and administration
processes, IT and Information Security maintenance and development processes, advice processes
(including oversight of ongoing servicing provided by financial advisers), investment processes (including
settlements with fund managers, fund pricing and matching and dealing), people and HR processes,
product development and management processes, legal risks (e.g. risk of inadequate legal contracts
with third parties), change delivery risks (including poorly managed responses to regulatory change),
physical and certain transitional financial risks arising from climate change, risks relating to the
relationship with third-party suppliers and outsourcers, and the consequences of financial crime and
business interruption events.
In accordance with Group policies, management has primary responsibility for the identification,
measurement, assessment, management and monitoring of risks, and the escalation and reporting on
issues to Executive Management.
The Group’s Executive Management has responsibility for implementing the Group Operational Risk
Framework and for the development and implementation of action plans designed to manage risk levels
within acceptable tolerances and to resolve issues identified.
37(g): Contractual maturity analysis
Investment contract policyholders have the option to terminate or transfer their contracts at any
time and to receive the surrender or transfer value of their policies, and these liabilities are therefore
classified as having a maturity of less than three months. Although these liabilities are payable on
demand, the Group does not expect that all liabilities will be settled within a short time period.
38: Fiduciary activities
The Group provides custody, trustee, corporate administration and investment management and
advisory services to external parties that involve the Group making allocation, purchase and sales
decisions in relation to a wide range of financial instruments. Those assets that are held in a fiduciary
capacity are not included in these financial statements. Some of these arrangements involve the Group
accepting targets for benchmark levels of returns for the assets under the Group’s care. These services
give rise to the risk that the Group may be accused of misadministration or underperformance.
Certain Quilter investment firms hold client money and other assets on behalf of clients and related
activities are subject to the rules set out in the FCA’s Client Assets Sourcebook (“CASS”). The Group is
not beneficially entitled to those assets and therefore neither the assets nor the related amounts due
to clients are recognised in the Group’s statement of financial position.
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
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.
37: Capital and financial risk management continued
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Notes to the consolidated financial statements
For the year ended 31 December 2023
40: Events after the reporting date
Final Dividend
Note 13 provides information on the Group’s Final Dividend in respect of 2023.
Borrowings
In January 2024, the Company entered into a £125 million five-year revolving credit facility with an option
for the Company to extend for a further two years until January 2031. This new facility replaces the
existing £125 million revolving credit facility entered into in February 2018. The facility remains undrawn
and is being held for contingent funding purposes across the Group.
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Appendix A: Related undertakings
The Companies Act 2006 requires disclosure of certain information about the Group’s related
undertakings which is set out in this note. Related undertakings comprise subsidiaries, joint ventures,
associates and other significant holdings. Significant holdings are where the Group either has a
shareholding greater than or equal to 20% of the nominal value of any share class, or a book value greater
than 20% of the company’s assets (or of the group’s net assets if the company prepares group accounts).
The definition of a subsidiary undertaking in accordance with the Companies Act 2006 is different from
the definition under IFRS. As a result, the related undertakings included within the list below may not be
the same as the undertakings consolidated in the Group IFRS financial statements. Refer to accounting
policies note 5(a) Group Accounting for further detail on the principles of consolidation.
The Group’s related undertakings along with the country of incorporation, the registered address, the
classes of shares held and the effective percentage of equity owned at 31 December 2023 are disclosed
below.
Quilter plc is the ultimate parent of the Group.
Company name Share class % Held
United Kingdom
Senator House, 85 Queen Victoria Street, London, EC4V 4AB
Blueprint Financial Services Limited Ordinary 100
Blueprint Organisation Limited Ordinary 100
Caerus Capital Group Limited Ordinary 100
Caerus Holdings Limited Ordinary 100
Caerus Wealth Limited Ordinary 100
Caerus Wealth Solutions Limited Ordinary 100
Charles Derby Group Limited Ordinary 100
Charles Derby Wealth Management Limited Ordinary 100
Cheviot Capital (Nominees) Limited Ordinary 100
Falcon Financial Advice Limited Ordinary 100
Lighthouse Advisory Services Limited Ordinary 100
Lighthouse Corporate Services Limited Ordinary 100
Lighthouse Financial Advice Limited Ordinary 100
Lighthouse Group Limited Ordinary 100
LighthouseWealth Limited Ordinary 100
Quilpep Nominees Limited Ordinary 100
Quilter Business Services Limited Ordinary 100
Quilter Cheviot Holdings Limited Ordinary 100
Quilter Cheviot Limited Ordinary 100
Quilter CoSec Services Limited Ordinary 100
Quilter Financial Advisers Limited Ordinary 100
Quilter Financial Limited Ordinary 100
Quilter Financial Planning Limited Ordinary 100
Company name Share class % Held
Quilter Financial Planning Solutions Limited Ordinary 100
Quilter Financial Services Limited Ordinary 100
Quilter Holdings Limited Ordinary 100
Quilter Investment Platform Limited Ordinary 100
Quilter Investment Platform Nominees Limited Ordinary 100
Quilter Investors Limited Ordinary 100
Quilter Investors Portfolio Management Limited Ordinary 100
Quilter Life & Pensions Limited Ordinary 100
Quilter Mortgage Planning Limited Ordinary 100
Quilter Nominees Limited Ordinary 100
Quilter Pension Trustees Limited Ordinary 100
Quilter Perimeter (GGP) Limited Ordinary 100
Quilter Perimeter Holdings Limited Ordinary 100
Quilter Perimeter Limited Ordinary 100
Quilter Private Client Advisers Limited Ordinary 100
Quilter UK Holding Limited Ordinary 100
Quilter Wealth Limited Ordinary 100
Think Synergy Limited Ordinary 100
Violet No.2 Limited Ordinary 100
1 More London Place, London, SE1 2AF
Blueprint Distribution Limited (in liquidation – 25 October 2023) Ordinary 100
Charles Derby Private Clients Limited (in liquidation – 25 October 2023) Ordinary 100
Forward Thinking Wealth Management Limited (in liquidation – 25 October 2023) Ordinary 100
IFA Services Holdings Company Limited (in liquidation – 13 October 2023) Ordinary A 95
Ordinary B 100
Lighthouse Benefits Limited (in liquidation – 25 October 2023) Ordinary 100
Lighthouse Support Services Limited (in liquidation – 25 October 2023) Ordinary 100
Lighthouse Wealth Management Limited (in liquidation – 25 October 2023) Ordinary 100
LighthouseXpress Limited (in liquidation – 25 October 2023) Ordinary 100
Luceo Asset Management Limited (in liquidation – 25 October 2023) Ordinary 100
Quilter Perimeter UK Limited (in liquidation – 13 October 2023) Ordinary 100
C/O Teneo Financial Advisory Limited,
The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT
Commsale 2000 Limited (in liquidation – 21 September 2022) Ordinary 100
IFA Holding Company Limited (in liquidation – 21 September 2022) Ordinary 100
Intrinsic Cirilium Investment Company Limited (in liquidation – 21 September 2022) Ordinary 100
Prescient Financial Intelligence Limited (in liquidation – 4 October 2021) Ordinary 100
The Falcon Group Limited (in liquidation – 10 November 2022) Ordinary 100
Atria One, 144 Morrison Street, Edinburgh, EH3 8EX
Financial Services Advice & Support Limited (in liquidation – 25 October 2023) Ordinary 100
Appendix
For the year ended 31 December 2023
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Company name Share class % Held
Ireland
Hambleden House, 19-26 Lower Pembroke Street, Dublin 2, D02 WV96
Pembroke Quilter (Ireland) Nominees Limited Ordinary 100
Quilter Cheviot Europe Limited Ordinary 100
Isle of Man
33-37 Athol Street, Douglas, IM1 1LB
Quilter Perimeter (IOM) Limited Ordinary 100
Third Floor, St George’s Court, Upper Hill Street, Douglas, IM1 1EE
Quilter Insurance Company Limited Ordinary 100
Guernsey
1 Royal Plaza, Royal Avenue, St Peter Port, GY1 2HL
Quilter Cheviot PCC Limited Ordinary 100
Jersey
3rd Floor, Windward House, La Route de la Liberation, St Helier, JE1 1QJ
C.I.P.M. Nominees Limited Ordinary 100
QGCI Nominees Limited Ordinary 100
Quilter Cheviot International Limited Ordinary 100
Germany
Wiesenhüttenstraße 11, 60329 Frankfurt am Main
Old Mutual Europe GmbH (in liquidation – 1 September 2022) Ordinary 100
Skandia Retail Europe Holding GmbH (in liquidation – 1 September 2022) Ordinary 100
United Kingdom – associate
12-14 Upper Marlborough Road, St Albans, Hertfordshire, AL1 3UR
360 Dot Net Limited Ordinary A 21.6
The Quilter Foundation (registered charity no. 1175555) is an independent charity. The Quilter
Foundation’s sole member, Quilter Holdings Limited appoints the trustees of the charity.
In addition, the following funds are consolidated and constitute related undertakings, as described
innote 5(a).
Some of the funds in the table below are subfunds of umbrella funds. The following umbrella funds are
operated or represented by Quilter entities: Quilter Investors Charity Authorised Investment Funds,
Quilter Investors Cirilium OEIC, Quilter Investors ICAV, Quilter Investors Multi-Asset OEIC, Quilter
Investors OEIC, Quilter Investors Series I and Quilter Investors Trust.
Share Class
A Accumulation
B Income
Fund name Share class % Held
United Kingdom
Senator House, 85 Queen Victoria Street, London, EC4V 4AB
Quilter Investors Absolute Return Bond Fund A 65
Quilter Investors Asia Pacific (ex Japan) Equity Fund A 66
Quilter Investors Asia Pacific (ex Japan) Large-Cap Equity Fund A 63
Quilter Investors Asia Pacific Fund A 67
Quilter Investors Bond 1 Fund B 67
Quilter Investors Bond 3 Fund B 97
Quilter Investors China Equity Fund A 39
Quilter Investors Cirilium Adventurous Passive Portfolio A 46
Quilter Investors Cirilium Adventurous Portfolio A 41
Quilter Investors Cirilium Balanced Passive Portfolio A 43
Quilter Investors Cirilium Balanced Portfolio A 34
Quilter Investors Cirilium Conservative Blend Portfolio A 35
Quilter Investors Cirilium Conservative Passive Portfolio A 39
Quilter Investors Cirilium Conservative Portfolio A 35
Quilter Investors Cirilium Dynamic Passive Portfolio A 44
Quilter Investors Cirilium Moderate Passive Portfolio A 43
Quilter Investors Corporate Bond Fund A 63
Quilter Investors Creation Balanced Portfolio A 30
Quilter Investors Creation Dynamic Portfolio A 31
Quilter Investors Creation Moderate Portfolio A 30
Quilter Investors Diversified Bond Fund A 63
Quilter Investors Emerging Markets Equity Fund A 68
Quilter Investors Emerging Markets Equity Growth Fund A 68
Quilter Investors Emerging Markets Equity Income Fund A 67
Quilter Investors Europe (ex UK) Equity Fund A 62
Quilter Investors Europe (ex UK) Equity Growth Fund A 64
Quilter Investors Europe (ex UK) Equity Income Fund A 67
Quilter Investors Global Equity Absolute Return Fund A 65
Appendix A: Related undertakings continued
Appendix
For the year ended 31 December 2023
160
Quilter plc Annual Report 2023

Fund name Share class % Held
Quilter Investors Global Equity Value Fund A&B 75
Quilter Investors Investment Grade Corporate Bond Fund A&B 56
Quilter Investors Japanese Equity Fund A 64
Quilter Investors Monthly Income & Growth Portfolio A&B 47
Quilter Investors Monthly Income Portfolio A&B 45
Quilter Investors Natural Resources Equity Fund A 60
Quilter Investors North American Equity Fund A 65
Quilter Investors Precious Metals Equity Fund A 63
Quilter Investors Sterling Corporate Bond Fund A&B 56
Quilter Investors Sterling Diversified Bond Fund A&B 62
Quilter Investors Timber Equity Fund A 67
Quilter Investors UK Equity Fund A 65
Quilter Investors UK Equity 2 Fund A 100
Quilter Investors UK Equity Growth Fund A 59
Quilter Investors UK Equity Income Fund A 66
Quilter Investors UK Equity Large-Cap Income Fund A&B 62
Quilter Investors UK Equity Mid-Cap Growth Fund A 57
Quilter Investors UK Equity Opportunities Fund A 62
Quilter Investors US Equity Growth Fund A 46
Quilter Investors US Equity Income Fund A 63
Quilter Investors US Equity Small/Mid-Cap Fund A 58
Appendix A: Related undertakings continued
161
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Strategic Report
Governance Report Other informationFinancial statements

Notes
31 December
2023
£m
31 December
2022
£m
Assets
Investments in subsidiary undertakings
4 2,162 2,150
Loans and advances
5 486 462
Deferred tax assets
6 23 4
Current tax assets 10 12
Other receivables and other assets
7 6 27
Cash and cash equivalents
8 110 126
Total assets 2,797 2,781
Equity and liabilities
Equity
Ordinary Share capital 115 115
Ordinary Share premium reserve 58 58
Capital redemption reserve 346 346
Merger reserve
9 1,359 1,359
Share- based payments reserve 42 41
Retained earnings (including profit for the financial year of £99 million
(2022: £81 million)) 671 637
Total equity 2,591 2,556
Liabilities
Provisions
10 – 4
Borrowings
11 202 203
Other payables
12 4 18
Total liabilities 206 225
Total equity and liabilities 2,797 2,781
Approved by the Board of Quilter plc on 6 March 2024.
Steven Levin
Chief Executive Officer
Mark Satchel
Chief Financial Officer
Company registered number: 06404270
Company statement of financial position
At 31 December 2023
162
Quilter plc Annual Report 2023

31 December 2023
Ordinary
Share
capital
£m
Ordinary
Share
premium
£m
B Shares
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Share-
based
payments
reserve
£m
Retained
earnings
5
£m
Total
share-holders’
equity
£m
Balance at 1 January 2023 115 58 – 346 1,359 41 637 2,556
Profit for the year – – – – – – 99 99
Total comprehensive income – – – – – – 99 99
Dividends
1
– – – – – – (65) (65)
Other movements – – – – – – (2) (2)
Exchange rate movement (ZAR/GBP)
2
– – – – – – 2 2
Equity-settled share-based payment transactions – – – – – 1 – 1
Total transactions with the owners of the Company
– – – – – 1 (65) (64)
Balance at 31 December 2023 115 58 – 346 1,359 42 671 2,591
31 December 2022 Note
Ordinary
Share
capital
£m
Ordinary
Share
premium
£m
B Shares
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Share-
based
payments
reserve
£m
Retained
earnings
5
£m
Total
share-holders’
equity
£m
Balance at 1 January 2022 116 58 – 17 1,687 42 966 2,886
Profit for the year – – – – – – 81 81
Total comprehensive income – – – – – – 81 81
Dividends
1
– – – - – – (78) (78)
Ordinary Shares purchased in the buyback programme
3
(1) – – 1 – – – –
Issue of B shares
4
– – 328 - (328) – – –
Redemption of B shares
4
9 – – (328) 328 – – (328) (328)
Exchange rate movement (ZAR/GBP)
2
– – – – – – (4) (4)
Equity-settled share-based payment transactions – – – – – (1) – (1)
Total transactions with the owners of the Company (1) – – 329 (328) (1) (410) (411)
Balance at 31 December 2022 115 58 – 346 1,359 41 637 2,556
1
Details of dividends proposed and paid during the year are disclosed in the notes to the Group’s financial statements. Please refer to the Group statement of changes in equity for further information.
2
For shares registered on the Johannesburg Stock Exchange, the amounts of proposed dividends and share buybacks are set in South African Rand on the relevant Market Announcement date which is prior to the date of payment. The impact of exchange rate movements
between these dates is recognised directly in equity. The Company held cash in South African Rand equal to the expected cash outflows and therefore was economically hedged for these payments.
3
On 11 March 2020, the Company announced a share buyback programme to purchase Ordinary Shares up to a maximum value of £375 million, in order to return the net surplus proceeds arising from the sale of Quilter Life Assurance to shareholders. During 2022,
theCompany acquired 17.7 million shares for a total consideration of £26 million and incurred additional costs of £1 million. The Company had committed to the buyback of these shares during 2021 and had recognised an accrual for £26 million as at 31 December 2021.
This was the final tranche of the share buyback programme and it was subsequently completed in January 2022. The shares, which had a nominal value of £1 million, were subsequently cancelled, giving rise to a capital redemption reserve of the same value as required
bythe Companies Act 2006.
4
On 9 March 2022, the Company announced a capital return of £328 million from the net surplus proceeds arising from the sale of Quilter International by way of a B share scheme accompanied by a Share Consolidation. Refer to note 26 to the Group’s financial statements
for further details of the capital return and Share Consolidation. Following the issue and redemption of the B preference shares as part of the B Share scheme, the Company transferred £328 million from retained earnings to the capital redemption reserve, as required
under the provisions of sections 688 and 733 of the Companies Act 2006, being an amount equal to the nominal value of the B shares redeemed. The increase in the capital redemption reserve results from the UK company law requirement to maintain the company’s
capital when shares are redeemed out of the company’s distributable profits.
5
Within retained earnings, as at 31 December 2023, there is an amount of £21 million (2022: £21 million) relating to a partial reversal, in 2022, of an impairment made in an earlier period (see note 4 for further details). The Company considers this amount to be non-
distributable.
Company statement of changes in equity
For the year ended 31 December 2023
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Governance Report Other informationFinancial statements
163

Notes to the financial statements of the Company
For the year ended 31 December 2023
1: General information
Quilter plc (the “Company”) is a public limited company incorporated in England and Wales and
domiciled in the United Kingdom with registration number 06404270.
The Company’s Registered Office is Senator House, 85 Queen Victoria Street, London EC4V 4AB.
2: Basis of preparation
The financial statements of Quilter plc for the year ended 31 December 2023 have been prepared in
accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (“FRS 101”). These
financial statements have been prepared on a going concern basis and under the historical cost
convention, as modified by the revaluation of certain financial instruments which have been recognised
at fair value through profit or loss, and in accordance with the Companies Act 2006. The financial
statements are presented in pounds sterling, which is the currency of the primary economic
environment in which the Company operates and are rounded to the nearest million.
The accounting policies adopted are the same as those set out in note 5 to the Group’s financial
statements to the extent that these are relevant to the Company’s standalone financial statements
except for the disclosure exemptions noted below. These accounting policies have been applied
consistently.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying
the Company’s accounting policies. The areas involving a higher degree of judgement or complexity,
orareas where assumptions and estimates are significant to the financial statements are disclosed
inthe critical accounting estimates and judgements section below.
The Company has taken advantage of the disclosure exemptions available under FRS 101 in relation
tothe presentation of a cash flow statement, disclosures relating to capital management, contracts
withcustomers, fair value measurement, financial instruments, impairments, related party transactions,
share based payments, share capital and comparative information for certain types of assets. The
Company has also taken advantage of the exemption from the requirement to disclose information
when the Company has not applied a new accounting standard that has been issued but is not yet
effective. Where required equivalent disclosures are included in the consolidated financial statements
ofQuilter plc.
The Company has also taken advantage of the exemption in section 408 of the Companies Act 2006
notto present its own income statement in these financial statements.
Critical accounting estimates and judgements
The preparation of financial statements requires management to exercise judgement in applying
accounting policies and make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial statements. Critical accounting estimates and judgements are
those that involve the most complex or subjective assessments and assumptions. Management uses
itsknowledge of current facts and circumstances and applies estimation and assumption setting
techniques that are aligned with relevant accounting guidance to make predictions about future actions
and events. Actual results may differ significantly from those estimates.
The areas where judgements and estimates have the most significant effect on the amounts recognised
in these financial statements are summarised below:
Area Critical accounting judgements Note
Investments in subsidiaries –
measurement
Management has applied judgement in its impairment
assessment in respect of determining the cash-generating
unit, which is the level at which largely independent cash
inflows occur. The Company’s investments in Quilter Holdings
Limited and Quilter Investors Limited each contain cash flows
generated from within the Affluent segment and management
has taken the judgement that aggregating cash flows from
these investments represents the lowest level at which largely
independent cash inflows are generated.
4
Other principal estimates
The Company’s assessment of its investment in subsidiaries for impairment uses the latest cash flow
forecasts from the Group’s three-year Business Plan to calculate the recoverable value of its trading
subsidiaries. These forecasts include estimates relating to equity market levels and growth in AuMA in
future periods, together with levels of new business growth, net client cash flow, revenue margins, and
future expenses and discount rates (see note 14 to the Group’s financial statements). Management does
not believe that the use of these estimates has a significant risk of causing a material adjustment to the
carrying amount of the assets within the next financial year.
164
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164

3: Capital and financial risk management
The material risks faced by the Company are described below.
3(a): Operational risk
Operational risk is the risk of loss arising from inadequate or failed internal processes, or from personnel
and systems, or from external events, resulting in an adverse impact to earnings or reduced solvency.
Operational risk includes all risks resulting from operational activities, excluding the risks detailed below
and excluding strategic risks and risks resulting from being part of a wider group of companies.
Operational risk includes the effects of failure of administration processes, IT and Information Security
maintenance and development processes, people and HR processes, legal risks, poorly managed
responses to regulatory change, change and physical and certain transitional financial risks arising from
climate change, risks relating to the relationship with third-party suppliers and outsourcers, and the
consequences of financial crime and business interruption events.
3(b): Credit risk
Credit risk is the risk of adverse movements in credit spreads (relative to the reference yield curve),
credit ratings or default rates leading to a deterioration in the level or volatility of assets, liabilities or
financial instruments resulting in loss of earnings or reduced solvency. This includes counterparty
default risk, counterparty concentration risk and spread risk.
The Company is exposed to credit and counterparty risk primarily arising from the investment of its
shareholder funds. Sources of credit risk are managed in line with the requirements of the Credit Risk
Policy that ensures cash is placed with highly rated counterparties and is appropriately diversified.
Credit risk exposures of the Company are monitored regularly to ensure that counterparties remain
creditworthy, that there is appropriate diversification of counterparties and that exposures are within
approved limits.
3(c): Market risk
Market risk is 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 risk arises from
changes in equity, bond and property prices, interest rates and foreign exchange rates. Market risk
arises differently across the business depending on the types of financial assets and liabilities held.
TheCompany recognises that climate change can contribute to market risk. The Company is subject
tomaterial risk in the following areas:
Interest rate risk
Interest rate risk is defined as the risk of a deviation of the actual interest rates from the expected
interest rates, resulting in the potential for a negative impact on earnings or capital and/or reduced
solvency.
An exposure exists as a result of intercompany loans (see note 5) that are linked to an underlying
variable interest rate, and so the value of these interest payments will vary if the underlying interest
ratechanges.
The Company also has subordinated debt (see note 11) that has a fixed interest rate, where the present
value of the loan would vary in the event of a change in interest rates.
3(d): Liquidity risk
Liquidity risk is the risk that there are insufficient assets or that assets cannot be realised in order to
settle financial obligations as they fall due. The Company manages liquidity on a daily basis through
maintaining adequate high-quality liquidity assets and banking facilities, regularly monitoring forecast
and actual cash flows, matching the maturity profiles of financial assets and liabilities and monitoring
anumber of key risk indicators to help in the identification of a liquidity stress. The Company maintains
and manages its local liquidity requirements according to its business needs, within the overall liquidity
framework established by the Company.
3(e): Sensitivity tests
Sensitivity analysis has been performed by applying the following parameters to the statement
offinancial position and income statement as at the reporting date.
Interest rate sensitivity
The impact of an increase and decrease in market interest rate of 1% is assessed (e.g. if the current
interest rate is 5% the test allows for the effects of an instantaneous change to 4% and 6% from the
start of the year). A 1% movement is assessed as being reasonably possible.
A decrease in interest rate of 1% would have decreased profit and shareholders’ equity by £4 million
(2022: decrease £4 million) after tax; an equal change in the opposite direction would have increased
profit by £4 million (2022: increase £4 million) after tax.
165
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Governance Report Other informationFinancial statements
165

Notes to the financial statements of the Company
For the year ended 31 December 2023
4: Investments in subsidiary undertakings
Investments in subsidiaries are stated at cost, less impairment in value. All shares held are Ordinary Shares.
31 December
2023
£m
31 December
2022
£m
Balance at the beginning of the year 2,150 2,130
Investment in subsidiary undertakings 14 –
Investment in subsidiary undertaking in relation to share-based payments 1 (1)
(Impairment)/reversal of impairment of subsidiary undertakings (3) 21
Balance at the end of the year 2,162 2,150
Investment in subsidiary undertakings
During the year, the Company increased its investments in the Employee Benefit Trust by £14 million
(2022: £nil) as part of the Group Odd-lot Offer in November 2023.
Investment in subsidiary undertakings in relation to share-based payments
Quilter plc grants rights to its equity instruments to employees of its subsidiaries under various share
based payment arrangements. In so doing, the subsidiaries receive services from employees that are
paid for by Quilter plc, thereby increasing/(decreasing) the investment that Quilter plc holds in those
subsidiaries. Quilter plc recognises the equity settled share based payment in equity, with a
corresponding increase/(decrease) in its investment in the subsidiaries. The amount recognised as
anadditional investment is based on the grant date fair value of the share options granted and is
recognised by Quilter plc over the vesting period of the respective share schemes. A decrease to
theinvestment in subsidiary undertakings is recognised when each share award vests, and shares
aredelivered to the employees.
During 2023, the Company marginally increased its investments in subsidiaries in relation to
share-based payments as listed below. During 2022, its investments in relation to share-based
payments marginally decreased.
31 December
2023
£m
31 December
2022
£m
Quilter Business Services Limited – (2)
Other subsidiaries 1 1
Total investments in subsidiaries 1 (1)
Impairments of investments in subsidiary undertakings
In accordance with the requirements of IAS 36 Impairment of Assets, the investments in subsidiaries
aretested annually for impairment by comparing the carrying value of the underlying investments to
therecoverable value, being the higher of the value-in-use or fair value less costs to sell. If applicable,
animpairment charge is recognised when the recoverable amount is less than the carrying value.
During 2022, the net asset value of Quilter Perimeter Holdings Limited and its subsidiaries increased,
leading to the partial reversal of a previous impairment, of £21 million.
2023 impairment to investment in subsidiary
During 2023, in preparation for Quilter Investors Portfolio Management Limited to be placed into
liquidation, a dividend was made to its parent, Quilter plc. Subsequently, Quilter plc fully impaired
itsinvestment in its subsidiary to recognise the reduction in the net asset value of the subsidiary.
5: Loans and advances
This note analyses the loans and advances the Company has made. The carrying amounts of loans
andadvances were as follows:
31 December
2023
£m
31 December
2022
£m
Loans to subsidiary undertakings 486 462
Total net loans and advances 486 462
All loans are held at amortised cost and repayable on demand. The loans to subsidiary undertakings
arewith Quilter Holdings Limited and are charged at base rate plus 0.5% and 10%, Quilter Perimeter
Holdings Limited, which is charged at base rate plus 0.5%, and the Employee Benefit Trust, which
attracts no interest. Given the profitability and net assets of these subsidiaries, the credit risk associated
with these loans is considered minimal. There have been no non-performing loans, loans subject to
renegotiations or material expected credit losses on loans and advances recognised in the year. The
movement in the year relates to an increased loan to the Employee Benefit Trust and capitalised loan
interest to Quilter Holdings Limited.
166
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166

6: Deferred tax assets
Recognised deferred tax assets and liabilities
Deferred income taxes are calculated on all temporary differences at the tax rate applicable to the
country in which the timing differences arise.
The following are the deferred tax balances recognised by the Company and the movements thereon,
during the current and prior reporting period.
Tax losses
£m
Closing
deferred
tax asset
£m
Assets at 1 January 2022 6 6
Income statement charge (2) (2)
Assets at 31 December 2022 4 4
Income statement credit 19 19
Assets at 31 December 2023 23 23
Deferred tax assets or liabilities are recognised to the extent that temporary differences are expected
toreverse in the foreseeable future. The timing of reversals is estimated based on the Company’s annual
Business Plan. Deferred tax assets are recognised to the extent that they are supported by the
Company’s Business Plan or where appropriate the Group’s Business Plan.
Deferred tax assets are recognised for tax losses carried forward only to the extent that realisation of
the related tax benefit is probable, being where, on the basis of all available evidence, it is considered
more likely than not that there will be suitable taxable profits against which the reversal of the deferred
tax asset can be deducted.
Sensitivity analysis shows a 20% reduction in Group future taxable profits will necessitate a £2 million
write down in the value of the current deferred tax asset.
The main rate of Corporation Tax increased to 25% with effect from 1 April 2023. This rate has been
used in recognising the Company’s deferred tax assets and liabilities.
Unrecognised deferred tax assets
The amounts for which no deferred tax asset has been recognised comprises:
31 December 2023 31 December 2022
Gross amount
£m
Tax
£m
Gross amount
£m
Tax
£m
Pre-April 2017 UK tax losses 16 4 16 4
Post-April 2017 UK tax losses – – 67 17
Total unrecognised deferred tax assets 16 4 83 21
A deferred tax asset has not been recognised as there is sufficient uncertainty to the extent it is
probable there will be future taxable profits to utilise the relevant losses. Unrecognised losses are
available to carry forward with no expiry date, subject only to the continuation of the business.
The unrecognised deferred tax asset on post-April 2017 UK tax losses has reduced from £17 million
at31 December 2022 to £nil at 31 December 2023. This followed a deferred tax asset recoverability
assessment atthe end of 2023 which is based on the latest Business Plan, and concluded that it is more
probable than not that there will be sufficient future profits in the Group to recover all post-April 2017
UK tax losses.
7: Other receivables and other assets
The note analyses total other receivables and other assets.
31 December
2023
£m
31 December
2022
£m
Due from subsidiary undertakings 6 27
Total other receivables and other assets 6 27
All amounts due from Group companies are unsecured, interest-free and settled on demand.
TheDirectors consider that the carrying amount of other receivables approximate their fair value.
8: Cash and cash equivalents
31 December
2023
£m
31 December
2022
£m
Cash at bank 9 11
Money market funds 101 115
Total cash and cash equivalents per the statement of financial position 110 126
All cash and cash equivalents are current, and recognised at amortised cost, apart from money market
investments which are recognised mandatorily at FVTPL.
Investments in money market funds are classified as cash and cash equivalents. Management holds
these investment funds for short-term liquidity purposes. The funds are highly liquid, have a strong
credit rating and a very low risk of reduction in value.
167
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Strategic Report
Governance Report Other informationFinancial statements
167

Notes to the financial statements of the Company
For the year ended 31 December 2023
9: Merger reserve
2023 Merger reserve
There have been no changes to the merger reserve during 2023.
2022 Merger reserve
On 9 March 2022, the Company announced a capital return of £328 million from the net surplus
proceeds arising from the sale of Quilter International, by way of a B share scheme accompanied
by a Share Consolidation.
10: Provisions
31 December
2023
£m
31 December
2022
£m
Balance at beginning of the year 4 4
Utilised in the year (4) –
Total provisions – 4
Sale of Single Strategy business provision of £nil (2022: £4 million)
The provision in the prior year related to sale-related future commitments made to the buyer (now
known as Jupiter Investment Management (“Jupiter”)) of the Single Strategy business, which was initially
recognised in 2018, in relation to the level of revenues for Jupiter in future years arising from funds
invested by customers of Quilter plc.
In the year to 31 December 2023, £4 million was agreed and settled relating to the 2022 measurement
year, which is the final measurement year according to the sale agreement. This was the final amount
payable under this arrangement with Jupiter.
11: Borrowings
31 December
2023
£m
31 December
2022
£m
Subordinated debt
Subordinated loan at 4.478% – 200
Subordinated loan at 8.625% 198 –
Funding – intercompany payables 4 3
Total borrowings 202 203
Amounts borrowed are held at amortised cost.
On 18 January 2023, the Company issued £200 million 8.625% Fixed Rate Reset Subordinated Notes
(due 18 April 2033) in the form of a 10-year Tier 2 bond with a one-time issuer call option after 15
months to J.P. Morgan Securities plc, paying a semi-annual coupon of 8.625% (the “Tier 2 Bond”).
Netcash proceeds of £199 million were received. After deducting structuring costs and professional
fees, the retained cash proceeds were £197 million. The bond is held at amortised cost of £198 million
at31December 2023 (2022: £nil). The Notes are now listed and regulated under the terms of the
London Stock Exchange.
On 28 February 2023, the Company repaid the existing £200 million 4.478% Fixed Rate Reset
Subordinated Notes (due 28 February 2028).
In addition, the Company has entered into a £125 million revolving credit facility which remains undrawn
and is being held for contingent funding purposes across the Group.
168
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168

12: Other payables
31 December
2023
£m
31 December
2022
£m
Due to subsidiary undertakings – 15
Accruals 4 3
Total other payables 4 18
Amounts due to subsidiary undertakings are unsecured, repayable on demand and usually settled
quarterly.
Accruals are current and short term i.e. repayable within one year.
13: Related party transactions
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 Directors and key management personnel of the Company are considered to be the same as for
theGroup. See note 39 to the Group’s financial statements for further information.
Other related party transactions
There were no other related party transactions to disclose for 2022 or 2023 other than those
referencedin note 39 to the Group’s financial statements.
14: Loan covenants
Under the terms of the revolving credit facility, the Company is required to comply with certain financial
covenants. Please refer to note 37(a) to the Group’s financial statements for further information.
15: Events after the reporting date
There are no events that have occurred, between the reporting date and the date when the financial
statements have been authorised for issue, that require disclosure except as disclosed within note 40
tothe Group’s financial statements.
Other information
Shareholder information 170
Alternative Performance Measures 174
Glossary 176
Strategic Report
Governance Report Other informationFinancial statements
169
Quilter plc Annual Report 2023

Shareholder information
Information for all shareholders
2024 key dates
The key dates for shareholders are:
16 April 2024 Last day for shares to trade cum dividend in South Africa
17 April 2024 Shares start trading ex-dividend in South Africa
18 April 2024 Shares start trading ex-dividend in the UK
19 April 2024 Final Dividend Record Date – shareholders on the register are
eligible for the Final Dividend
23 May 2024 AGM at 11:00am (UK time)
28 May 2024 Final Dividend payment date
7 August 2024 Publication of 2024 half year results, including any Interim
Dividenddetails
Dates may be subject to change. Please check our website at plc.quilter.com for further information.
Dividends
Dividend information
The Directors are recommending the payment of a Final Dividend of 3.7 pence per share. Subject to
shareholder approval at the AGM, the Final Dividend will be paid on Tuesday 28 May 2024 to
shareholders on the share register on Friday 19 April 2024.
Dividend policy
The Quilter Board targets a dividend pay-out ratio of 50% to 70% of post-tax, post-interest adjusted profit.
We expect to pay an Interim and a Final Dividend each financial year. It is expected that the Interim
andFinal Dividends will be paid in the approximate proportions of one-third (Interim Dividend) and
two-thirds (Final Dividend) of the total dividends payable in respect of a financial year, taking into
account theunderlying cash generation, cash resources, capital position, distributable reserves and
market conditions at the time.
All key dividend dates, such as ex-dividend date, Record Date and payment date will be published
onourwebsite as soon as they are announced.
Dividends paid by cheque
– shareholders on the UK share register
You can only receive your Quilter plc dividends by direct credit. We stopped paying dividend
payments by cheque in September 2022. Paying dividends by direct credit straight into your
bankor building society account rather than by cheque is a safer, quicker and easier way for
shareholders to receive their dividends while the reduction in printing, paper and postage supports
our environmental objectives. There is no fee charged by Quilter or our Registrar, Equiniti, for the
direct credit service. If you have not yet provided your bank details, it is important that you take
action as soon as possible so that you receive your dividend payments. You can do this:
Online
You can provide and maintain your UK bank or building society account details via Shareview.
Please visit www.shareview.co.uk for details on how to register.
Telephone
You can provide your UK bank or building society account details by telephoning Equiniti.
Post
You can download a Bank Mandate Form from plc.quilter.com. Alternatively, please telephone
Equiniti using the contact details on page 173. and they will send a form to you to complete.
Should you have any questions, please contact Equiniti.
170
Quilter plc Annual Report 2023

Shareholder information continued
Quilter 2024 AGM
AGM key dates
The key AGM dates for shareholders are:
17 May 2024
By no later than 5:00pm (UK time)
Written shareholder questions to be received by the Company
Secretary
21 May 2024
By no later than 11:00am (UK time)
Proxy Forms to be received by our Registrar* and requests to join
the AGM by telephone to be received by the Company Secretary
23 May 2024
11:00am (UK time)
AGM to be held
* Voting deadlines may vary depending on how you hold your shares. If you hold your shares via a CSDP, broker or nominee, please
contact them to confirm their voting deadline.
Attending the AGM
We are pleased to invite you to Quilter plc’s 2024 AGM to be held at 11:00am (UK time) on
Thursday 23 May 2024 at Senator House, 85 Queen Victoria Street, London EC4V 4AB. We look
forward to welcoming you to our meeting and value the opportunity to engage with our shareholders
to review our performance and to answer questions on the business of the meeting.
How to get to the AGM
Senator House is within
walking distance of the
following train and
underground stations:
– Bank (Central, DLR,
Northern and Waterloo &
City lines)
– Blackfriars (Southeastern
Railway, Thameslink and
Circle and District lines)
– Cannon Street
(Southeastern Railway and
Circle and District lines)
– Mansion House (Circle and
District lines)
– St Paul’s (Central line)
The venue can also be
accessed via bus routes 4, 11,
15, 17, 26, 76, 388 and 521.
St Paul’s
Bank
Mansion
House
Blackfriars
Cannon
Street
Queen Victoria Street
Princes Street
Cheapside
Cannon Street
St Paul’s Churchyard
Upper Thames Street
Millennium Bridge
Senator House
Southwark Bridge
Blackfriars Bridge
A201
River Thames
Shakespeare’s Globe
Tate Modern
St Paul’s Cathedral
City of London School
Asking a question
You can, if you wish, submit any questions you may have on the business of the meeting to the Board
ahead of the AGM by emailing the Company Secretary at companysecretary@quilter.com by 5:00pm
(UK time) on Friday 17 May 2024. If you do not plan to attend the AGM in person, this will enable you
tohave your questions answered before you vote your shares. The questions and answers will be
published on our General Meeting Hub (“GM Hub”) at plc.quilter.com/gm in advance of the voting
deadline. If you submit a question after this time, we will respond to you as soon as possible.
If you attend the AGM in person or join the meeting by telephone, you will also have the opportunity
toask a question on the day.
Joining the meeting by telephone
Shareholders can join the meeting by telephone. You will be able to listen to the meeting and also have
the opportunity to ask the Board any questions relating to the business of the meeting. Please note that
shareholders joining by telephone will not be able to vote on the day. We recommend that shareholders
appoint the Chair of the meeting as their proxy and register a voting instruction ahead of the meeting.
How to join the AGM by telephone
If you would like to join the AGM by telephone, please contact the Company Secretary at
companysecretary@quilter.com to request your individual secure dial-in details. Requests must be
received no later than 11:00am (UK time) on Tuesday 21 May 2024. The telephone line will open shortly
before 11:00am (UK time) on the day of the meeting.
Voting results and AGM information available to shareholders
The final voting results are expected to be released to the London and Johannesburg Stock Exchanges
on Thursday 23 May 2024 as soon as practical after the AGM and will be published on our GM Hub at
plc.quilter.com/gm. We will also make available the Chair’s statement. Please ensure you check the
GMHub regularly for up to date information about our AGM arrangements.
More information about the AGM
Detailed information on the AGM arrangements and how you can have your say is set out in the
2024 Notice of AGM.
Strategic Report
Governance Report
171
Quilter plc Annual Report 2023
Financial statements Other information

Information for UK shareholders
Managing your shares and staying in touch
You do not have to receive paper shareholder documentation. Many shareholders choose to receive
their communications electronically. Equiniti provide a free, convenient online service, Shareview, where
you can access your shareholding quickly and easily. If you have not already done so, you can register
forShareview by visiting www.shareview.co.uk. All you need is your Quilter Shareholder Reference
Number, which can be found on your share certificate or dividend confirmation. We will email you a
notification when any shareholder statements are available and when we announce our full and half
year results. You can also use Shareview to submit a voting instruction for any General Meetings and
tofind out when any dividends are due.
Keeping your personal information up to date
It is important that you keep the personal information we hold up to date. That way, correspondence
advising you of any changes that might affect your shareholding reaches you and any dividends are paid
to you promptly. You can do this online at www.shareview.co.uk, via the Quilter Shareholder Helpline
or by post. Contact details are on page 173.
Fraud warning
Shareholders should be wary of any unsolicited calls or documents offering unsolicited investment advice
and offers to buy shares at a discounted price. Fraudsters can use persuasive and high-pressure tactics
to lure shareholders into scams. You are advised not to give out any personal details or to hand over any
money without ensuring that the organisation is authorised by the UK Financial Conduct Authority (“FCA”)
and doing further research. If you are unsure, or think you may have been targeted, you should report the
organisation to the FCA using the share fraud reporting form available at www.fca.org.uk/scams.
Youcan also report suspected share fraud through the FCA Helpline on +44 (0)800 111 6768 or through
Action Fraud on +44 (0)300 123 2040.
Useful information
Quilter plc share register
Quilter plc listed on the London and Johannesburg Stock Exchanges on 25 June 2018. Quilter plc
has a premium listing on the London Stock Exchange and a secondary listing on the Johannesburg
Stock Exchange. The shares track under the QLT ticker.
Information for African shareholders
Managing your shares and staying in touch
You can go online to manage your shareholding at https://investorcentre.jseinvestorservices.co.za.
This enables you to view your holding, check your dividend history and update how you want us
tocommunicate with you.
Quilter would like to send you information about your shares by text message or email. We will text
you a notification when your biannual shareholder statement is available; when we announce our
results; when you can vote at any General Meetings; and when any dividends are due. If you have
not already done so, you can quickly and easily register your mobile phone and email address with
us as follows:
Online
Go to investorcentre.jseinvestorservices.co.za and register for electronic communications by
following the instructions on screen. All you need is your postcode and Shareholder Reference
Number which can be found on your share certificate.
By email
Write to investorenquiries@jseinvestorservices.co.za. Please include your email address and
mobile phone number and state that these should be used for all future communications.
Telephone
Call your Quilter Shareholder Helpline number provided on page 173 and ask for your email and
mobile number to be registered.
Dividends
For your security, Quilter will only pay your dividends to the bank account currently registered with our
Registrar, JSE Investor Services. To register your bank details please contact JSE Investor Services using
the contact details on page 173.
Dividend currency
All dividends will be declared in pounds sterling for shareholders on the UK register and Rand for
shareholders on the South African register. The foreign exchange rate is determined the day before
theDirectors declare the dividend.
Did you know?
You do not need to hold a paper share certificate. By holding your shares electronically you can buy
andsell shares more easily and protect your holding to help prevent fraud. You can find out more
bycontacting JSE Investor Services using the contact details on page 173.
Shareholder information continued
172
Quilter plc Annual Report 2023

Contact our UK Registrar, Equiniti
If you have a question about your shareholding,
please contact Equiniti.
Post
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Online
help.shareview.co.uk
Telephone
+44 (0)333 207 5953*
* Lines are open Monday to Friday between 8:30am and 5:30pm
(UK time), excluding public holidays in England and Wales.
Contact our African Registrars
Shareholders on the South Africa
Register
Post
JSE Investor Services (Pty) Limited
PO Box 10462, Johannesburg, 2000, South Africa
By email
investorenquiries@jseinvestorservices.co.za
Telephone
086 140 0110/086 154 6566* (calling from
SouthAfrica)
+27 11 029 0251/+27 11 029 0253* (calling from
overseas)
Shareholders in Namibia
Post
Transfer Secretaries (PTY) Limited
PO Box 2401
Windhoek, Namibia
By email
ts@nsx.com.na
Telephone
+264 (0)61 227 647*
* Lines open 8:00am to 4:30pm, Monday to Friday,
excluding public holidays.
Shareholders in Malawi
Post
National Bank of Malawi plc
Legal Department
PO Box 945
Blantyre, Malawi
By email
legal@natbankmw.com
Telephone
+265 (0)182 0622/+265 (0)182 0054*
Shareholders in Zimbabwe
Post
Corpserve Registrars (PVT) Ltd
PO Box 2208
Harare, Zimbabwe
By email
corpserve@escrowgroup.org
Telephone
+263 (0)242 751 559/+263 (0)242 751 561*
Contact information
Strategic Report
Governance Report
173
Quilter plc Annual Report 2023
Financial statements Other information

Alternative Performance Measures
We assess our financial performance using a variety of alternative performance measures (“APMs”).
APMs are not defined under IFRS but we use them to provide further insight into the financial performance,
financial position and cash flows of the Group and the way it is managed. APMs should be read together
with the Group’s consolidated financial statements, which include the Group’s statement of comprehensive
income, statement of financial position and statement of cash flows, which are presented on pages
104to 107. Further details of APMs used by the Group in its Financial review are provided below.
APM Definition
Adjusted profit before tax Adjusted profit before tax represents the Group’s IFRS profit, adjusted for
specific items that management consider to be outside of the Group’s normal
operations or one-off in nature, as detailed on page 120 in the consolidated
financial statements. The exclusion of certain adjusting items may result in
adjusted profit before tax being materially higher or lower than the IFRS profit
after tax.
Adjusted profit before tax does not provide a complete picture of the Group’s
financial performance, which is disclosed in the IFRS consolidated statement
of comprehensive income, but is instead intended to provide additional
comparability and understanding of the financial results.
A detailed reconciliation of the adjusted profit before tax metrics presented,
and how these reconcile to IFRS, is provided on page 34 of the Financial
review. Adjusted profit before tax is referred to throughout the Chief
Executive Officer’s statement and Financial review, with comparison to the
prior year explained on page 32.
A reconciliation from each line item of the Group’s IFRS income and expenses
to adjusted profit before tax is provided in note 7(c) to the consolidated
financial statements.
Adjusted profit after tax Adjusted profit after tax represents the post-tax equivalent of the adjusted
profit before tax measure, as defined above.
Revenue margin (bps) Revenue margin represents net management fees, divided by average
AuMA. Management use this APM as it represents the Group’s ability to earn
revenue from AuMA.
Revenue margin by segment and for the Group is explained on page 32 of
theFinancial review.
Operating margin Operating margin represents adjusted profit before tax divided by total net
revenue.
Management use this APM as this is an efficiency measure that reflects the
percentage of total net revenue that becomes adjusted profit before tax.
Operating margin is referred to in the Chief Executive Officer’s statement and
Financial review, with comparison to the prior year explained in the adjusted
profit section on page 32.
Gross flows Gross flows are the gross client cash inflows received from customers
duringthe period and represent our ability to increase AuMA and revenue.
Gross flows are referred to in the Financial review on page 32.
APM Definition
Net flows Net flows are the difference between money received from and returned
to customers during the relevant period for the Group or for the business
indicated.
This measure is a lead indicator of total net revenue. Net flows is referred
tothroughout this document, with a separate section in the Financial review
onpage 32.
Assets under Management and
Administration (“AuMA”)
AuMA represents the total market value of all financial assets managed and
administered on behalf of customers.
AuMA is referred to throughout this document, with a separate section in
theFinancial review on page 32.
Average AuMA Average AuMA represents the average total market value of all financial
assets managed and administered on behalf of customers. Average AuMA is
calculated using a 7-point average (half year) and 13-point average (full year)
of monthly closing AuMA.
Non-core AuMA Non-core AuMA and associated gross and net flows represents assets
managed on behalf of businesses we have sold together with some legacy
funds which are in run-off and remain in outflow.
Total net revenue Total net revenue represents revenue earned from net management fees,
investment revenue and other revenue listed below and is a key input into
the Group’s operating margin.
Further information on total net revenue is provided on page 33 of the
Financial review and note 7(c) in the consolidated financial statements.
Net management fees Net management fees consist of revenue generated from AuMA, fixed fee
revenues including charges for policyholder tax contributions, interest
earned on client holdings, less trail commissions payable. Net management
fees are presented net of trail commission payable as trail commission is a
variable cost directly linked to revenue, which is a treatment and presentation
commonly used across our industry. Net management fees are a part of total
net revenue and is a key input into the Group’s operating margin.
Further information on net management fees is provided on page 33 of the
Financial review and note 7(c) in the consolidated financial statements.
Other revenue Other revenue represents revenue not directly linked to AuMA (e.g.
encashment charges, closed book unit-linked policies, adviser initial fees
and adviser fees linked to AuMA in Quilter Financial Planning (recurring
fees)). Other revenue is a part of total net revenue, which is included in the
calculation of the Group’s operating margin.
Further information on other revenue is provided on page 33 in the Financial
review and note 7(c) in the consolidated financial statements.
Investment revenue Investment revenue includes interest on shareholder cash balances
(including cash at bank and money market funds).
Further information on investment revenue is provided on page 33 in the
Financial review and note 7(c) in the consolidated financial statements.
174
Quilter plc Annual Report 2023

Alternative Performance Measures continued
APM Definition
Operating expenses Operating expenses represent the costs for the Group, which are incurred
to earn total net revenue and excludes the impact of specific items that
management considers to be outside of the Group’s normal operations
or one-off in nature. Operating expenses are included in the calculation
ofadjusted profit before tax and impact the Group’s operating margin.
A reconciliation of operating expenses to the applicable IFRS line items
is included in note 7(c) to the consolidated financial statements, and the
adjusting items excluded from operating expenses are explained in note 7(b).
Operating expenses are explained on page 33 of the Financial review.
Cash generation Cash generation is calculated by removing non-cash generative items from
adjusted profit after tax, such as deferrals required under IFRS to spread fee
income and acquisition costs over the lives of the underlying contracts with
customers. It is stated after deducting an allowance for net cash required
to support the capital requirements generated by new business offset by a
release of capital from the in-force book.
Cash generation is explained on page 35 of the Financial review.
Asset retention The asset retention rate measures our ability to retain assets from delivering
good customer outcomes and investment performance. Asset retention
reflects the annualised gross outflows of the AuMA during the period as a
percentage of opening AuMA. Asset retention is calculated as: 1 – (annualised
gross outflow divided by opening AuMA).
Asset retention is provided for the Group on page 31.
Net inflows/opening AuMA This measure is calculated as total net flows annualised (as described above)
divided by opening AuMA presented as a percentage.
This metric is provided on page 31.
Quilter channel gross sales per
Quilter Adviser
This measure represents the value created by our Quilter distribution
channel and is an indicator of the success of our multi-channel business
model. The measure is calculated as gross flows generated by the Quilter
channel through the Quilter Investment Platform, Quilter Investors or
Quilter Cheviot (annualised) per average Restricted Financial Planner in
bothsegments.
This metric is provided on page 31.
Return on Equity (“RoE”) Return on equity calculates how many pounds of profit the Group generates
with each pound of shareholder equity. This measure is calculated as
adjusted profit after tax annualised divided by average equity. Equity is
adjusted for the impact of discontinued operations, if applicable.
Return on equity is provided on page 31.
Adjusted diluted earnings
pershare
Adjusted diluted earnings per share is calculated as adjusted profit after tax
divided by the diluted weighted average number of shares.
A view of adjusted diluted earnings per share and the calculation of all EPS
metrics, is shown in note 12 to the consolidated financial statements.
APM Definition
Headline earnings per share The Group is required to calculate headline earnings per share in accordance
with the Johannesburg Stock Exchange Listing Requirements, determined by
reference to the South African Institute of Chartered Accountants’ circular
1/2023 Headline Earnings. This is calculated on a basic and diluted basis.
For details of the calculation, refer to note 12 of the consolidated financial
statements.
Dividend pay-out ratio The dividend pay-out ratio is an indicator of the total amount of dividends
paid to shareholders in relation to the Group’s profits expressed as a
percentage. It is calculated by dividing the recommended total dividend
(in £millions) by the post-tax, post-interest adjusted profit (in £ millions).
Strategic Report
Governance Report
175
Quilter plc Annual Report 2023
Financial statements Other information

Glossary
Term Definition
Affluent Quilter’s business operations which provide solutions for customers with up
to £500,000 in investable assets
AuA Assets under administration, which unless stated otherwise, reflects gross
AuA before intra-group eliminations
AuM Assets under management, which unless stated otherwise, reflects gross
AuM before intra-group eliminations
AuMA Assets under management and administration – for more details see
Alternative Performance Measures on page 174
CAGR Compound annual growth rate
Client Facing Individuals (CFIs)
Individuals who provide discretionary investment management services to clients
and/or advisers who are licensed to advise clients of Quilter Cheviot in line with
individual circumstances and investment objectives
Company Quilter plc
COVID-19 Coronavirus disease 2019
FCA Financial Conduct Authority
FRC Financial Reporting Council
GHG Greenhouse gas
Group Quilter plc and its subsidiaries
High Net Worth Predominantly customers with over £250,000 of investable assets
HMRC His Majesty’s Revenue & Customs
ICARA Internal Capital Adequacy and Risk Assessment
IFAs Independent Financial Advisers, meaning advisers who provide advice on an
independent basis, based on a comprehensive analysis of the whole market
and free from any restriction
IFRS The International Financial Reporting Standards as adopted by the United
Kingdom
Investment manager (IM) Individual who provides investment advice and investment management
services to private clients of Quilter Cheviot in line with individual
circumstances and investment objectives
ISA Individual Savings Accounts
JSE Johannesburg Stock Exchange
Lighthouse Lighthouse Group plc was acquired on 12 June 2019. The Company changed
its name to Lighthouse Group Limited on 19 February 2021
Listing Reference to Quilter plc listing on the London and Johannesburg Stock
Exchanges on 25 June 2018
LSE London Stock Exchange
OECD Organisation for Economic Co-operation and Development
Term Definition
ORSA Own Risk and Solvency Assessment
Own funds Capital resources determined on the basis of the Solvency II balance sheet
PRA Prudential Regulation Authority
Productivity Also referred to as ‘gross flows per adviser’. For definition, see Alternative
Performance Measures on page 175
PTP Platform Transformation Programme
Quilter channel Advisers who are part of Quilter Financial Advisers, Quilter Financial Planning
or Quilter Cheviot Financial Planning
Restricted Financial Planners
(RFPs)
Advisers who advise on a defined range of products and investment
solutions, including investment solutions offered by the Group and by third
parties that have been pre-researched by the Group
Scope 1, 2 & 3 GHG emissions Greenhouse gas emissions are categorised into three groups or ‘scopes’ by
the most widely-used international accounting tool, the Greenhouse Gas
(GHG) Protocol. Scope 1 and 2 cover direct emissions sources (e.g., fuel used
in company vehicles and purchased electricity), Scope 3 emissions cover all
indirect emissions due to the activities of an organisation
SCR Solvency Capital Requirement, the regulatory capital requirement under
Solvency II
SMCR Senior Managers and Certification Regime
Standard Formula The regulatory formula used to determine capital requirements for insurance
entities under Solvency II. This formula broadly represents the potential loss
of own funds calibrated to a 1-in-200 likelihood level
Subordinated debt A fixed interest debt instrument that ranks below other debt in order of
priority for repayment in the event of liquidation
Revenue generating role Colleagues in roles which generate revenue for the Group. These roles
include but are not limited to Restricted Financial Planners, investment
managers and fund managers
176
Quilter plc Annual Report 2023

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Design and production

Quilter plc
Registered office:
Senator House
85 Queen Victoria Street
London EC4V 4AB
Registered number: 06404270.
Registered in England and Wales.
plc.quilter.com