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Brighter financial futures
for every generation
Quilter plc Annual Report 2024
Strategic Report
2024 highlights 1
Chair’s statement 2
Chief Executive Officers review 3
Our markets 6
Our strategy 7
Our business model 8
Key performance indicators 10
Section 172 (1) statement 12
Stakeholder engagement 13
Our people 16
Responsible investment 21
Corporate sustainability 22
Being a responsible business 30
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
Operating within a robust
governance framework 45
Board of Directors 46
Governance at a glance 49
Principal Decisions of the Board in2024 50
Governance in Action Spotlights 56
Board Corporate Governance and
Nominations Committee Report 57
Board Audit Committee Report 64
Board Risk Committee Report 72
Remuneration Report 77
Board Remuneration Committee Report 77
Directors’ Remuneration Policy 82
Annual Report on Remuneration 92
Directors’ Report 105
Financial statements
Statement of Directors’ responsibilities 110
Independent auditors’ report 111
Group consolidated financial statements 118
Notes to the consolidated
financialstatements 12 1
Appendix 174
Parent Company financial statements 176
Other information
Shareholder information 182
Alternative performance measures 18 6
Glossary 188
At Quilter, we believe in brighter
financial futures for every generation.
Our core values – do the right thing,
always curious, embrace challenge and
stronger together – continually drive us
inthe way we behave with our customers,
partners and each other.
Quilter plc listed on the London and Johannesburg Stock Exchanges on 25 June 2018. Quilter has
aprimary listing on the London Stock Exchange anda secondary listing on the Johannesburg
StockExchange.
2024 highlights
During 2024, the Group delivered
significant increases in flows,
strongadjusted profitgrowth and
achieved itsoperatingmargin
targetsearly.
Alternative performance measures (“APMs”)
We assess our financial performance using a variety of
measures including APMs, as explained further on page 186.
These measures are indicated with an asterisk (*).
Financial performance highlights
Strategic highlights
Strength of dual-distribution strategy demonstrated through a significant increase
ingross and net inflows across both the Quilter and Independent Financial Adviser
(“IFA) channels.
Maintained status as the largest discrete retail advised platform in the UK by assets
under administration and new business flows.
Improved operating margin by two percentage points to 29%, ahead of our target
of25% by 2025.
Continued focus on building distribution, enhancing our proposition and
drivingefficiency.
Advice transformation programme remains on track.
Acquisition of NuWealth to accelerate our digital capabilities.
Restricted Financial Planner numbers broadly stable.
Operational highlights
Record core net inflows of £5.2 billion, with each quarter incrementally stronger than
the previous, and strong flows in both Quilter and IFA channels.
Bringing our High Net Worth advice and investment management teams together
within the Quilter Cheviot legal entity, following FCA approval.
Increased number of Quilter Partners firms to nine since 2023 launch.
WealthSelect surpassed £18 billion in assets, and is now one of the leading MPS
offerings intheUK market.
£35 million Simplification Phase Two annualised run-rate savings achievedfrom a
target of £50 million by end 2025.
£119.4bn
£106.7bn
2024 2023
£5.2bn
£0.8bn
2024 2023
£196m
£167m
2024 2023
£(34)m
£42m
2024 2023
10. 6p
9.4p
2024 2023
29%
27%
2024 2023
Assets under management and
administration (AuMA”)*
£119.4bn
+12%
Core net flows*
£5.2bn
>100%
Adjusted profit before tax*
£196m
+17%
IFRS (loss)/profit after tax
£(34)m
>(100%)
5.9p
5.2p
2024 2023
Recommended total dividend
per share
5.9p
+13%
Adjusted diluted earnings
pershare*
10.6p
+13%
Operating margin*
29%
+2ppts
Governance Report Other information
1
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Chairs statement
Dear shareholder
I am pleased to introduce our 2024 Annual Report,
in which we set out the significant progress and
achievements the Company has made in the year.
Despite the challenges in the global external
markets, regulatory change in our industry and fiscal
changes introduced by the new UK government,
wehave made good progress on delivering our
strategic goals whilst importantly remaining
focusedon how we deliver for our stakeholders.
Performance
In 2024, we delivered record levels of new
business flows, revenues and profits. Overall core
Group inflows totalled £16.0 billion gross and
£5.2billion net. Platform reported inflows totalled
£12.4billion gross, £5.6 billion net, making us the
leading UK advised platform for total assets and
new business. Our High Net Worth segment
improved new business inflows which were
42%higher than the previous year. We also
delivered record profitability, reporting adjusted
profit of £196 million and a two-percentage point
improvement in theoperating margin to 29%,
overthe course ofthe year.
We have continued to invest in our business
bothorganically through adding distribution and
inorganically through the acquisition of NuWealth
which, as Steven discusses overleaf, adds to both
our proposition and distribution capabilities.
The Board has dedicated time in 2024 to the
Ongoing Advice Review. You can read more
aboutthis on pages 3 and 4.
Shareholder returns
2024 was a year of excellent returns for our
shareholders. We delivered a total shareholder
return of 58% in sterling terms (and 54% in ZAR
terms on the JSE), outperforming both our peers
and the FTSE-100 and FTSE-250 indices.
TheBoard is recommending to shareholders
atour 2025 Annual General Meeting (AGM)
aFinalDividend of 4.2 pence per share. Takenwith
our Interim Dividend of 1.7 pence per share paid
inSeptember 2024, the full year dividend will be
5.9 pence per share which is an increase of 13%
over the 2023 level.
Governance
The views of our shareholders remain an
important influence on our boardroom
discussions. Once again, we maintained a high
level of engagement with existing and potential
shareholders in the year. I continued my
programme of engagement and in early 2025
Imet with a number of shareholders in the UK and
South Africa covering topics including corporate
governance, executive remuneration and Board
composition and succession planning.
You can read about the engagement with
ourshareholders on the proposed changes
toourremuneration policy, led by our Board
Remuneration Committee Chair, on page 78.
People and culture
A key area of focus for the Board in 2024 was
overseeing the embedding of our new target
culture, and we were pleased with the progress
made. You can read more about how our
colleagues embraced this change onpages 16 and
17. Inthe year, the Board oversaw the evolution
ofourpurpose – brighter financial futures for
every generation. Our purpose is supported by
our values – do the right thing; always curious;
embrace challenge; and stronger together –
whichwere refreshed in 2024 in an exercise led
byour colleagues who strive toachieve these
values every day.
Quilter’s commitment to corporate sustainability
is outlined on pages 22 to 29. During the year,
management continued to oversee our progress
as a responsible investor and our own
commitments to a low carbon economy. In
addition, we have continued to have a positive
impact in the communities in which we operate
asset out on page 14.
Inclusion and diversity
We continue to strive towards a truly diverse
culture where all can thrive, and management’s
ambitions in this regard are set out inthe latest
Inclusion and Diversity Action Plan. You can read
more about this Action Plan and our progress
against the targets on page 18.
I am pleased to confirm that as at the year end,
theBoard met all the commitments set out in our
Board Diversity Policy and the requirements of the
UK Listing Rules. 40% of our Board are women,
asare the Chair and the Senior Independent
Director, and we have one Board member of
aminority ethnic background.
Board matters
The Board welcomed Chris Hill and Alison Morris
in the year and our sincere thanks go to
TazimEssani and Paul Matthews who stood
downat our AGM in May 2024. Later in the year,
Tim Breedon also retired from the Board and we
are grateful to Tim for his contribution. As you
mightexpect, the Board will continue to evolve
over time in line with the expectations set out
inthe 2024 UK Corporate Governance Code.
Conclusion
Quilter had a positive year in 2024 in terms of
operational and strategic progress and we look
tothe future with confidence. On behalf of the
Board, I would like to thank all mycolleagues
forthe significant progress made in 2024 and
inparticular thank our Chief Executive Officer,
Steven Levin, and his management team for
whathas been achieved. I am grateful to our
shareholders for their ongoing support for Quilter.
Ruth Markland
Chair
Ruth Markland
Chair
2
Quilter plc Annual Report 2024
Chief Executive Officers review
When I took on the role of Chief
Executive Officer in late 2022, it was clear
that we needed to apply more urgency to
our transformation plans. Our net inflows
were running at 2% of opening assets, our
operating margin was well below peers,
and we needed to improve efficiency.
Asaresult of our efforts over the last two
years, I am pleased to report that Quilter
is in much stronger shape today. We have
a well-positioned High Net Worth
franchise and the UK’s largest, fastest
growing, scale adviser platform in our
Affluent segment. We are primed for
future growth.
2024 performance
In 2024, we delivered:
revenue growth of 7%, four percentage points
higher than cost growth of 3%. That led to a
two-percentage point increase in our operating
margin to 29%;
record core net inflows of £5.2 billion, with
incrementally higher gross and net inflows
achieved in each successive quarter of the year;
and
record adjusted profit of £196 million, an increase
of 17% (2023: £167 million).
Across our two segments:
Our High Net Worth segment increased revenue
by 7% to £226 million (2023: £211 million). After
maintaining growth investment, we delivered a
17% increase in adjusted profit before tax to
£48million (2023: £41 million).
Affluent segment revenues increased by 8% to
£424 million (2023: £393 million) reflecting higher
advice and management fee revenues combined
with a higher contribution from interest income
on the shareholder capital which supports the
segment. This revenue growth combined with
strong cost management led to a 19% increase in
adjusted profit to £148 million (2023: £124 million).
Group adjusted profit before tax of £196 million
represents the Group’s IFRS result, adjusted for
specific items that management consider to be
outside of normal operations or one-off in nature.
The Group’s IFRS loss after tax was £34 million
compared to a profit of £42 million in 2023.
Principal differences between adjusted profit and
the IFRS result are due to non-cash amortisation
ofintangible assets, business transformation
expenses (which are pre-funded and expensed as
incurred), finance costs, the impact of policyholder
tax positions on the Group’s results and, in 2024,
the customer remediation exercise provision in
respect of the cost of undertaking additional work,
together with the potential cost of client redress.
We expect business transformation expenses
toremain elevated in 2025, reflecting remaining
spend on our Simplification programme, but to
reduce substantially thereafter.
Total Group adjusted diluted earnings per
sharewere 10.6 pence, an increase of 13%
(2023:9.4pence). On an IFRS basis basic EPS was
(2.5)pence per share compared to 3.1 pence per
share for 2023, with the decline largely reflecting
the provision in respect of the Ongoing Advice
Review and costs of undertaking the review.
Shareholder returns and capital
Our increased profit in 2024 supports a higher
dividend of 5.9 pence per share for the year
(2023:5.2 pence). This represents a pay-out
ratioof 59% (2023: 61%).
We have a strong balance sheet with a Solvency II
ratio of 219% after an accrual for payment of the
Final Dividend and allowing for the customer
remediation exercise provision of £76 million.
Given the strength of our balance sheet, once
theOngoing Advice Review is more advanced, the
Board expects toundertake a review of our capital
needs, foreseeable requirements and expected
future cash and capital generation to consider
whether the Group has excess capital and
whether the current distribution strategy remains
appropriate.
Ongoing advice
Delivering advice is central to how we operate,
andwe have policies in place that underline the
need for advisers to meet their ongoing servicing
obligations. We believe that a well-delivered
ongoing advice service, tailored to the individual
needs of the client, should be the foundation of
anenduring beneficial and trusted relationship
between client and adviser to help people make
the most of their money. As such, we welcome the
announcement made by the Financial Conduct
Authority (“FCA”) on 24 February 2025 regarding
ongoing advice services.
In June 2024, a Skilled Person was appointed to
conduct a review and provide a view to the FCA
onwhether the delivery of ongoing advice services
by Appointed Representative firms in the Quilter
Financial Planning (“QFP) network was compliant
with applicable regulatory requirements. This
work is well advanced, and the final report is
expected to be submitted to the FCA in the
second quarter of 2025.
As the review has progressed, the analysis of our
historical data and practices has supported our
view that, except in limited cases, where clients
have paid for ongoing service, this has been
provided. We also note that the actual number
ofcustomer complaints received by Quilter on
thisissue remains low. Although the Skilled Person
Review is yet to complete and will be the subject
offurther discussions with the FCA, we have
concluded that in those limited instances where
clients may not have been provided with the
expected level of service from their adviser,
someform of client remediation is likely to be
appropriate. Our best estimate of the cost of
undertaking this work, together with potential
costof client remediation (plus interest), amounts
to some £76 million and accordingly we have
recognised a provision for this amount.
In line with FCA guidance, we would encourage
any clients who believe that they have paid for
andnot received an ongoing advice service from
their adviser to contact us directly rather than
approaching a Claims Management Company.
Thiswill ensure that any amounts that may be
dueto them are received in full.
We also have the ability to seek appropriate
reimbursement from the relevant advisers
whohave been unable to demonstrate that
theongoing servicing paid for by the client
wasprovided.
As the broader advice regulatory landscape
continues to evolve, including through the
AdviceGuidance Boundary Review, we are fully
Steven Levin
Chief Executive Officer
Governance Report Other information
3
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Chief Executive Officer’s review continued
supportive of the FCA’s intention to review the
rules on ongoing advice to make sure that they
remain fit for the future and help as many people
as possible to access high quality support to build
brighter financial futures for themselves.
Flows and investment performance
Our business generated excellent inflows in
2024, reflecting the strategic initiatives put in
place over the last few years. Most importantly,
our performance accelerated over the course of
the year with each quarter incrementally
stronger. Total net inflows in our core business
were 5% of opening assets, or 4% after non-core
net outflows. Both High Net Worth and Affluent
performed well relative to their respective
market peers.
Our High Net Worth segment continued to
deliver very good levels of new business flows.
This performance was achieved despite
experiencing higher than historical average
outflows predominantly reflecting increased
investor activity, including that associated with
pre-UK Budget tax planning in the latter part
ofthe year.
Within our Affluent segment, we were
particularly pleased with the improvement in net
inflows onto our Platform. We were the leading
advised platform for new business flows and
remain the largest single discrete UK retail
advised platform by assets.
High Net Worth investment performance has
been strong. Discretionary client portfolios
outperformed the ARC PCI Steady Growth peer
group indices over 1, 3 and 5 years; and in the
ARCPCI Equity Risk category, they outperformed
over 1 and 5 years, with a small 25bps
underperformance over 3 years (figures to end
December 2024). High Net Worth Core Managed
Portfolio Solutions outperformed the respective
IA sectors over all time periods. Within Affluent,
we continued to deliver good performance from
our WealthSelect managed portfolio range.
Cirilium Passive and Blend also continued to
perform as expected given relative underweight
positions in the Magnificent-7 US stocks. Over
thelast few years, our WealthSelect MPS range
has overtaken Cirilium asthe preferred solution
for advisers and reflects the increasing shift
byindependent advisers to outsourcing their
clientinvestment solutions to managed
portfolioson platforms.
Business improvement
Distribution
In our High Net Worth segment, we continue to
invest in our advice capability across the UK and
internationally in our Dublin and Jersey offices,
increasing the size and breadth of the client types
we can attract. We plan to grow our client-facing
professional headcount (Investment Managers
and Restricted Financial Planners) to around 300
over time through developing existing staff and
external recruitment.
The Quilter channel across both segments 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 in the
first half of the year reflecting a combination of
natural attrition and retirements but increased
modestly in the second half;
adviser productivity. In 2024, we achieved a
14%increase in annual gross flow per adviser to
£3.2million (2023: £2.8 million). This means that
while adviser numbers declined modestly in 2024,
during the year the Quilter channel delivered a
46% increase in net inflows to £2.9 billion (2023:
£2.0 billion); and
adviser assets managed within our propositions.
During 2024, we undertook back-book transfers,
of c.£800 million (2023: c.£750 million).
Proposition
Our Platform and investment solutions are both
market-leading propositions. Both are competitively
positioned and offer consistent value to our
customers. Initiatives to improve our market share
of new business flows delivered strong results
which, in turn, led to a significant increase in net
inflows. IFA gross inflows onto the Platform
increased by 68% to £8.8 billion (2023: £5.3 billion).
This reflects the quality of our core platform and
adviser support staff, and improvements in our
sales effectiveness which has led to increased
market share. We continue to enhance our
proposition through the provision of value-added
tools and services, such as family linking pricing,
faster payment services and our CashHub cash
management offering.
Our dual distribution strategy means that all
Quilter products and services are available to both
our advisers and independent financial advisers.
The strong usage of products and solutions by
third parties demonstrates that they are
competitive with market alternatives and are
bothcustomer focused and competitively priced.
Our unbundled pricing is fully aligned with the
Consumer Duty principles and puts client choice
atthe heart of our business.
In September 2024 we acquired NuWealth, a
smallonline Direct to Consumer (“D2C”) business.
This acquisition accelerates our digital capabilities,
enabling us to onboard clients directly. The
acquisition will broaden our propositions and
addanother channel to our distribution capability.
It is not our intention to compete directly with the
established players in the D2C market. Instead,
ourgoal is that NuWealth will support advisers
tonurture early-stage clients who can grow into
core advisory relationships over time.
Through NuWealth, we will provide financial
education and intuitive tools which are aligned
with our advice processes to foster better investing
habits and put customers in control of their
financial journey. This will allow Quilter to support
clients at an earlier stage in their lifetime wealth
journey, before their assets have reached a level
that would normally require face-to-face advice.
Asthese clients’ wealth and financial complexities
evolve, they will be able to transition to a more
tailored advisory service, thereby creating an
additional pipeline for future growth.
Strategic transformation
Our change programmes remain on track and are
contributing to improved performance.
1. High Net Worth
Following FCA approval of our application to
provide financial advice from the Quilter Cheviot
legal entity, we have been focused on getting
thenecessary administration and IT updates
formalised ahead of taking up the permissions.
From the second quarter, Quilter Cheviot will
operate as a directly authorised, fully integrated
business, allowing a more seamless approach to
client servicing and providing scope for business
efficiencies.
2. Affluent: Quilter Channel
Having declined in the first half, our number
ofrestricted advisers increased modestly in
thesecond half of 2024. Natural attrition and
retirements was partially offset by recruitment
and graduates from our Academy, with increased
adviser productivity supporting an increase in
gross new business flows.
We continued to invest in our Quilter Partners
hubs, which combine increased investment and
Platform alignment with the entrepreneurial drive
and focus of owner-operated businesses. By the
end of February 2025, nine firms had joined Quilter
Partners which is in line with our initial plans.
Our goal of building a more efficient operating
model to deliver further improvements in adviser
productivity and client experience is progressing
to plan, with expected delivery over a two to
three-year horizon.
4
Quilter plc Annual Report 2024
3. Simplification Phase Two
We remain on track to achieve our second stage
Simplification target of £50 million of cost savings
by end 2025 on a run-rate basis. The programme
covers the simplification of our governance and
internal administration processes, together with
our Advice Transformation and High Net Worth
initiatives. By end-2024, £35 million of these
savings were delivered on a run-rate basis.
Completion of this programme will support
ourambition of operating sustainably above a
30% operating margin over the medium term.
Culture
During 2024, we undertook a strategic refresh
ofour purpose which is “brighter financial futures
forevery generation. This was supported by an
employee led refresh of our values – do the right
thing; always curious; embrace challenge; and
stronger together – which our colleagues strive
toachieve every day.
Looking forward
As I have outlined, I am very pleased by the
progress we have made to position Quilter for
thefuture. The strength and breadth of our
businesses means Quilter is uniquely positioned
in the UK wealth market:
In our High Net Worth segment our 14 onshore
offices provide nationwide coverage. We offer an
integrated advice and investment management
proposition to those clients who require this,
oreach service separately for those clients
whodo not need both from us. Our approach
isrelationship led and our business balances
meeting complex client needs while retaining
theintimacy and client focus of a traditional
wealth manager.
Our Affluent segment is a leading large-scale
player in UK Wealth. Our Platform and
investment solutions businesses benefit from
operating leverage as assets grow and
economies of scale are realised. Reflecting this,
our strategy is to maximise distribution by
supporting advice through both our restricted
and independent channels.
When we look across the UK savings and
investment landscape, it is clear that too many
people have insufficient savings. Quilter believes
UK Government policy should be directed at
encouraging those individuals to build greater
financial self-sufficiency. For those who do save,
many do so disproportionately in cash savings
with numerous studies concluding that the UK
consumer over-saves but under-invests. We are
concerned that this may lead to a wealth-gap
emerging for future pensioners, with them living
on lower incomes than could have been attained
through better financial planning.
Studies conducted by Quilter show that
consumers who take financial advice tend to have
a greater proportion of their wealth in long-term
investments and achieve better financial
outcomes relative to those who do not. Financial
advisers across the market use Quilter as a
gateway to access a wide range of fund solutions
on an industry-leading platform which supports
their clients’ investment goals. Instilling a wider
long-term investing culture in the UK would
increase the likelihood of a well-funded retirement
for most individuals. As the UK’s second largest
advice firm, Quilter will play a leading role in
supporting consumers who want to build
themselves a brighter financial future.
Over the next decade, we expect a transformation
in the way that financial advice is delivered to
customers, both through technological change
facilitating higher adviser productivity, and
regulatory changes such as the expected outputs
from the Advice Guidance Boundary Review.
Wewill ensure our business is at the forefront
ofembracing these changes.
With the business now primed for growth, we
areevolving our strategic goals towards a more
outward focus:
1. Grow distribution
We achieved our Core net inflow target of 5%
ofopening balances in 2024. We expect the
environment for UK savings to remain
constructive. UK households need to invest more,
lower interest rates should heighten focus on
longer-term investment products, and lower
inflation increases the ability to invest. We aim
todeliver market leading net new business flows.
Bygradually improving our share of a growing
market, while maintaining persistency levels in
linewith long-term trends, we expect to continue
delivering net flows of around 5% of opening
balances, through the cycle.
2. Enhance propositions
Our open, unbundled business model is, by its
nature, highly customer-centric. We will continue
to innovate and anticipate future client needs.
Wewill create new propositions to support the
development of a stronger UK investment culture.
Our investment in NuWealth will allow us to
accelerate development of digital distribution and
propositions. Delivering brighter financial futures
for our customers is central to our philosophy.
3. Be future fit
We will complete our current Simplification
programme and further improve our operating
margin, over time, while investing in our business
to deliver our growth objectives. We will continue
to evolve our culture and talent to ensure we are
regarded as a high-performing organisation.
Outlook
Business performance was excellent in 2024,
andwe look to 2025 and beyond with confidence.
Ourcustomer-centric business model, dual
channel distribution, and commitment to
operational efficiency, backed by a strong balance
sheet, positions us well to support our clients on
their wealth-building journey. We have started
2025 well with net inflows running ahead of the
corresponding period in 2024. Our current view
ofthe remainder of the year embeds the
followingassumptions:
Market levels sustain the solid momentum that
has characterised early 2025 and the broader
environment remains conducive to improving
new business flows.
In line with Bank of England commentary, we
expect UK interest rates to gradually decline
from current levels, albeit the pace of easing
remains uncertain. Although this will reduce the
investment income generated on shareholder
cash, it should increase demand for longer-term
investment products from clients and be
supportive to equity market valuation levels.
We see a strong opportunity to continue to
capture market share and are primed for growth.
As a result, we expect cost growth of around 5%
in 2025, before the benefit from Simplification,
aswe increase growth investment spend.
In addition, we expect a £5 million increase
(annualised) in costs arising from the change
inEmployer’s National Insurance rates. We also
expect the FSCS levy to double to approximately
£8 million from 2024 levels.
As a result of the above, we expect a cost base
ofaround £500 million in 2025. This is expected
tolead to a mid to high single digit increase in
adjusted profit in 2025, with the pace of cost
investment broadly matched to that of revenues
and with accelerating profit growth in 2026 and
beyond.
Steven Levin
Chief Executive Officer
Governance Report Other information
5
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Our marketsOur markets
Quilter is a UK focused wealth
manager. We provide services to
the High Net Worth and Affluent
segments of the UK population,
helping provide for their brighter
financial futures.
We also support our clients during the
decumulation phase, in retirement, to ensure
theduration of their assets matches their
expected lifestyle.
The market in which Quilter operates offers
long-term growth potential with the onus on
individuals in the UK totake responsibility for
theirfinancial futures and their need for support
in making their decisions. Our integrated business,
including advice solutions, is well positionedto
meet our clientsneeds.
Economic climate and
UK Budget tax changes
While 2024 saw some improvement in market
conditions with larger levels of new business
flows across the market and higher equity
market levels, there were still some challenges
for the wealth management industry. A change
in the UK Government, who introduced changes
to capital gains and inheritance taxes in the
October UK Budget, created market uncertainty
ahead of the announcement. The introduction
of new rules led to increased engagement
between advisers and clients to understand
thenew tax rules and the potential impact on
their assets. UK interest rates eased in 2024
butdid not fall as much as initially expected
dueto inflationary pressures. Although there
isa consensus that rates will fall further in 2025,
thepace of this remains uncertain and may
havean impact on investor confidence.
Making financial
advice more accessible
There is continued need for consumers to have
access to and support from financial advice,
allowing individuals and families to make well
informed investment and saving decisions. The
Financial Conduct Authority recently took steps
toward addressing the “advice gap” in the UKwith
proposals aiming to create a simplified financial
advice regime identified through the Advice
Guidance Boundary Review. A proposition that
aims to ensure customers have access to timely
and affordable financial help, provides significant
longer-term opportunity that will be relevant to
full-service UKwealth managers such as Quilter.
Large market with growth trends
The UK wealth management market is positioned
for growth. According to a Fundscape report on
the retail wealth management industry, on a
realistic five-year compound annual growth rate
basis, Investment platforms are projected to grow
11.6%, while the direct discretionary segment is
expected to grow 4.2%. Additionally, there is also
agrowing emphasis on individuals to take personal
responsibility for their financial future. Thus,
building relationships with younger generations
asthey begin investing for retirement is key for
advice businesses and will drive future growth.
Technology and digital
innovation
The wealth management industry has continued
to embrace technology with digital innovation.
Investing in technology enables us to improve
productivity and provide our customers with
more seamless, personalised experiences
across both our High Net Worth and Affluent
segments. Adopting a digital client experience
can help ensure compliance and streamline
these processes, thereby fostering collaborative
and better relations between clients and
advisers. Over 165,000 customers now use
ourPlatform mobile app, enabling day-to-day
engagement with their wealth goals.
Attractive attributes within the
UK wealth management market
The UK wealth management industry
demonstrates attractive strong structural
growth trends built on long-term relationships
with customers, recurring revenues and high
customer retention rates. UK wealth managers,
such as Quilter, with scale, brand recognition,
operating leverage and capacity to fund
technological and digital investment, are well
positioned to continue to meet client needs
anddeliver good customer outcomes.
Key trends
6
Quilter plc Annual Report 2024
Our strategy
Our strategy is focused on meeting the needs of our clients across the UK
and elsewhere. Our goal is to support our clients to build brighter financial
futures for every generation.
Financial advice is core to our client proposition
and so we aim to grow the number of advisers
who work with us by broadening and deepening
our distribution, enhancing our propositions,
andimproving the efficiency of our operations.
We have made significant progress through the
year against our three areas of strategicfocus.
Strategic focus Progress in 2024
Grow distribution
Broadly stable Quilter channel adviser numbers.
Quilter Partners firms increased to nine across our Network.
Improved strategic alignment of adviser force.
Transferred c.£800 million of Quilter advised assets onto our Platform
fromthird party platforms.
Leading UK retail advised platform for new business flows.
Largest discrete UK retail platform in the advised market.
Continued build out of Jersey and Dublin financial planning offices.
In a consolidating industry, maintaining market leading
strength in distribution is key. Our goals are to improve
retention and alignment of the Quilter channel advisers, add
client facing individuals in our High Net Worth segment, and
broaden and deepen our relationships with the Independent
Financial Adviser community.
Enhancing propositions
WealthSelect launched on four peer platforms.
Launched CashHub on Quilter Platform.
Acquired NuWealth.
Launched new High Net Worth solutions strategies.
Within High Net Worth, bolstered our professional connections
withour Big-4 offering forpartners of accountancy firms.
Our market is highly competitive. To remain an industry leader,
we need to be agile, responsive and market focused. This involves
delivering good investment performance to clients through the cycle,
ensuring that our Platform and investment solutions remain market
leading to meet the needs of both adviser and client needs, providing
exceptional service and being competitive in the value we offer.
Be future fit
Delivered £35 million of targeted run-rate cost savings as at the end
of2024. We remain on track to achieve our Simplification Phase Two
target of £50 million of run-rate cost savings by the end of 2025.
Advice technology and operating model transformation programme
well underway with the Group already experiencing productivity
benefits and cost savings.
Since Listing in 2018, we have made very good progress
at optimising and simplifying our business. We are in the
latter stages of our Simplification journey which is focused
on achieving efficiencies from investment in technology and
simplifying our governance structures. Our Platform and
investment solutions business are highly scalable which will
lead to further improvements in our operating margin, over time.
Governance Report Other information
7
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Quilter is a UK focused wealth manager. Supporting financial
advice is central to our propositions. We offer services to clients
and their advisers. Our Platform and investment solutions
are available on similar terms to both our own advisers and
independent advisers, enabling us to remain competitive with
thirdparty market offerings in terms of pricing and proposition,
thereby ensuring good client outcomes.
Two segments with strong distribution
channels
High Net Worth
Delivering growth by partnering with specialist intermediaries
to offer relationship led advice, and bespoke investment
solutions.
Affluent
We aim to be the leading scale provider of administration and
investment services to financial advisers across the market.
Broad UK advice distribution network
Our own restricted adviser force, coupled with Independent
Financial Advisers (“IFAs”), are the distribution channels for our
Platform and solutions. Our restricted advisers are provided with
a matrix of products which they utilise to service their customers.
This provides them with a wide range of suitable products
wherewe have used our scale to ensure value for money and
confidence in the suitability of products on offer. Ourrestricted
advisers operate under regulatory authorisation overseen by us
and benefit from marketing, compliance oversight and
administrative support. For IFAs, we provide a range of services
from a market-leading investment platform toback-office and
technical support. This approach reinforces and strengthens
ourposition in the market.
The size of our Platform
With c.£85 billion of assets under administration as at
31December 2024, we arethelargest discrete platform in
theretail advised market, offering best-in-class technology
withthebenefits of our scale to clients at sustainable and
competitive prices.
Our own investment solutions
As well as the third party funds on our Platform, we also offer
our own solutions which are structured to support the advice
process, and allow for client choice in terms of investment style
(active or passive, risk appetite and ESG preferences).
Two distribution channels
We administer and manage client assets
thathave originated from financial
advisersthrough two channels: our own
Quilter advisers and Independent
FinancialAdvisers (“IFAs).
Two investment approaches
1. For clients in our Affluent segment,
weadminister assets on the Quilter
Investment Platform. Assets on the
Quilter Platform are invested across
thec.250 fund management groups and
c.3,000 fund offerings on our Platform,
including our Cirilium (fund of fund) and
WealthSelect (Managed Portfolio) range.
2. High Net Worth clients’ assets are
managed through either a bespoke
Discretionary Managed Portfolio or
through our Managed Portfolio service.
Two segments
Our business model
Affluent
clients
(with at least £50,000
of assets to invest)
High Net Worth
individuals
(with at least £250,000
of assets to invest)
The power of two
What makes us different
8
Quilter plc Annual Report 2024
How we make money
1
HNW revenue total includes ‘other revenue
of £2m.
2
Affluent revenue total includes ‘other
revenue of £10m.
3
Quilter retains 15-20% of all fees generated
by Quilter Financial Planning advisers.
4
Includes initial and Mortgage and Protection
5
2024 average assets.
High Net Worth
Affluent: Quilter
Affluent: IFA
Customers
We help customers plan their finances to
ensure a more secure financial future.
£16bn
Gross inflows
Advisers
We help financial advisers to run a more
successful and efficient business.
Awards
Schroders UK Platform Awards 2024:
UK Platform of the Year Winner.
UK Leading Platform for Model Portfolio
Services.
DFM Bespoke Defaqto award – Expert rated.
City of London Wealth Management Awards–
Wealth Manager of the Year.
Strong Trustpilot ratings for Quilter, Quilter
Cheviot and Quilter Cheviot Financial
Planning.
Shareholders
We aim to deliver attractive shareholder
returns. We aim for a dividend payout ratio
ofbetween 50% – 70% of post-tax, post-
interest adjusted profit.
Advice fee
We earn a share of revenues
generated 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 fee
Administration fees are charged
toclients on a quarterly basis,
representing a percentage of the
value of their investment under
administration.
Management fee
Clients pay an annual management
charge based on their assets under
management by Quilter.
Investment revenue
Interest earned on shareholder cash
balances (including cash at bank and
money market funds).
High Net Worth Affluent
Discretionary Fund
Management fee: 70bps
Advice fee: c65bps
Investment
revenue
Share of
fees
3,4
FY 2024
revenues
2
£424m
FY 2024
revenues
1
£226m
Managed
Assets
5
Advised
Assets
5
Administered
Assets
5
£80bn
£28bn
£3bn
£30bn
Managed
Assets
5
Advised
Assets
5
Platform fee: 25bps
Management fee: 36bps
Total
revenue
split
Revenue contribution
£36m £74m £108m £196m
£198m£19m
£7m
Investment
revenue
+7%
Y-o-Y
+8%
Y-o-Y
Highlights
£30bn
Revenue margins in the above represent the revenue margins that Quilter retains.
Governance Report Other information
9
Quilter plc Annual Report 2024
Financial statements
Strategic Report
The following Key
performance indicators
(“KPIs”) seek to track
the achievement of our
strategic priorities and
express the benefits
delivered for all our
stakeholders.
Financial KPIs
Number of clients Number of Restricted
Financial Planners (“RFPs”)
Number of Client Facing
Individuals (“CFIs”)
Gross flow market share Net flows as a % of opening
AuMA (core)
Productivity
(Quilter channel)
Definition
Based on the number of
households or clients served by
High Net Worth. Affluent client
numbers are identified as
individuals, or corporate or trust
entities actively using our
Platform.
Advisers licensed to advise across
Pensions, Investment and
Protection Solutions, but only
permitted to recommended
products and solutions from
providers on the Quilter Financial
Planning restricted panel.
Individuals providing
discretionary Investment
Management (“IM”) services to
clients and/or advisers licensed
to advise Quilter Cheviot clients
in line with individual
circumstances and investment
objectives.
Total Platform gross sales as a
percentage of the retail advised
platform market gross flows,
provided by Fundscape.
Total core net inflows as a
percentage of opening core
AuMA. This measure evaluates
the level of inflows during the
period in relation to the opening
asset base and excludes market
movements.
Quantum of new gross flows
generated by Quilter Restricted
Financial Planners into our
Platform and solutions, divided
by the number of average RFPs.
2024 Performance
533,756
+5%
1,440
(3%)
243
(0.4%)
15.2%
+2.6ppts
5%
+4ppts
£3.2m
+14%
467,245
36,160
473,879
35,010
498,945
34,811
202220232024
1,373
67
1,419
70
1,442
60
202220232024
179
60
174
70
176
67
202220232024
202220232024
11.3%
12.6%
15.2%
202220232024
2%
1%
5%
202220232024
£2.3m
£2.8m
£3.2m
Affluent 
High Net Worth
Affluent 
High Net Worth
IMs 
RFPs
Affluent client numbers increased
by 5% in the year, with a strong
contribution from the Quilter
channel (+8%).
HNW client numbers declined 1%
as growth in higher value Quilter
channel clients was offset by a
reduction in lower value clients
inthe IFA channel.
Affluent RFP numbers declined
in the period as recruitment and
Quilter Academy additions were
offset by retirements.
Quilter Cheviot Financial
Planning (“QCFP”) declined in
theyear, as adviser leavers
marginally offset recruitment
and Quilter Academy joiners.
The total number of CFIs
decreased by one, primarily due
to Restricted Financial Planner
leavers, which were offset by
anincrease in Investment
Managers.
Investment Manager numbers
increased on a net basis due to
promotions, partially offset by
retirees and other leavers.
The Quilter Platform’s market
share increased year-on-year,
reflecting the quality of our core
platform and adviser support
staff, and improvements in our
sales effectiveness.
Core net flows as a percentage
ofopening AuMA was +5%.
We delivered strong
performance during 2024 with
each quarter demonstrating
incremental improvement
compared to the preceding
quarter. This outcome reflects
the strategic initiatives that
management have put in place
over the last few years.
The increase in productivity
reflects initiatives to improve
strategic alignment among our
RFPs, coupled with strong gross
inflows and continued progress
in transferring Quilter
Restricted Financial Planner
back-books.
Outlook for 2025
We aim to increase the number
of clients served by broadening
and deepening our distribution
reach.
Seek to grow RFP numbers
sustainably.
We plan to grow our client facing
professional headcount (IMs and
RFPs) to around 300 over time
through developing existing staff
and external recruitment.
Build out investment
management proposition.
Aim to further increase our
Platform’s market share.
Target building core net inflow
growth to c.4–5% of opening
AuMA on average, through the
cycle.
Continue to improve
productivity through a
combination of buying books
ofbusiness to accelerate
productivity of newly graduated
RFPs, and investing in
technology to support
back-office efficiency
improvements.
Key performance indicators
10
Quilter plc Annual Report 2024
Financial KPIs Non-financial KPIs
Operating margin Adjusted profit before tax IFRS (loss)/profit after tax Employee engagement Female representation
in senior management
Ethnic diversity representation
in senior management
Scope 1 & 2 Greenhouse Gas
(“GHG”) emissions
Definition
Represents adjusted profit
before tax divided by total net
revenue. Operating margin is an
efficiency measure that reflects
the percentage of adjusted profit
before tax generated from total
net fee revenues.
This 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.
IFRS (loss)/profit after tax from
continuing operations.
“Overall engagement” score as
captured in the all-employee
engagement survey, measured
by “Peakon.
Proportion of females within our
senior management team.
Proportion of ethnic diversity
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).
2024 Performance
£29%
+2ppts
£196m
+17%
£(34)m
>(100%)
8.0/10
+0.4/10
41%
(2)ppts
6%
(3)ppts
1,062 tCO
2
e
(11%)
202220232024
22%
27%
29%
202220232024
£134m
£167m
£196m
20222023
£175m
£42m
£(34)m
2024 202220232024
7.4/10
7.6/10
8.0/10
202220232024
36%
43%
41%
202220232024
4%
9%
6%
2020
(baseline)
20232024
3,375 tCO
2
e
1,191 tCO
2
e
1,062 tCO
2
e
We remain ahead of our target
toachieve 25% operating margin
by 2025, as a result of increased
total net revenues, continued
strong cost management and
the benefits of our Simplification
programme.
Total net revenue increased 7%
supported by higher net
management fees, advice
revenue and revenue generated
on corporate cash balances.
Operating expenses were 3%
higher, as a result of inflationary
increases and planned business
investment, partially offset by
Simplification cost savings.
The change from IFRS profit in
2023 to a loss in 2024 reflects
the variances in policyholder tax
outcomes due to market gains
inthe year, the provision for the
customer remediation exercise
and the cost of the Skilled
Person Review. This is partially
offset by an improvement in the
adjusted profit result.
Communication and engagement
activity supported the score
improvement, including
all-employee conferences
designed to engage colleagues on
strategy, culture, customers and
positive market perception. Over
80% of attendees rated these
events as informative or very
informative.
At 31 December 2024, Quilter
exceeded the 2025 target set
inits Inclusion and Diversity
Action Plan of 40% female
representation within the senior
management team in line with
the FTSE Women Leaders
Review.
At 31 December 2024, Quilter
had not met its internal ethnicity
target within the senior
management team for 2024.
Thesenior management team
isa small population and its
demography is sensitive to
smallchanges in the underlying
population. The Company does
not expect its progress toward
the 2027 Inclusion and Diversity
Action Plan target of 13% ethnic
diversity representation to be
linear.
In 2024, we made material
restatements to our previous
year’s emissions, including our
baseline year to ensure we are
reporting in accordance with
theGHG Protocol.
Scope 1 and 2 emissions were
69% lower than the 2020
baseline, primary due to the
delivery of our Workplace
Strategy which considers our
office footprint in relation to
changing workspace demands.
Outlook for 2025
Complete our Simplification
programme, enhancing
efficiency and reducing
complexity, with total benefit
of£50 million of annualised
costsavings expected by the
endof2025.
Operating margin improving
from a c.30% base, over time.
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
reflecting expense towards
ourSimplification Phase Two
programme and investment
inadvice transformation, are
expected to reduce substantially
from end-2025.
Aim to maintain strong
engagement scores from
colleagues, as measured in our
employee engagement survey,
Peakon. Management has
planned activity in continued
support of our target culture,
including the embedding of our
refreshed purpose and values.
Leading through change can be
challenging, and management is
aware that continued effort is
required to maintain and improve
the engagement scores.
Maintain our target of at least
40% female representation in
senior management by the
endof 2025, in line with the
recommendations in the FTSE
Women Leaders Review and as
set out in our Board Diversity
Policy.
We are taking deliberate action
to build a robust pipeline of
diverse talent with a focus on
inclusive recruitment, targeted
development programmes and
addressing barriers as outlined
in our Inclusion and Diversity
Action Plan. We remain
committed to meeting our
internal goal of 13% ethnic
diversity representation within
our senior management team
by2027.
Going forward, we anticipate
acontinuation of incremental
reductions each year as we
implement energy saving
opportunities across our offices
and source renewable energy
contracts where we control the
office energy procurement.
Governance Report Other information
11
Quilter plc Annual Report 2024
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 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’s employees;
the need to foster the Company’s business
relationships;
the impact of Quilters 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 –
brighter financial futures for every generation,
it is critical for the Board to balance the needs,
interests and expectations of our key
stakeholders. At times these competing
stakeholder views can appear to be at odds
and in order to achieve long-term success, it is
the Board’s role to balance 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 Board remains
focused on ensuring good customer outcomes
and preventing customer harm, in line with
obligations under the FCA’s Consumer Duty.
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 2024, can be
read on pages 50 to 56.
Quilters stakeholders
The Board has identified six key stakeholder groups whose interests 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
financial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 3,017 full-time,
part-time and contract
staff who work to support
Quilter’s customers
andadvisers.
Advisers
Colleagues
Communities
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.
12
Quilter plc Annual Report 2024
Advisers
Stakeholder engagement
Advisers expect Quilter to:
Provide an investment platform and support
which 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.
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 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 their customers.
The Chief Executive Officer attended various
adviser events throughout the year, ensuring
adviser feedback formed part of updates to
the Board.
The Chair and a number of the Non-executive
Directors joined management at an adviser
event, Q-Live, in April 2024, meeting directly
with advisers to listen to their experiences of
working with Quilter.
The Board discussed and endorsed continuing
investment in technology that advisers use to
support our customers.
What was the outcome of that
engagement?
Quilter continues to offer support for people
to enter the financial advice profession, with
routes to qualification including a graduate
support programme under our Adviser
Academy. In 2024, we have invested in our
Adviser Academy and94 students successfully
completed theirchosen qualifications during
the year.
Following its introduction in 2023, Quilter
Partners has been extended giving a
franchise-style” model to advisers and
increasing the number of ways that advisers
can work with Quilter. Nine firms are now
Quilter Partners.
Our colleagues expect Quilter to:
Create a values-led culture that is open
andinclusive.
Invest in the development of its people
sothatthey can deliver excellent service
toourcustomers.
Offer an attractive reward structure and
acompelling colleague proposition.
Support the wellbeing of all colleagues.
Listen to ideas, suggestions and concerns,
andtake action as appropriate.
How does the Board engage
with colleagues?
The Board reviews biannual reports from
theHuman Resources Director on the Group’s
people, culture and ways of working, and
closely monitors colleague engagement
survey scores. This includes metrics
measuring our colleagues’ response to
Quilters new purpose and values.
The Group Chief Executive Officer and the Chief
Financial Officer hosted a number of colleague
conferences to help colleagues understand
more about our Company, the economic and
financial impact of our performance, the
progress we are making in delivering our
strategy and how we support customers. Other
topics included the launch of our refreshed
purpose and values and recognition.
Colleagues were asked to provide feedback
onthe topics covered at the conferences.
All Non-executive Directors took part in a
Talent Engagement programme, meeting
colleagues across a broad spectrum of careers
including potential successors to the current
executive team, high performing managers,
rising talent, and senior female talent.
The Workforce Engagement Director attended
certain meetings of the Employee Forum and
with the Cultural Diversity Network Chairs.
The Board endorsed management’s
recommendation to offer a 2024 Save As You
Earn (“SAYE”) Scheme for all colleagues, noting
the benefit in aligningcolleagues’ interests to
that of our shareholders. You can read more
about our SAYEScheme on page 99.
What was the outcome of that
engagement?
Colleague understanding of the Group’s
strategy improved with the Peakon score
increasing to 8 out of 10 as at September 2024.
Colleague engagement with our new
purpose– brighter financial futures for every
generation – increased from 8.2 to 8.5,
indicating a strong resonance with colleagues
across Quilter.
The Board endorsed the Group’s 2024-2027
Inclusion and Diversity Action Plan.
Quilter has won a number of external awards
including “Best employee voiceawarded by
the simplys – The Digital Internal
Communications Awards.
Colleagues
Governance Report Other information
13
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Stakeholder engagement continued
Our communities and suppliers
expectQuilter to:
Contribute to the communities in which
Quilter operates and where our products
andservices are used.
Behave responsibly, including understanding
our environmental impact.
Treat suppliers fairly and professionally.
How does the Board engage with its
communities?
By overseeing the delivery of Quilter’s
corporate sustainability agenda, including
broader ESG matters, which affects
customers, colleagues, communities
andtheenvironment.
By receiving updates on the Quilter
Foundation (the “Foundation”) and the
successes and progress made to deliver
theFoundation’s objectives.
The Board received updates on the
Foundation’s initiatives including strategic
partnerships with MyBnk, which promotes
financial education, and the Brokerage, which
aims to break down barriers in the workplace
and create a more diverse workforce.
What was the outcome of that
engagement?
Employees across the Group were offered
theopportunity to volunteer their time to
support charities and organisations with
over900 volunteering hours recorded.
Quilter supported colleagues who made a
difference to causes that matter to them,
resulting in donations to 22 charities totalling
over £160,000 inclusive of matched funding.
The Chief Executive Officer regularly engages
with the media and industry bodies on
pensions and savings.
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 is updated by the Chief Executive
Officer on customer related matters, including
customer related strategic initiatives such
asproduct and propositional developments,
enhancements to customer-facing and back
office technology. These strategic
developments were further considered at
theBoard Strategy Day held in May 2024.
The Board and the Board Risk Committee
have been briefed on customer experience
and customer journeys, communication and
branding strategy. All Board and Committee
papers include, where appropriate, analysis
ofthe impact on customers of business
proposals.
Customer is an important component
oftheexecutive scorecard which drives
remuneration outcomes for our senior
executive team. The Board Remuneration
Committee oversees the outcomes of the
metrics set in the scorecard.
The Board’s Consumer Duty Champion
supports the Chair, the Chief Executive Officer
and the whole Board to raise the Consumer
Duty regularly at Board meetings and all other
relevant discussions.
What was the outcome of that
engagement?
The Board and the Board Risk Committee
oversaw the process for the Group and its
UKregulated subsidiaries to complete the
firstannual Consumer Duty assessment in
July2024. These assessments set out how
Quilter is delivering good outcomes for its
customers, supporting them to achieve their
financial objectives, and avoiding foreseeable
harm. You can read more about the work of
theBoard on the Consumer Duty on page 53.
Management was encouraged to enhance
colleague awareness and training on support
for vulnerable customers.
Quilter sponsored The Investing and Savings
Alliance’s (“TISA”) Vulnerable Customer
conference.
CashHub was launched, which enables
customers to manage their cash savings
alongside their Quilter investments, providing
greater visibility of finances through a
singlelogin.
Communities Customers
2024 Trustpilot rating
4.5 “excellent
Quilter’s Trustpilot customer satisfaction
score has improved from 4.2 in 2023.
How does the Board engage with
itssuppliers?
Strong supplier partnerships are necessary
to provide effective and efficient support
forour customers and advisers. The Board
Risk Committee receives updates on the
performance of our key suppliers and
Quilters third-party risk management with
substantive matters reported to the Board.
The Board Risk Committee reviewed and
reported to the Board on the Group’s cyber
risk and control environment, including the
threat posed by the risk of ransomware
attacks on both the Group and our material
third-party suppliers. It was also briefed on
the performance ofthird parties in respect
of resilience, data security, and operational,
business and financial issues.
What was the outcome of that
engagement?
Quilter held a proactive dialogue with its
suppliers regarding geopolitical events,
disasters and conflicts which may impact
their financial resilience or the services that
they provide to us. This ensures that we
understand their needs and how we can
work together to support our customers.
Operational resilience is crucial for ensuring
the business can continue to deliver
important business services during
disruptions. The Board Risk Committee
reviewed and approved the Important
Business Services and Impact Tolerance
Thresholds required to ensure that services
to clients and advisers could be managed
inthe event of business disruption.
We aim to treat suppliers fairly and pay them
promptly in accordance with best practice.
£160k+
Donated to charities inclusive
ofmatchedfunding.
14
Quilter plc Annual Report 2024
Our investors expect Quilter to:
Develop a strategy that ensures long-term
shareholder value and sustainable earnings,
supported by a resilient business model
thatgenerates growth and reliable cash flow
for both shareholders and debt investors.
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 Companys strategy,
governance and performance. The Chair,
ChiefExecutive Officer and Chief Financial
Officer, with support from the Head of
Investor Relations, conducted over 200
meetings in 2024 with shareholders,
debtholders and prospective investors.
The Chair of the Board Remuneration
Committee met with representatives from
larger institutional shareholders to discuss
proposed changes to the Directors’
Remuneration Policy.
The Chief Executive Officer and Chief Financial
Officer participated in investor conferences to
engage with existing and prospective investors.
Holding an Annual General Meeting which was
accessible for all shareholders, including those
based overseas. We also strongly encouraged
shareholders to engage with us by voting
before the meeting if they were unable to
attend in person.
What was the outcome of that
engagement?
The Board considers investor feedback on
anongoing basis, both from management
feedback and via our corporate brokers.
We received more than 99% of votes cast
infavour of the majority of resolutions voted
on by our shareholders at the 2024 AGM
(andmore than 93% of votes cast in favour
ofall but one of the resolutions).
Continuing dialogue with our major South
African shareholders on the precautionary
resolution in respect of political donations/
expenditure proposed at each Annual General
Meeting in line with routine market practice
for UK listed companies, to avoid any
inadvertent technical breach of UK company
law. You can read more on page 55.
In February, the Chair conducted a governance
roadshow to meet with representatives of our
major shareholders. She briefed them on key
matters impacting Quilter and listened to their
thoughts and views.
Investors
200+
meetings held with shareholders,
debtholders and prospective investors
in2024.
Our regulators expect Quilter to:
Operate in an open and transparent manner
with its regulators, its customers and the
financial markets both as a Wealth 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.
Manage Quilter’s operations in a prudent
manner, being appropriately capitalised
andwith sufficient liquidity to enable it to
discharge itsobligations.
Fulfil regulatory responsibilities through
theapplication of policies and practices,
includingmanaging our conduct risk.
How does the Board engage with the
Group’s regulators?
Quilter maintains a constructive and open
relationship with our regulators and members
of the Board have regular meetings with our
UK regulators.
Our UK regulators engage with us to discuss
their objectives, priorities and concerns and
how they affect our business.
The Board Risk Committee monitors key
regulatory matters and areas of interest
andreceives updates on the status of material
regulatory relationships and current areas
offocus.
What was the outcome of that
engagement?
Through the approval of Quilters first annual
Consumer Duty assessment in July 2024, the
Board endorsed action plans for the Group
and its UK regulated subsidiaries to enhance
how the Duty is embedded.
Given the strategic importance of regulatory
matters, the Board discussed regulatory
change including the Consumer Duty and
thepotential impacts of the Advice Guidance
Boundary Review, and the acquisition of
NuWealth.
Quilter responded to regulatory information
requests, consultations and surveys on
specific areas of our business, including topics
such as operational resilience and the
Consumer Duty.
Regulators
Governance Report Other information
15
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Our people
We do this by guiding our customers and their families through the
complexity of planning for their future, responding to their rapidly evolving
needs, and giving them peace of mind.
We act with integrity and are proudly
committed to going above and beyond
in service of our clients and the support
we provide our communities.
We continuously seek new ideas and
knowledge so we are one step ahead
of our clients’ needs.
We look for inspiration everywhere and
encourage experimentation, recognising
that this is how we create brilliant
solutions for brighter futures.
We aim high to transform our potential
into meaningful outcomes.
With ambition as our driving force and
a steadfast commitment to growth, we
succeed for the good of every generation.
Combining our diverse talents,
we accomplish more collectively than
we ever could do alone.
We speak openly, actively listen and
support each other, and constructively
challenge and embrace newideas.
We seek empowerment and demonstrate
ownership and trust, with the confidence
to make impactfuldecisions.
Do the right thing
We do the right thing
Always curious
We are forward-thinking and curious
Embrace challenge
We set bold objectives for impactful results
Stronger together
We achieve remarkable outcomes together
Our purpose
Brighter financial futures for every generation
Our values
Our four core values continually drive us in the way we behave with our stakeholders
You can read more about how the Board
oversaw the culture transformation
programme on page 56.
Our refreshed purpose and values
Having set the target culture in 2023, we wanted
to engage colleagues across the business to
ensure that Quilter’s purpose, and the values
underpinning it, are appropriate and would
resonate and inspire them in their day-to-day
activities. A collaborative process was run
Group-wide to ask colleagues and customers to
provide their thoughts on the behaviours Quilter
colleagues should demonstrate to enable them
todeliver for our stakeholders, each other and
especially our customers. The Board endorsed
therefreshed values in June2024.
How the values were
communicated
Quilters refreshed purpose and values were
launched at an all-colleague conference in July.
The Chair, Ruth Markland, Chief Executive Officer,
Steven Levin, and Executive Committee members
led discussions on culture, purpose and values.
Quilter’s nominated culture champions shared
their experience of how they had got involved
andwhat it meant for them in their roles
supporting customers and advisers.
81%
of colleagues responding rated the July all-
colleague conference as informative or very
informative and colleague feedback included
feeling inspired, proud and connected with the
refreshed purpose and values.
Evolving our culture
2024 has been an important year
for Quilter as we embed our target
culture to support the delivery
of our strategic ambitions. We
recognise that in setting ourselves
ambitious goals we need to invest
inour people and equip colleagues
to deliver for our stakeholders.
Quilters culture is demonstrated in the way we
behave – how we interact with each other, with
customers and stakeholders, the values we hold
and the decisions we make. We want to create
aculture in which our colleagues can thrive and
feellistened to. Where we embrace ambition,
takeaccountability and ownership, and adopt
alearning mindset where we seek new
opportunities, ideas and knowledge to help
ustoimprove and succeed.
16
Quilter plc Annual Report 2024
How Quilter is embedding the
target culture, purpose and values
Culture workshops have been held across the
business, with over 600 colleagues involved and
exploring what the refreshed purpose and values
means for them. Individual teams have dedicated
time to discuss how they can work together to
make a positive impact in what they do and how
they do it.
Over
600
colleagues
& 125
customers
participated in workshops and feedback sessions
to refresh our values.
Building capability
We recognise the importance of building talent
from within Quilter. In 2024, training and
development has been largely focused on
supporting our people on the culture change
programme and ensured that the new values
areembedded appropriately across the Group.
Key initiatives undertaken include:
1. Senior management engagement
Setting the tone from the top, senior management
were invited to attend a series of workshops and
briefings on the culture in recognition of their
pivotal role in ensuring that the expected
behaviours are embedded across the Group.
In addition, Quilter’s most senior managers,
identified through Executive succession planning,
joined the Forward Institute’s Fellowship
Programme with afocus on strategic and
responsible leadership.
2. Manager development
programme
A new manager development programme was
launched to equip managers with the skills
theyneed to manage high performing teams.
Discussing the key culture anchors, the
programme included topics such as having
conversations with impact, performance
development and leading with purpose. A new
online manager hub was launched to provide
continuing support for managers.
15 current and aspiring managers completed
theAspirational and Transformational Leadership
Programmes in 2024 with 100% pass rate and
80%of colleagues achieving a distinction. A further
29 colleagues are participating and due to
complete their training in 2025. These
programmes are funded by the apprenticeship
levy and accredited by a global learning
organisation, Future Talent.
3. Building a talent pipeline
During the year, Quilter has invested in a new
talent pipeline with four interns spending 12
months with our Quilter Cheviot business, with
theopportunity for them to join Quilter
permanently.
Quilter also welcomed 30 work experience
students giving them a unique opportunity to
gaininsight in to a financial services company and
the range of career opportunities open for them.
In addition, we again partnered with Girls Are
Investors (“GAIN), hosting ten students as part
oftheir Spring insights programme.
Focus continued on attracting and hiring talent
from underrepresented backgrounds at junior
tomid-levels, an important step in building a
sustainable diverse talent pipeline.
We were pleased that the collaborative
and inclusive process adopted in evolving
our culture was recognised:
Winner
Best employee voice
the simplys – The Digital Internal
Communications Awards
Highly Commended
Employee voice initiative
The Business Culture Awards 2024
Awards
Saying thank you
Designed to motivate, engage and reward
high performance habits in line with our
refreshed values, the platform allows
colleagues to recognise those who are
demonstrating the values. Over 1,500
recognitions were posted in recognition of
colleagues’ efforts and achievements in the
first six weeks after launch.
To recognise the work
of our colleagues, a new
recognition platform
Thank Q” was launched
in November 2024.
Outcomes
Results from Peakon (our colleague engagement
survey tool) shows that colleagues identify
strongly with the refreshed values.
Our overall employee engagement score for 2024
reached 8.0, exceeding the industry benchmark
of7.8.
Our colleagues particularly align to the new value
of “do the right thing” (8.5/10) which represents
acting with integrity and going above and beyond
in service of clients and communities.
I feel that I’m growing professionally
My manager encourages and supports my
development
7.8/10 7.6/10
8.5/10
8.6/10
How likely is it you would recommend
Quilter as a place of work?
7.8/108.1/10
Source: Quilter Peakon survey September 2024
2024 2023
Overall employee engagement
8.0/10 7.6/10
Source: Quilter Peakon survey September 2024
2024
2024 2023
Colleague alignment to the new value
of “do the right thing”
8.5/10
Governance Report Other information
17
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Quilter remains committed to building an
inclusive culture in which everyone has an
opportunity to thrive. We believe that the key to
achieving this is nurturing and growing a diverse
workforce, ensuring we attract, develop, and
retain great talent and embrace inclusivity.
Inclusion and Diversity Action Plan
Quilter first published an Inclusion and Diversity
Action Plan in 2022 which laid firm foundations
forour new ambitions. Key successes from that
plan include:
increased representation of women and
ethnically diverse colleagues in senior
management roles;
a significant increase in data disclosure among
colleagues with several demographic areas
exceeding industry peers; and
the establishment of employee networks
including the launch of a Disability and
Neurodiversity support group.
In July 2024 we published a refreshed three-year
Action Plan setting out the new targets we have
set ourselves. The plan builds on the strong
foundations established and focuses on the key
areas that require improvement and actions
required to prompt change. Quilter remains
committed to swift action, nurturing a culture
that values diversity and ignites innovation.
Our ambition is to build on our progress and
reach a more advanced stage of diversity, equality
and inclusion maturity by 2027. To do this, we will
focus on initiatives that ensure our leadership is
inclusive, enhance management information and
reporting on diversity, deliver the growth of future
talent through how we recruit, and investing in
future generations.
Inclusion and diversity
Diverse representation
There are two key aspirations for diverse
representation. Quilter is committed to:
40% of senior management roles* being held
bywomen by 2025. This is in line with the FTSE
Women Leaders Review Target.
13% of ethnically diverse colleagues in senior
management roles* by 2027. This is in line with
our commitment with the Parker Review and is
an increase on the prior target of 5%, which
wasin place until 2023.
As at 31 December 2024 the proportion of
females in senior management roles was 41% and
the proportion of ethnically diverse colleagues
was 6%, a fall from 43% and 9% respectively,
against prior year.
We are pleased that we continue to exceed our
gender diversity target, and are mindful of the
need for sustained focus, as progress toward our
long-term inclusion and diversity commitments
will take time and may not always be linear. The
senior management population is relatively small,
making representation sensitive to even modest
changes in year.
We are committed to promoting advancement
opportunities for underrepresented talent and
driving improvements in succession planning.
*Executive Committee and direct reports. Progress towards these targets is included in the Executive Directors’ short-term incentive scorecards and reflected in remuneration outcomes. You can read more about this in the Remuneration Report onpage 77.
Senior management
1
 Female 41% (28 employees)
 Male 59% (41 employees)
All colleagues
 Female 45% (1,375 employees)
 Male 55% (1,653 employees)
41%
59%
Senior
management
1
45%
55%
All
colleagues
Gender representation
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 and the Directors serving on our consolidated legal entities but excluding the Directors
ofQuilter plc. Where these individuals hold multiple directorships, they are only counted once. As at 31 December 2024, there
were 32 male and 9 female senior managers.
1
Senior management is defined as the Executive Committee
and their direct reports, excluding business managers and
personal assistants.
Ethnic representation*
Senior management
1
Ethnic group representation 2024 2023
Asian
2
0% 0%
Black
3
3% 3%
Mixed
4
1% 3%
White
5
93%
90%
Other
6
1% 3%
N/A
7
1% 1%
*
The percentages above have been rounded. 6% of colleagues
insenior management are ethnically diverse.
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.
All colleagues
Ethnic group representation 2024 2023
Asian
2
7% 6%
Black
3
3% 3%
Mixed
4
2% 2%
White
5
85%
85%
Other
6
1% 2%
N/A
7
2% 2%
Quilter is proud to be a signatory of the
Women in Finance Charter which requires
firms to work together to create more gender
balance at all levels across financial services
firms. It is a voluntary initiative, led by the
Treasury, aimed at promoting best practice.
Women in Finance Charter
Our people continued
18
Quilter plc Annual Report 2024
1
The methodology for calculating our gender and
ethnicity pay gaps follows UK government guidelines.
Gender pay gap
1
2024 2023
Mean hourly pay gap 27% 29%
Median hourly pay gap 30% 30%
Mean bonus gap 55% 57%
Median bonus gap 45%
39%
Female colleagues receiving a bonus 94% 94%
Male colleagues receiving a bonus 94% 94%
Ethnicity pay gap
1
2024 2023
Mean hourly pay gap 18% 15%
Median hourly pay gap 15% 8%
Mean bonus gap 47% 48%
Median bonus gap 38%
30%
Ethnically diverse colleagues
receiving a bonus
89% 83%
White colleagues receiving a bonus 95% 94%
Gender and ethnicity pay gaps
Quilter has made steady progress in reducing the
average gender pay gap over the past few years.
The mean gender pay gap improved to 27% in
2024, down from 29% in 2023, while the median
pay gap remained at 30%. Whilst it is positive that
the trend is improving, the mean gap remains large
and slightly above than the Financial Services
industry average.
Quilters mean ethnic pay gap increased to 18%
from 15% in 2024, and the median ethnic pay gap
rose to 15% from 8%. Given the smaller numbers
involved – with colleagues from ethnically diverse
backgrounds comprising 13% of the workforce –
the pay gaps are more susceptible to larger swings
from changes in the underlying population than
inrespect of gender. Moreover, we have made
significant strides in hiring more ethnically diverse
colleagues into entry and early professional level
roles, which is crucial for building a diverse talent
pipeline but has had an adverse short-term effect
on the ethnicity pay gap, as a higher proportion
ofthese hires are initially in lower-paid roles.
Quilters pay gaps reflect the ongoing challenge
for the industry as a whole to attract and promote
more females and colleagues from ethnically
diverse backgrounds into higher paid roles in
revenue generating areas and senior management
positions. The next phase of the Inclusion and
Diversity Action Plan aims to address this
challenge through key foundational actions for
long-term, sustainable change.
Diversity disclosure
Endorsed by the Board and led by the
Chief Executive Officer, the Inclusion and
Diversity 2022 Action Plan sets out our
belief in the importance of data in order
to provide deeper insight into Quilter’s
progress.
Having data provides a firm foundation to
identify areas for improvement and shape
the strategy and action needed to achieve
our goals. Our diversity dashboard informs
our activity and allows us to monitor progress
achieved. Whilst we have been reporting
onethnicity pay gaps for over three years,
ourdata is now more robust, allowing us to
assess pay and performance outcomes
with greater confidence. Where appropriate,
we share insights with managers to drive
meaningful action.
Data disclosure response rates
Data disclosure
response rates
as at 31 December
2024 2023
Gender 100% 100%
Gender identity 63% 55%
Sexual orientation 81% 76%
Ethnicity
92%
91%
Disability 54% 56%
Age group 100% 100%
Religion 86% 83%
Socio-economic background 73% 65%
Diversity engagement
Scores from Quilter’s employee engagement
survey, Peakon, demonstrate that colleagues are
showing high levels of satisfaction with our efforts
to maintain a diverse workforce and create an
environment where every individual feels included.
Source: Quilter Peakon survey September 2024
Equipping our managers
as inclusive leaders
Quilters managers play a critical role in creating
an inclusive workplace where talent from all
backgrounds can thrive. To support them in
driving equitable outcomes we ran a dedicated
webinar with Suzy Levy, a specialist in social
change and author of “Mind the inclusion gap”, to
equip managers with the knowledge and practical
steps needed to foster inclusion within their teams
and contribute to meaningful progress.
350+
Over 350 managers attended the
Mind the inclusion gap” webinar.
Networks and communities
There are established employee networks and
communities which support colleagues and
generate learning initiatives centred on inclusion
and encouraging positive wellbeing practices
within the organisation. The I&D forum
is open to all colleagues and continues to play
anactive role, giving colleagues the opportunity
todeepen their understanding and empathy
around diverse people.
Topics discussed this year include Inclusive
Skills for a Modern World and an exploration
of Merit, Privilege and Fairness.
Wellbeing
An important part of culture is our wellbeing
initiative: Thrive. We offer a wide range of
resources, tools, and information to help
colleagues take care of their physical, financial
andmentalhealth.
Diversity
A diverse workforce is a clear priority at Quilter
(for example, in terms of age, gender, ethnicity,
neurodiversity, disability, religion, sexual
orientation, educational, social and cultural
background).
Inclusiveness
At Quilter, people of all backgrounds are
accepted for who theyare.
8.9/10 8.8/10
2024 2023
8.5/108.6/10
Winner
Best DE&I Initiative
PIMFA DEI Awards 2024
Shortlisted
Best DE&I Initiative
Professional Adviser Awards 2025
Awards
Governance Report Other information
19
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Our people continued
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 policies
Our 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 2024, the Living Wage was
increased to £12.60 within the UK and £13.85
inLondon. As a Living Wage employer, we
ensured that all colleagues and contracted
service providers earn in excess ofthese
amounts.
Equal opportunities
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, responsibilities
for dependants 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.
Speaking up culture
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 & 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.
Human rights and modern slavery
We are committed to respecting the rights and
freedoms of our employees and those in the
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 reject any form of discrimination or unfair
treatment on the grounds of protected
characteristics or personal factors. 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.
20
Quilter plc Annual Report 2024
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:
quilter.com/investments/
responsible-investment
quiltercheviot.com/ri
Signatory to the PRI
Quilter is a signatory to the PRI, which is a
globalnetwork organisation that works to:
understand the investment implications of
ESGfactors; and
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for the 2022 and 2023 financial years. 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 2023 reporting period (completed
in 2024) we achieved 42 Stars out of a possible 65,
across 13 modules. In six of these modules our
score was above the PRI median with the Policy,
Governance and Strategy module receiving the
highest score.
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. We retained
our signatory status in 2024, and the next report
will be submitted to the Financial Reporting
Council by 30 April 2025.
Priorities 2022-4 Progress in 2024
Continue to support
customers, advisers and
colleagues to engage with
and understand
responsible investment
Ongoing programme of engagement with customers, advisers and
colleagues.
With the arrival of Sustainability Disclosure Requirements (“SDR) we
provided anti-greenwashing training to our colleagues, with specific
training for certain functions.
Embed responsible
investment practices
where relevant
Continued to evolve our responsible investment activities across
thebusiness.
Quilter Cheviot increased its collaborative engagement activity
focused onclimate change and natural capital themes.
The Affluent segment enhanced the systematisation of its ESG
integration by onboarding a technical solution to capture manager
and firm sustainability assessments.
Deliver reporting in line
with regulatory change
Delivered the first Task Force on Climate-related Financial
Disclosures (TCFD”) entity and product reporting for Quilter
Investors Limited and Quilter Cheviot Limited.
With the arrival of Sustainability Disclosure Requirements (“SDR)
weensured that products met the Naming & Marketing Rules,
whererelevant, and applied the anti-greenwashing rule across
ourinvestment activities.
Ensure our proposition
caters to the responsible
investment preferences of
ourcustomers
Continued to track the trend of customers’ responsible investment
preferences to identify the areas of interest to develop our
propositionfurther.
11
Across Affluent and High Net Worth we have
11dedicated responsible investment professionals,
working in collaboration with other teams within
thebusinesses.
* 
The Assessment Reports present information reported directly by signatories. This information has not been audited by the PRI or any other party acting on its behalf.
Progress update
Producing and publishing Climate Action Plans for our investments while we continue to deliver
our existing responsible investment activity across voting, engagement and ESG integration.
Our priority for 2025
Governance Report Other information
21
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Corporate sustainability
At Quilter, we recognise the
importance of playing our part
inthe global effort to create a more
sustainable world and our impact
on the environment.
As a wealth management business, the
environmental impact of our operations is centred
around the carbon emissions from our offices,
travel, and the goods we procure.
The focus of our Corporate Sustainability team in
2024 has been on improving our data capabilities
to track and monitor our impact on climate change
and the climate-risks faced by the business.
Quilter’s sustainability
and climatereporting
The disclosures in the corporate sustainability
andresponsible investment sections are made in
accordance with the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations
2022 and the Streamlined Energy and Carbon
Reporting requirements. These sections
constitute Quilter plc’s non-financial and
sustainability information statement.
To allow us to provide a more comprehensive
insight into climate risks and opportunities across
the Group, we have also published a separate
Quilter plc TCFD Report dedicated to climate
matters at Quilter which can be found on the
TCFD section of our website.
In 2024 our Affluent Managed Solutions and High
Net Worth business segments published Entity
and Product reports in accordance with the FCA
Environmental, Social and Governance (“ESG”)
Sourcebook. These reports provide more specific
detail on the management of climate risks and
opportunities as they relate to our investment
management activities at the individual entity
andproduct level.
Our TCFD Reports are consistent with the
Governance, Strategy, and Risk Management pillars
of the TCFD Recommendations and Recommended
Disclosures of the TCFD Report. Whilst we have
made good progress towards becoming fully
consistent with the Metrics and Targets pillar of
the TCFD Recommended Disclosures, we are not
yet able to disclose the full Scope 3 (category 15)
emissions for the entirety of the assets we manage
on behalf of our customers due to limited data
availability within certain asset classes.
This year we have significantly increased the
coverage of our financed emissions disclosure
andour Climate Value at Risk (“CVaR) scenario
analysis to include assets managed by our Affluent
segment and a wider range of asset classes within
our High Net Worth segment. There are holdings
within our universe for which we are unable to
provide climate data. This is usually where there
isno International Securities Number (“ISIN) as
the holding is notlisted. This will include cash,
financial instruments, unlisted companies and
physical property and infrastructure, leading to
gaps in thedata required to produce accurate
Scope 3 financed emissions and CVaR analysis.
For the Metrics and Targets disclosure, we also
calculate the Scope 1, Scope 2, and applicable
Scope 3 emissions categories resulting from
ouroperations in line with the Greenhouse Gas
(“GHG”) Protocol and disclose these metrics
onpage 28. This year we have also refined
ourmethodology to improve the accuracy
ofouroperational emissions disclosure.
In producing our TCFD Reports, we have also
considered the following guidance and applied
where relevant:
the TCFD Final Report and the TCFD Annex;
the TCFD all sector guidance as well as the
additional guidance for asset managers;
the TCFD Technical Supplement on the
UseofScenario Analysis;
the TCFD Guidance on Risk Management
Integration and Disclosure;
the TCFD Guidance on Metrics, Targets and
Transition Plans;
the Financial Conduct Authoritys review of
TCFD-aligned disclosures by premium listed
companies; and
the Financial Reporting Council’s thematic
reviewof TCFD and climate disclosures.
Please refer to the glossary for an explanation of key terms used in this report.
Quilter TCFD
Report 2024
Delivering the first iteration of our Group
Climate Transition Plan and exploring future
sustainability targets aligned with the Paris
Agreement.
Developing and implementing a supplier
engagement programme aimed at
understanding the climate-related risks and
highest emitters across our supply chain.
Continuing to deliver energy efficiencies
across our offices and incorporate
sustainability considerations into our
corporate standards.
Our 2024 TCFDReport can be found here:
plc.quilter.com/tcfd
Our priorities for 2025
22
Quilter plc Annual Report 2024
Governance
Executive Leaders
Andrew McGlone
Chief Executive Officer of Quilter Cheviot
and Quilter Cheviot Financial Planning
At the Group level, Andy is the executive
sponsor for Quilter’s Corporate Sustainability
Strategy, ensuring an appropriate strategy is
inplace and driving delivery across the Group.
He also oversees delivery of the Responsible
Investment Strategy for the High Net Worth
segment and owns the Level 2 Risk category.
Andrew is a member of the Group Executive
Committee and the TCFD Steering Committee
and presents updates on Corporate
Sustainability and Responsible Investment
strategies, including our climate strategy
andmaterial developments in climate issues,
totheBoard and Board Committees on a
regular basis.
Mark Satchel
Chief Financial Officer
Mark is responsible for the oversight of the
management of financial risks arising from
climate change, ensuring risks are appropriately
identified and managed, including incorporation
within the Group’s Own Risk and Solvency
Assessment (“ORSA).
Corporate Sustainability team
Our Corporate Sustainability team is
responsible for our operational climate
strategywhich includes colleague engagement,
calculating our operational emissions,
collaborating with our property team to
deliversustainable upgrades to our offices,
andengaging with our suppliers to better
understand climate-related risk exposure and
encourage change. The team provide quarterly
progress updates to the Group Executive
Committee and update the Board annually.
Climate-Related Risk Management
Our corporate sustainability reporting and
operational climate-related risk management
takes place at the Group level. This is due to the
sharing of offices and operational resources
across the Group. Information surrounding our
wider risk management and reporting framework
including our risk categories and corresponding
risk appetite statements are explained on pages
37 to 41. Our Affluent and High Net Worth
segments maintain individual processes for
identifying and managing climate-related risks and
opportunities within the investment portfolios
they manage on behalf of our customers. We
explain these processes in detail in the relevant
TCFD Entity reports as they are unique to each
business segment:
For more please read our
Affluent Managed
Solutions TCFD Entity Report available at
plc.quilter.com/tcfd
For more please read our
Quilter
Cheviot TCFD Entity Report available at
quiltercheviot.com/tcfd
Climate within our Risk Management
Framework
Material climate-related risks are primarily tracked
within the “Responsible Investment and Corporate
Sustainability Level 2 risk category, which forms
part of our Level 1 Business Strategy and
Performance risk. As climate-related risks are
cross-cutting in nature, they may also feature
within our other Level 2 categories, such as
Regulatory Compliance, Investment Performance,
Operational Resilience and Capital, Liquidity and
Solvency Management.
Due to the uncertainty surrounding the short-
term impacts of climate change, we consider this
to be an emerging risk for Quilter, rather than a
principal risk. The climate change emerging risk
captures the transitional and physical impacts
ofclimate change. Currently, emerging risks are
reported to the Board on a quarterly basis via our
Chief Risk Officer Report. We plan to review the
processes surrounding emerging risks in 2025.
We employ both top-down and bottom-up risk
identification processes across our Risk
Management Framework. Through our bottom-up
approach, climate-related risks identified by
relevant business areas are captured in their
respective Risk Control Self Assessments
(“RCSAs) which are reviewed and updated
bi-annually. Our Responsible Investment teams
currently complete RCSAs and in 2025, our
Corporate Sustainability function will complete
aseparate RCSA to capture climate-related risks
resulting from our operations.
Top risks are identified by members of the Group
Executive Committee and are monitored through
regular engagement with the second line Risk
function. In 2024, a climate-related reporting
anddisclosure risk was identified as a top risk
forthe business.
Standalone climate risk workshop
In 2024, we held cross-functional workshops to
identify climate-related risks and opportunities,
carry out materiality assessments, and determine
how we manage and monitor risks going forward.
Representatives from Responsible Investment,
Corporate Sustainability, Finance and Risk teams
attended the workshops. A subjective materiality
assessment was conducted, using our operational
risk matrix to determine likelihood, timeframe,
potential for harm and magnitude of impact with
our findings being presented to the Executive Risk
Management Committee in the first quarter of
2025. Going forward, this process will take place
on an annual basis to reassess our climate-related
risks and opportunities and update the relevant
stakeholders and committees on any
developments.
Our governance structure and the role of the Board and its Board
Committees in relation to corporate sustainability and climate-
related risks are set out in the Governance Report which begins
onpage 44.
Responsible investment and corporate sustainability, including climate-related risks and
opportunities, are integrated across our management structure. Information about our
Executives and team responsible for this area are detailed below. Our Group TCFD Report
outlines more detailed information about the Executive Committees and other colleagues that
play a key role in the management and oversight of climate-related risks and opportunities.
Governance Report Other information
23
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Corporate sustainability continued
Climate-related disclosure: This scenario
assesses the risk of our sustainable fund ranges
inadvertently investing in assets which are
excluded from fund mandates, leading to
customer redress and related costs. This
scenario explicitly covers the risk of breaching
fund mandates for our investment solutions
within sustainable investment mandates.
Operational resilience: This scenario assesses
the potential impact of a disruption to service
provided to customers due to an issue
impacting our IT infrastructure. This scenario
implicitly covers the risk of operational
disruption due to lack of resilience to physical
climate risks.
Third party risk: This scenario assesses the
potential impact of failure of an outsourced
service provider. This scenario implicitly covers
the risk of failure of a third party due to lack of
resilience to physical or transitional climate risks.
Advice risk: This scenario assesses the
potential risk of advice provided by financial
advisers being unsuitable. This scenario
implicitly covers the risk of advice not
adequately considering customers’ preferences
in relation to sustainable investments, leading
to customer redress and related costs.
These explicitly or implicitly cover the financial risks from climate change, as follows:
Examples of climate-related scenarios tested
Scenario Analysis
Operational climate scenario analysis
We undertake operational risk scenario analysis
tomeasure the potential impact of the risks that
we face, including climate-related risks, to our
resilience and financial plans. This is a structured
process bywhich a forward-looking assessment
ismade ofour exposure to plausible but severe
operational risk events. The scenario identification
and testing process utilises the expert judgement
ofmanagement and is designed to build on and
complement the assessment of risks and
opportunities. Examples of the scenarios we
testedin 2024 are shown in the panel below.
The financial risks from climate change would lead
to outcomes which could also be driven by other
causes outside of climate change. We take a
holistic approach to scenario analysis to consider
the potential harms from a range of root causes
and risks. In most cases, climate change is not the
key driver of risks, but the scenario may implicitly
cover climate risks.
Resilience of our business strategy
The output of scenario analysis is used to
determine the level of capital and liquidity required
to address the material harms to our customers
and to Quilter’s operating entities from ongoing
activities. The result of the analysis demonstrates
that Quilter’s operating entities have sufficient
capital and liquidity to withstand all the scenarios
tested. The scenario analysis therefore indicates
that Quilter’s business strategy and financial plans
are resilient to climate-related financial risks.
The analysis conducted is limited by a number
offactors including data limitations and is not
intended to be used as future predictions as,
duetoour robust control framework, the scenarios
havea low likelihood of occurrence. We consider
scenario analysis to be a useful input to decision
making, coupled with other management
information and it is used to help ensure
businessand operational resilience.
Investment portfolio scenario analysis
In addition to the operational analysis, we also
conduct quantitative climate scenario analysis
forthe majority of investment portfolios that we
manage on behalf of our clients. To do this we use
a Climate Value at Risk (“CVaR) metric to assess
the potential impacts on portfolio values under
different climate scenarios. This aims to estimate
the potential financial loss or gain from the
underlying investments as a result of climate
change. Our analysis examines the impacts
acrossthree key risk areas:
climate policy (new regulations at national and
international level impacting carbon activities);
technology opportunities (increased demand
forenergy-efficient, lower-carbon products
andservices that disrupt existing markets); and
physical risks (such as temperature increase,
sealevel rise, and associated business
interruption and damage across operations
andsupply chains) on portfolio value.
To do this, we use climate modelling in the form
ofscenarios created by the Network for Greening
the Financial System (“NGFS). Each scenario
makes different assumptions about how climate
policy, physical climate events and the
development of climate-related technology will
impact the economy and therefore the value of
our holdings. CVaR is presented as the percentage
change in our holdings’ value, for each risk type
(policy, technology, physical impacts) in aggregate.
The three scenarios selected (see panel below)
address the uncertainty inherent to any modelling,
as they cover a range of variation in both the
physical impacts of climate change and societal
responses to these impacts. We have retained a
1.5°C aligned scenario as the most optimistic
outcome, despite the acknowledged challenges
toachieving this given recent geopolitical back-
pedalling and the higher than anticipated
emissions baseline. The Below 2°C scenario is
included as an additional ‘orderly’ transition
scenario, reflecting heightened risks of delay or
inaction in the near term. We have removed the
‘1.5°C Disorderly’ scenario we included last year,
which was demised by NGFS. The Nationally
Determined Contributions (“NDC”) scenario was
included for a few reasons: (1) the significance of
the Paris Agreement as the only binding global
agreement committing nations to decarbonise;
and (2) the forthcoming round of new NDC
commitments due in early 2025 (against which
thiswill form a good benchmark, for whether these
new commitments influence the next iteration of
this climate model in a positive or negative fashion).
Within our High Net Worth segment, this analysis is
carried out across our centrally monitored holdings
which accounts for 93.2% of Quilter Cheviot’s AuM.
For our Affluent segment, all portfolios are covered
by this analysis. Our findings are included in our
Group TCFD Report on an aggregated basis for
allcovered portfolios and disaggregated in the
TCFD product reports for specific portfolios.
Examples of investment portfolio scenarios tested
Net Zero 2050: An orderly transition scenario
that assumes climate policies are introduced
early and become gradually more stringent,
limiting the global temperature increase to
1.5°C by 2100.
Below 2.0°C: An orderly transition scenario
that limits the increase to 2°C by 2100.
Nationally Determined Contributions (“NDC”)
A ’hot house world’ scenario that assumes that
climate policies are implemented in some
jurisdictions, but global efforts are insufficient
to halt significant global warming and the global
temperature increases to 3°C by 2100.
24
Quilter plc Annual Report 2024
Type of risk Risk description Potential impacts Mitigating actions, controls, andmonitoring
Time
horizon
Policy and legal
(Transitional)
Emerging regulatory requirements – risk of changes
in climate-related policies or regulation which have
an adverse impact on Quilter’s proposition or
operations. This includes risk of non-compliance
withregulatory requirements.
Unbudgeted costs to implement systems and
comply with new regulatory requirements.
Potential costs of inadvertent non-compliance
due to volume of global regulation.
Regulatory horizon scanning and engagement through
regulatory consultation.
Engagement with industry bodies.
S
M
Market
(Transitional and Physical)
Portfolio climate risk – risk of investment market
underperformance caused by a disorderly
transition or physical climate related events.
Potential for reduced market return for clients,
resulting in reductions in the value of assets
under management and revenues.
Investment in diversified multi-asset portfolios.
Consideration of climate risks and opportunities in
investment research and due diligence.
Climate metrics used to monitor climate-risk exposure.
S
M
L
Market
(Transitional)
Consumer sentiment/demand – risk that we fail
toalign our product offering with customers’
responsible or sustainable investment preferences
and general market demand for responsible and
sustainable investment related mandates.
Reduction in demand for Quilter’s products
andservices resulting in reduced revenues.
Monitoring of customer and adviser preferences as part
of development of product strategy.
Integration of ESG factors into our investment processes.
Integration of responsible investment preferences into
our financial advice suitability processes.
S
Reputational
(Transitional)
Misrepresentation risk – risk that clients, advisers,
and other stakeholders act on the basis of
misleading or incorrect information relating to the
environmental or sustainability attributes of our
investment products and our business operations.
Reduced demand for Quilters products and
services due to damage to Quilter’s brand.
Potential cost of redress where clients have
taken action based on misleading or incorrect
information.
Management review and approval of published
information.
Data validation for the calculation of climate metrics.
Greenwashing training for all staff, as well as targeted
training for specific functions.
S
M
Reputational
(Transitional)
Climate strategy risk – risk that Quilter’s Climate
Action Plan, covering both Quilter’s operational
emissions and the investment solutions provided
toclients, is not perceived to be sufficient.
Negative publicity leading to loss of existing
orpotential clients.
Reduction in market share resulting in loss
ofrevenues over the long term.
Increased operational costs due to failure
totransition to new technologies.
Climate Transition Plan and Climate Action Plans for
investments.
Annual reporting on progress against Climate Action
Plans.
Progress against operational emissions target
contributes to executive remuneration.
S
M
Physical
(Acute and Chronic)
Physical risk crystallisation – increased severity or
frequency of extreme weather events, or chronic
changes such as rising mean temperatures and
sealevels, effecting our buildings, employees,
orour third-party suppliers.
Unbudgeted costs to recover or maintain
services to customers.
Costs associated with damage to infrastructure
and technology.
Physical climate risk assessment carried out across
ourproperty portfolio.
Business continuity planning allowing for physical risks.
Insurance provisions reflect climate-related matters.
Supplier engagement to manage exposure to climate
disruption.
L
Time Period Key:
S
Short term 0-3 years 
M
Medium term 3-10 years 
L
Long term 10+ years
Climate-related risks
Strategic Report
Governance Report Other informationFinancial statements
Strategic Report
25
Quilter plc Annual Report 2024
Corporate sustainability continued
Type Description Potential financial implications Actions to capitalise
Products and
Services
As we transition to a low-carbon climate resilient
economy and younger generations enter the investment
market, we expect an increase in demand for
responsible and sustainable investment solutions.
This requires investment in resources and systems
todeliver our responsible investment strategy and
offerproducts aligned with customers’ responsible
orsustainable investment preferences.
In the medium- to long-term we may experience an
increased market share and therefore revenue growth
as we attract a wider range of customers and meet
theincreased demand for responsible and sustainable
investment solutions.
Continue to develop and deliver our responsible
investment strategy and Climate Action Plans.
Monitor consumer demand to ensure our responsible
and sustainable product offering meets the needs
ofthemarket.
Resource
Efficiency
The transition has led to increased innovation and
availability of energy efficient products and facilities
foruse in our buildings, such as energy efficient lighting
and HVAC systems.
Over the long-term operational costs may reduce due
toenergy cost savings as a result of the use of more
energy efficient systems.
Explore the feasibility and impact of energy saving
opportunities raised in our Energy Savings and
Opportunities Scheme (“ESOS”) report and implement
those with the most significant cost/benefit ratios.
Consider resource efficient options when replacing
orupgrading building assets.
Markets
The transition presents investment opportunities and
growth opportunities as companies enter new markets
for sustainable products/services and generate
additional revenue streams.
Potential for higher investment performance for clients
in the long term through investment in new technologies
and growing markets. Higher investment performance
for clients would drive increased revenues to Quilter.
Continue to invest in assets that financially benefit from
the transition to a low carbon, climate resilient economy.
Continue to engage with the companies and funds
weinvest in to monitor how they intend to capitalise
onclimate-related opportunities.
Climate related opportunities
26
Quilter plc Annual Report 2024
Quilters operational
emissionstarget
We consider emerging climate-related regulatory
requirements in all of the jurisdictions in which we
operate. Our operations and business activities are
focused primarily in the UK, where the Government
has set a legally binding target to achieve net zero
emissions by 2050. We regularly review proposals
to change climate-related requirements, or
introduce new ones, to ensure that we remain
compliant, and we set appropriate targets.
Having considered the UK legal requirement to
bea net zero business by 2050, we have set an
interim operational emissions target to reduce our
Scope 1 and Scope 2 (location-based) emissions
by 80% from a 2020 baseline by 2030.
In setting our location-based target, we considered
the UK Government’s ambition to decarbonise the
UK Power Grid and have therefore factored this
into our calculations. Should the Government not
achieve this, our ability to meet our location-based
target may be impacted. We will continue to review
this target on an annual basis and, as part of our
2025 Climate Transition Plan, we will consider
setting additional targets aligned to the Paris
Agreement where appropriate.
Progress against our target
Since 2020, we have achieved a significant decrease
in our operational emissions. Our 2024 Scope 1
and 2 emissions were 69% lower than the 2020
baseline, demonstrating good progress towards
our 80% reduction target by 2030. The primary
driver of this was the delivery of our Workplace
Strategy which considers our office footprint in
relation to changing workspace demands.
Going forwards, we anticipate a continuation of
incremental reductions each year as we implement
energy saving opportunities across our offices
andsource renewable energy contracts where we
control the office energy procurement. Details of
the energy saving opportunities we are currently
pursuing and considering are outlined on page 29.
We consider our Scope 1 and Scope 2 emissions
as a combined total to be a more representative
Key Performance Indicator (“KPI) than Scope 1 or
Scope 2 alone. This is because the vast majority of
our Scope 1 emissions result from our natural gas
consumption and Scope 2 comprises purchased
heat and electricity, which means any significant
reductions in Scope 1, by moving away from gas
heating, would likely be offset by a slight increase
in our Scope 2 emissions. Therefore, to properly
assess our performance in reducing our direct
energy consumption emissions, Scope 1 and
Scope 2 emissions should be considered together.
We have seen an increase in our total Scope 3
emissions, largely due to our increased spend on
purchased goods and services and an increase in
the amount of estimated proxy data we have had
to use in our calculations. As part of our Climate
Transition Plan, that we will be developing in 2025,
we will be engaging with our suppliers and
exploring the use of KPIs and targets with the
aimof reducing our Scope 3 emissions.
Our Scope 1 and 2 emissions (measured in tCO
2
e)
2020
baseline year
2021 20232022 2024
733
2,642
3,375
1,191
1,408
1,879
3,287
1,062
1,539
675
1,037
502
343
354
848
708
2050
target
Scope 1 emissions  Scope 2 emissions  2050 target
Strategic Report
Governance Report Other informationFinancial statements
Strategic Report
27
Quilter plc Annual Report 2024
Corporate sustainability continued
Quilters operational greenhouse gas emissions
Our reporting boundary
Quilter plc reports emissions on a consolidated group basis, incorporating all subsidiaries, and has
set reporting boundaries based on financial control. This includes all offices occupied by Quilter or
any of its subsidiaries for the period in which we are financially responsible, Quilter and subsidiary
employees for the period covered by their employment contract, Quilter owned and leased assets
where we are contractually or financially responsible for maintaining the asset, and colleague
business travel for which Quilter is financially responsible. Office space subleased to other parties
and advisers that operate as appointed representatives of Quilter but are not part of the Quilter plc
Group are outside of our reporting boundary.
Methodology
Our emissions data is calculated in accordance with the GHG Protocol guidance. We aim to source
as much actual data as possible, however, where data is not available, we have estimation
methodologies in place to ensure complete and consistent reporting. For more information on
howwe calculate our operational emissions see our emissions methodology document appended
to our Group TCFD Report.
The baseline year for our Scope 1 & 2 emissions is 2020 and our Scope 3 baseline year is 2021,
asthis is when we began capturing Scope 3 emissions data.
Our operational greenhouse gas emissions (tCO
2
e) and energy consumption data (kWh)
Greenhouse gas emissions as at 31 December 2024 2023 Baseline
Scope 1 emissions
UK 384 338
Offshore 7 5
Global total
1
354 343 733
Scope 2 emissions (location-based)
UK 662 788
Offshore 46 60
Global total
1
708 848 2,642
Scope 2 emissions (market-based)
UK 558 783
Offshore 72 84
Global total
1
629 867 1,995
Total Scope 1 & 2 emissions (location-based)
UK 1,010 1,126
Offshore 52 65
Global total
1
1,062 1,191 3,375
Scope 3 emissions (excluding investments)
UK 28,358 24,742
Offshore 18 23
Global total
1
28,376 24,765 79,679
Total operational emissions
UK 29,368 25,868
Offshore 70 88
Global total
1
29,438 25,956 83,054
Operational Carbon intensity
tCO
2
e per Full Time Equivalent (FTE)
UK 10.1 8.9
Offshore 1.0 1.4
Global total 9.9 8.7
Energy consumption
Energy consumed (kWh)
UK 6,950,491 7,542,659
Offshore 238,297 236,961
Global total 7,188,788 7,779,621
1
UK and offshore figures may not sum to the global total due to rounding.
Breakdown of our operational Scope 3 Emissions (excluding investments)
Greenhouse gas emissions as at 31 December 2024 2023 Baseline
1. Purchased Goods and Services 24,516 20,808 75,878
3. Fuel and energy related emissions 275 320 809
5. Waste 4 6 10
6. Business travel 1,570
1,516
330
7. Employee commuting (including working from home) 1,877 1,882 2,357
8. Upstream Leased Assets 134 234 297
As a service-based business Scope 3 Categories 9-14 (downstream value chain emissions) do not apply
to Quilter. The majority of our Scope 3 emissions are as a result of the goods and services we procure
asa business. In 2025, we will begin our supplier engagement programme, with a view to understanding
the emissions and climate risks posed by our suppliers.
Please see our Group TCFD Report available at plc.quilter.com/tcfd for a breakdown of our
Category 15 (financed emissions) across our Affluent and High Net Worth business segments.
Restatements
In 2024 we carried out an in-depth review of our policies and processes for calculating our operational
emissions. We refined and enhanced the methodologies we use to ensure we are delivering complete,
consistent, and comparable emissions reporting in accordance with the GHG Protocol. As a result,
wehave materially restated the majority of our previous year’s emissions, including our baseline year,
toensure comparable reporting. The majority of the changes have arisen from one of the following:
Improved reliability and accuracy of raw data sources.
Application of consistent estimation methodologies.
Implementation of data quality controls and hierarchies.
28
Quilter plc Annual Report 2024
Energy savings and
decarbonisation across our offices
Workplace projects and change strategy
Climate impact has been a key consideration of
our workplace strategy and change projects in
recent years and can be seen both in the
rationalisation of space (reducing overall usage)
along with improving efficiency within offices.
In 2024:
The Glasgow office refurbishment, completed
inQ3, involved a full modernisation of the
mechanical heating, ventilation and air-condition
(“HVAC) and electrical systems (including LED
lighting) in the office, providing an improved
energy profile, as well as an improved working
environment.
We have commenced the refurbishment of three
floors in our Southampton office and the fit out
of a new office in Birmingham (consolidating two
offices into one). These projects are progressing
in line with the SKA Gold accreditation criteria.
The SKA rating is an accreditation scheme
established to help businesses prioritise
sustainability in a quantifiable way.
We have incorporated climate and emissions
considerations in our Facilities and Programme
Management Standard which governs all office
upgrade and refurbishment works, furniture
procurement, and planned maintenance.
Thefollowing requirements have been written
into the Standard:
All major works will be aligned to relevant
andappropriate Environmental Assessments,
for example, SKA Gold.
For office closures all furniture removed
fromthe site should be re-utilised or recycled.
Where furniture is replaced, old furniture
should be recycled or donated where possible.
All new furniture must comply with the
appropriate ESG certification standard.
Looking forward:
Our current Workplace Strategy, focused
onoptimising our workspaces in line with
colleagues’ needs, will conclude in 2025. We
havecapitalised on climate opportunities by
rightsizing our office space which has led to a
significant reduction in our carbon emissions
and cost saving.
Our 2025 workspace and real estate strategy
willbuild on the momentum achieved in 2024
and we will continue to embed sustainability
intothese key activities.
We are working closely with our IT Infrastructure
and Operations colleagues to explore the
possibility of incorporating sustainability
considerations into our IT Procurement
Standard. As part of the refurbishment works
atour Southampton office, we have introduced
single large monitors on desks to remove the
need for a separate docking station, thus
reducing energy consumption and we are
currently exploring options to reduce on premise
computer power in data centres and shift to
better utilise cloud computing.
Energy Savings and Opportunities Scheme
In 2024, we engaged with a third party to conduct energy audits at our Southampton and Newcastle
upon Tyne offices as part of the Government’s Energy Savings and Opportunities Scheme (“ESOS”),
Through our ESOS report we have identified a series of opportunities to increase energy efficiencies
across these offices. Our Southampton office is the largest in our estate and the office in which
wehavethe most control with regards to building refurbishments and upgrades. The opportunities
weareconsidering at our Southampton office, and the projected energy savings, are in the table
outlinedbelow:
Opportunities at Quilter House Our progress
Projected annual
energysaving
1
Replace the existing gas boilers used
to heat our Southampton office with
more energy efficient gas boilers or
airsource heat pumps to reduce our
gasconsumption and related
carbonemissions
As we have recently refurbished
the existing boilers, we are
considering this as a long-term
future opportunity that we will look
to capitalise on when our current
boilers reach end of their useful life.
246,000
356,000 kWh
Upgrade the Building Management
System which controls the heating,
ventilation, and air-conditioning
This is an ongoing project as part
of the refurbishment works taking
place at our Southampton office.
182,000 kWh
Replace the existing lighting with LED
lighting on the remaining floor that
hasnot yet been refurbished
This is also currently underway as
part of the refurbishment works at
our Southampton office.
18,000 kWh
Install variable speed drives on our
heating, ventilation, air-conditioning,
and heat pumps that control the flow
of energy to the source and improve
energy efficiency
We are currently exploring the
feasibility with our facilities
management partner, and we will
decide whether to take this
forward in 2025.
8,600 kWh
Install solar photovoltaic devices to
actas a source of renewable energy
produced directly by Quilter and
reduce the energy we consume from
the local grid
We are currently exploring the
feasibility with our facilities
management partner, and we
willdecide whether to take this
forward in 2025.
16,000 kWh
Initiate a colleague awareness
campaign to encourage colleagues
toreduce energy consumption and
form sustainable habits
This is an ongoing project that we
intend to further develop as part
ofour climate transition planning
in2025.
63,000 kWh
1
The projected annual energy savings are estimates calculated by our third-party ESOS Auditor and have not been verified by Quilter.
Governance Report Other information
29
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Policies are reviewed annually to ensure that they
remain current and compliant with relevant
legislation.
All colleagues are required to complete mandatory
training on these topics to ensure that they
understand their role in preventing financial crime,
fraud, tax evasion and bribery and corruption,
aswell as reporting suspicious activity.
Our Anti-bribery and Corruption Policy sets out
anappropriate definition of bribery, in accordance
with the UK’s Bribery Act 2010. Quilter conducts its
business fairly and lawfully and will not tolerate:
The giving or receiving of improper monetary
orother inducements in commercial relations;
Any other inappropriate practice which might
beperceived to influence improperly a person’s
conduct in their professional or public duty.
We provide guidance to colleagues on how they
should manage gifts and entertainment, including
how this should be recorded. Our Risk Function
performs routine compliance monitoring on
adherence with the policy.
Quilter have a central financial crime function
ledby the Money Laundering Reporting Officer.
Reporting of any irregularities is overseen and
managed through the Financial Crime function.
Thearrangement ensures accountability and
effective oversight of financial crime risk on an
ongoing basis. A Financial Crime Investigations
team conduct investigations into any material
financial crime incidents.
The Board oversees Quilter’s technology strategy,
including our approach to information and data
security. At an executive management level, the
Group Chief Operating Officer is responsible for
the Technology strategy and is supported by the
Group Chief Information Officer and their team,
with input also from the GDPO and Data
Guardians embedded in our businesses.
All colleagues are required to complete mandatory
training on data privacy and IT security.
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.
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 reputation.
We have zero tolerance for financial crime, bribery
or corruption and have a framework in place
including the following policies:
1) Anti-money Laundering and Counter Terrorist
Financing Policy;
2) Anti-bribery and Corruption Policy;
3) Fraud Prevention Policy; and
4) Sanctions Policy.
Non-financial and
sustainability information
statement
The responsible investment and corporate
sustainability sections from pages 21 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 more
information on specific matters relevant to these
requirements within this section and elsewhere
in our Annual Report. The information listed
isincorporated by cross-reference as follows:
Reporting requirement
Page number(s)
Anti-bribery and corruption 30
Business model 8
Climate-related financial
disclosures (covering
s414CB(2A)(a)-(h))
22 to 29
Colleagues 13 and 16 to 20
Environmental matters 21 to 29
Human rights 20
Non-financial KPIs 11
Principal Risks 39 to 40
Social matters 14
Being a responsible business
Customer policies
Our Product Governance Policy sets minimum
standards for manufacturing and distributing
financial products to meet customer needs,
ensuring compliance with regulatory frameworks,
including the Markets in Financial Instruments
Directive, the underlying regulation on markets
infinancial instruments, and the Insurance
Distribution Directive. It includes an annual
attestation process managed by the Risk Function.
The policy mandates fair and appropriate charging
structures for target market and requires
marketing materials to help customers make
informed financial decisions. All communications
must consider our customers’ information needs
and comply with applicable regulations, including
the FCA’s Consumer Duty requirements.
Working with suppliers
Our Third-Party Risk Management Policy outlines
the requirements for procurement, outsourcing
and supplier management. Our Supplier Code
ofConduct applies to all suppliers and their
sub-contractors, setting out minimum standards
we expect our suppliers to adhere to when doing
business with Quilter.
These standards cover areas such as legal and
compliance, ethical behaviour, conflicts of interest,
anti-bribery and corruption, brands, intellectual
property, 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.
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 formal committees.
Our policies
30
Quilter plc Annual Report 2024
Review of financial performance
Overview
The Group delivered strong growth in 2024, with
record adjusted profit before tax of £196 million,
an increase of 17% on the prior year (2023: £167
million). This was driven by higher average AuMA
supported by strong net inflows and positive
markets, together with higher interest rates
benefitting investment returns on shareholder
cash, and continued delivery of our Simplification
programme. The Group’s reported closing AuMA
was £119.4 billion, a 12% increase on the opening
position (2023: £106.7 billion).
In the core business, net inflows of £5.2 billion
increased by 525% (2023: £0.8 billion) in 2024.
Thisreflected an improvement in the macro
environment and investor sentiment, as well as
the effectiveness of building out our distribution
capabilities and enhancing our proposition.
Gross flows of £16.0 billion (2023: £11.1 billion),
reflects continued strong flows in the Quilter
channel and a significant increase in IFA channel
flows onto the Platform, due to increased new
business levels and improved market share from
IFA firms. Productivity, representing Quilter
channel gross sales per Quilter Adviser, increased
by 14% to £3.2 million (2023: £2.8 million).
Alternative performance measures (“APMs”)
We assess our financial performance using a variety of measures including APMs, as explained further on
pages 186 to 187. In the headings and tables presented, these measures are indicated with an asterisk: *.
Key financial highlights
Quilter highlights 2024 2023
Assets and flows – core business
AuMA* (£bn) 116.3 103.4
Gross flows* (£bn) 16.0 11.1
Net inflows* (£bn) 5.2 0.8
Net inflows/opening AuMA* 5% 1%
Productivity: Quilter channel gross sales per Quilter Adviser* (£m)
1
3.2 2.8
Asset retention* 90% 89%
Assets and flows – reported
AuMA* (£bn) 119.4 106.7
Gross flows* (£bn) 16.0 11.2
Net inflows* (£bn) 4.8 0.1
Net inflows/opening AuMA* 4% 0%
Profit and loss
IFRS (loss)/profit before tax attributable to shareholder returns (£m) (60) 12
IFRS (loss)/profit after tax (£m) (34) 42
Adjusted profit before tax* (£m) 196 167
Operating margin* 29% 27%
Revenue margin* (bps) 44 47
Return on equity* 10.0% 8.5%
Adjusted diluted earnings per share* (pence) 10.6 9.4
Recommended total dividend per share (pence) 5.9 5.2
Basic earnings per share (pence) (2.5) 3.1
Non-financial
Total Restricted Financial Planners (“RFPs”) in both segments
2
1,440 1,489
Discretionary Investment Managers in High Net Worth segment
2
176 174
1 
Quilter channel gross sales per Quilter Adviser is a measure of the value created by our Quilter distribution channel.
2
Closing headcount as at 31 December.
Financial review
Mark Satchel
Chief Financial Officer
Governance Report Other information
31
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Financial review continu ed
In the Affluent segment, we experienced strong contributions from both the Quilter and IFA channels:
Quilter channel: Gross flows of £4.1 billion were 14% higher than the prior year (2023: £3.6 billion),
whilst net inflows of £2.3 billion were 43% ahead (2023: £1.6 billion). As part of our continued strategic
objective of aligning our Advice business, back book transfers of c.£800 million of assets under advice
by Quilter Financial Planning were transferred onto our Platform from external platforms. Net inflows
as a percentage of opening AuMA for the Quilter channel were 13% (2023: 10%).
IFA channel: Gross flows of £8.8 billion onto the Quilter Platform increased by 68% (2023: £5.3 billion),
demonstrating our continued strategic initiatives in building out our distribution and improving our
market share of new business. The Platform continues to maintain the leading share of gross flows
against our retail advised platform peers, based on the latest Fundscape data (Q4 2024). Net inflows
were £3.0 billion (2023: £0.2 billion net outflow) representing a significant improvement on the prior
year, as we continued to win flows from competitor platforms. Net inflows as a percentage of opening
AuMA for the IFA channel onto the Platform were 5% (2023: nil).
Funds via third-party platforms reported net outflows of £400 million, compared to £316 million in the
previous year.
Asset retention of 89% for the Affluent segment remains stable compared to the prior year (2023: 89%).
Within the High Net Worth segment, gross flows of £3.1 billion were 42% higher than the prior year
(2023: £2.2 billion), whilst net inflows of £0.6 billion were also up (2023: £0.1 billion net outflow). Whilst
both the Quilter channel, and the IFA and direct channel, recorded net inflows for the year, the latter
experienced a loss of a large value low margin account during the first half of the year. Asset retention
of91% for the High Net Worth segment remained in line with the previous year (2023: 91%).
The Group’s core business AuMA of £116.3 billion is 12% ahead of the opening position (2023: £103.4
billion) reflecting positive market movements of £7.7 billion and net inflows of £5.2 billion. The Affluent
segment AuMA increased by 14% to £88.5 billion (2023: £77.5 billion) of which £29.5 billion is managed
by Quilter, versus the opening position of £25.5 billion. The High Net Worth segment AuM was £29.5
billion, up 9% from the opening position of £27.0 billion, with all assets managed by Quilter.
In total, £58.5 billion, representing 50% of core business AuMA, is managed by Quilter across the Group
(2023: £52.2 billion, 50%).
The Group’s revenue margin of 44 bps was 3 bps lower than the prior year (2023: 47 bps).
In the Affluent segment, the administered revenue margin was 25 bps, 2 bps lower than the prior year
(2023: 27 bps). This is primarily the result of reduced Platform administration fees charged to clients in
the second half of 2023 and all of 2024 following the Platform repricing undertaken during 2023, and the
impact from our tiered pricing structure. The managed revenue margin decreased by 5 bps to 36 bps
(2023: 41 bps) following the reprice of the Cirilium Active range in 2023 and the introduction of AuM
scale discounts. Within our Managed Solutions, as previously guided, the proportion of total client
assets invested in the Cirilium Active range, our highest revenue bps contributor, remained in net
outflow during the year. Within our MPS range, WealthSelect remains one of the largest MPS offerings
inthe industry and continues to grow with AuMA of £18.4 billion at the end of 2024 (2023: £13.7 billion),
reflecting the shift towards managed portfolios on platforms.
The revenue margin in the High Net Worth segment decreased by 1 bp to 70 bps (2023: 71 bps).
Adjusted profit before tax increased by 17% to £196 million (2023: £167 million). Net management fees
of £502 million increased 5% (2023: £477 million) primarily due to an increase in reported average AuMA
year-on-year of 11% to £113.2 billion (2023: £102.1 billion) partially offset by the planned reductions in
net management fee margins that were implemented during 2023 and asset mix shifts.
Interest revenue generated from client funds included within net management fees were £31 million
(2023: £23 million) reflecting the increased interest rates year-on-year and the changes made to the
Platform charging structures in 2023. Other revenue of £97 million, which mainly comprises our share
ofincome from providing advice, was up 13% on prior year (2023: £86 million) reflecting higher average
levels of assets under advice. Investment revenue, predominantly interest income generated on
shareholder cash and capital resources, of £71 million increased by £9 million (2023: £62 million) due
tohigher average interest rates in 2024 compared to the prior year.
Operating expenses of £474 million increased by 3% on the prior year (2023: £458 million) as a result
ofinflationary increases and planned business investment, partially offset by Simplification cost savings.
The Group operating margin improved by 2 percentage points to 29% (2023: 27%).
The Group’s IFRS loss after tax was £34 million compared to a £42 million IFRS profit after tax for
2023. This reflects the variances in policyholder tax outcomes due to market gains in the year, the
customer remediation exercise provision and the cost of the Skilled Person Review. This is partially
offset by an improvement in the adjusted profit result.
Adjusted diluted earnings per share increased 13% to 10.6 pence (2023: 9.4 pence).
32
Quilter plc Annual Report 2024
Total net revenue*
Total net revenue 2024 (£m) Affluent
High
Net Worth Head Office Quilter plc
Net management fee*
1
304 198 502
Other revenue* 84 21 (8) 97
Investment revenue* 36 7 28 71
Total net revenue* 424 226 20 670
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
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 £424 million, an increase of 8% from the prior year
(2023:£393 million). Net management fees were £304 million, £12 million ahead of the prior year
(2023:£292 million). Within net management fees, £19 million (2023: £10 million) relates to interest
sharing arrangements on cash balances held on the Platform. This was offset by changes to the mix
ofassets and planned changes to the margins generated in 2023, predominantly the Cirilium Active
reprice and the new Platform pricing policy.
Other revenue within the Affluent segment, mainly consisting of our share of income from providing
advice within Quilter Financial Planning, was £84 million, 20% more than the prior year (2023: £70
million). This includes higher recurring charges from higher average levels of assets under advice.
Investment revenue of £36 million (2023: £31 million) represents interest earned on shareholder capital
held to meet the regulatory capital requirements of the business.
Total net revenue of £226 million in the High Net Worth segment was 7% higher in the year (2023: £211
million). Net management fees were £13 million ahead of the prior year at £198 million (2023: £185
million) largely due to higher average AuM, partially offset by changes to fee structures introduced in
2023. Net management fees include interest margin earned on client cash balances of £12 million (2023:
£13 million). Investment revenue, representing revenue earned on regulatory capital to support the
business, of £7 million was £1 million higher (2023: £6 million) due to higher average interest rates. Other
revenue of £21 million, predominantly reflecting revenue generated in Quilter Cheviot Financial
Planning, was marginally higher than the prior year (2023: £20 million).
Operating expenses*
Operating expenses increased by 3% to £474 million (2023: £458 million). This increase reflects our
planned investment in the business and inflationary increases, whilst focusing on our continued
sustainable cost savings through Simplification activities.
Operating expenses (£m)
2024 2023
Operating
expenses
As a
percentage
of revenues
Operating
expenses
As a
percentage
of revenues
Support staff costs 110 115
Operations 20 21
Technology 31 32
Property 28 30
Other base costs
1
33 29
Sub-total base costs 222 33% 227 36%
Revenue-generating staff base costs 101 15% 96 15%
Variable staff compensation 82 12% 74 12%
Other variable costs
2
51 8% 45 7%
Sub-total variable costs 234 35% 215 34%
Regulatory/Insurance costs 18 3% 16 3%
Operating expenses* 474 71% 458 73%
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.
We announced at our 2023 half-year results, a further £50 million of annualised run rate savings from
Phase Two of the Simplification programme with this anticipated to be delivered on a run-rate basis
bytheend of 2025. At 31 December 2024, the programme had delivered £35 million of these savings,
onarun-rate basis, largely through the continued rationalisation of the Group’s technology and property
estate, IT and operations efficiencies from our investment in Advice technology, and a reduction in
support costs as we continue to simplify our governance and internal administration processes. These
benefits were partially offset by the impact of inflation on our cost base during the year. As a result, base
costs as a percentage of revenues reduced 3 percentage points to 33% (2023: 36%).
Revenue-generating staff base costs increased by 5% to £101 million (2023: £96 million) and remains
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 £82 million (2023: £74 million) increased by 11%, driven by an increased
share price impacting the cost of deferred awards, National Insurance changes and improved business
performance. Other variable costs of £51 million (2023: £45 million) were above that of the previous year,
mainly driven by the increase in the average AuMA experienced over the year and increased business
investment including M&A activity.
Regulatory and insurance costs increased by 13% to £18 million (2023: £16 million) reflecting increased
Regulatory fees.
Governance Report Other information
33
Quilter plc Annual Report 2024
Financial statements
Strategic Report
Financial review continu ed
Taxation
The effective tax rate (“ETR) on adjusted profit before tax was 24% (2023: 23%). The Group’s ETR
isbroadly in line with the UK headline corporation tax rate of 25%. The Group’s ETR is dependent
onanumber of factors, including tax rates on profits in jurisdictions outside the UK and the value
ofnon-deductible expenses or non-taxable income.
The Group’s IFRS income tax expense was a charge of £69 million for the year ended 31 December 2024,
compared to a charge of £46 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 that 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) has historically been volatile due to timing differences between the
recognition of policy deductions and credits and the corresponding policyholder tax expense, resulting
in the need for significant adjustments to the adjusted profit to remove these distortions. The Group
has made changes to its unit pricing policy during 2024 relating to policyholder tax charges which will
reduce future volatility in these timing differences. These changes are expected to reduce the value of
adjustments made to future periods adjusted profit, set out in note 7(b)(vii) in the consolidated financial
statements.
Reconciliation of adjusted profit before tax* to IFRS result
Adjusted profit before tax represents the Group’s IFRS result, 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(a) 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 or loss 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.
Reconciliation of adjusted profit before tax to IFRS (loss)/profit after tax (£m) 2024 2023
Affluent 148 124
High Net Worth 48 41
Head Office 2
Adjusted profit before tax* 196 167
Adjusting items:
Impact of acquisition and disposal-related accounting (40) (39)
Business transformation costs (26) (28)
Skilled Person Review (10)
Customer remediation exercise (76)
Other customer remediation 3 (6)
Exchange rate movement (ZAR/GBP) 1 (2)
Policyholder tax adjustments (90) (62)
Other adjusting items 1
Finance costs (18) (19)
Total adjusting items before tax (256) (155)
(Loss)/profit before tax attributable to shareholder returns (60) 12
Tax attributable to policyholder returns 95 76
Income tax expense (69) (46)
IFRS (loss)/profit after tax (34) 42
The impact of acquisition and disposal-related accounting costs of £40 million (2023: £39 million)
includes amortisation of acquired intangible assets and acquired adviser schemes.
Business transformation costs of £26 million were incurred in 2024 (2023: £28 million). During 2024, the
Group spent £24 million on delivering Simplification initiatives (2023: £25 million). The implementation
costs to deliver the remaining £15 million of annualised run-rate savings for the programme are
estimated to be £40 million. Investment in business costs of £2 million (2023: £1 million) were incurred
as the Group continues to enable and support advisers and clients and improve productivity through
better use of technology.
Skilled Person Review costs of £10 million (2023: £nil) include the estimated external cost and direct cost
of internal resources to support and perform the Skilled Person Review of historical data and practices
across the Quilter Financial Planning network of Appointed Representative firms. This cost is excluded
from adjusted profit as management considers it to be outside of the Group’s normal operations and
one-off in nature.
Customer remediation exercise costs of £76 million (2023: £nil) include the estimated redress payable to
customers, comprising a refund of ongoing advice charges and interest payable for customers impacted,
and administrative costs, which represents the costs to perform a potential customer remediation
exercise across the Quilter Financial Planning network of Appointed Representative firms (see note 30
ofthe consolidated financial statements). This cost is excluded from adjusted profit as management
considers it to be outside of the Group’s normal operations and one-off in nature.
34
Quilter plc Annual Report 2024
For 2023, the other customer remediation expense of £6 million reflected £4 million of legal, consulting
and other costs and a £2 million provision increase related to non-British Steel Pension Scheme redress
payments. This was the result of the Group-managed past business review of defined benefit to defined
contribution (“DB to DC”) pension transfer advice suitability by an independent expert. For 2024, the
provision for redress decreased by £3 million as a result of the redress calculations performed for
customers being lower than forecast in 2023 due to the changes in assumptions used to perform the
calculations and market movements of the pension scheme values during 2024. Further details of the
provision are provided in note 30 in the consolidated financial statements.
In 2024, income of £1 million was recognised (2023: £2 million expense) due to foreign exchange
movements on cash held in South African Rand in preparation for payments of dividends to
shareholders. Cash was converted to South African Rand upon announcement of the 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.
Policyholder tax adjustments to adjusted profit were a credit of £90 million for 2024 (2023: £62 million
credit). 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 years. 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 tax expense, creating
volatility in the Group’s IFRS profit or loss before tax. During 2024, the Group made changes to its unit
pricing policy relating to policyholder tax charges which will reduce the value of these timing differences
in future years. These changes, together with current year market movements, have resulted in the
unwind of most of the opening timing difference.
Review of financial position
Capital and liquidity
Solvency II
The Group’s solvency surplus is £851 million at 31 December 2024 (31 December 2023: £972 million),
representing a solvency ratio of 219% (31 December 2023: 271%). The solvency information for the
yearto 31 December 2024 has been prepared based on the PRA rules and policy material that replaced
Solvency II assimilated law on 31 December 2024 (“UK Solvency II”). Comparative figures for regulatory
capital for 2023 are presented on a Solvency II basis. The solvency information for the year to
31December 2024 contained in this results disclosure has not been audited.
The Group’s solvency capital position is stated after allowing for the impact of the foreseeable dividend
payment of £57 million (31 December 2023: £50 million).
Group Solvency II capital (£m)
At
31 December
2024
1
At
31 December
2023
2
Own funds 1,566 1,540
Solvency capital requirement (“SCR”) 715 568
Solvency II surplus 851 972
Solvency II coverage ratio 219% 271%
1
Filing of annual regulatory reporting forms due by 27 May 2025.
2
As reported in the Group Solvency and Financial Condition Report for the year ended 31 December 2023.
The Group solvency surplus decreased by £121 million from the 31 December 2023 position primarily
due to the customer remediation exercise provision and costs relating to acquisitions, business
transformation and financing, partly offset by the net profit recognised in the year.
The Group’s own funds include the Quilter plc issued subordinated debt security which qualifies
ascapital under the UK Solvency II rules. The composition of own funds by tier is presented in the
tablebelow.
Group own funds (£m)
At
31 December
2024
At
31 December
2023
Tier 1
1
1,366 1,336
Tier 2
2
200 204
Total Group Solvency II own funds 1,566 1,540
1 
All Tier 1 capital is unrestricted for tiering purposes.
2 
Comprises a UK 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 191% of the Group SCR of £715 million.
Tier2 capital represents 23% of the Group solvency surplus.
Final Dividend
The Quilter Board recommended a Final Dividend of 4.2 pence per share at a total cost of £57 million.
Subject to shareholder approval at the 2025 Annual General Meeting, the recommended Final Dividend
will be paid on Tuesday 27 May 2025 to shareholders on the UK and South African share registers on
Friday 11 April 2025 (the “Record Date”). For shareholders on our South African share register, a Final
Dividend of 99.18040 South African cents per share will be paid, using an exchange rate of 23.61438.
Governance Report Other information
35
Quilter plc Annual Report 2024
Financial statements
Strategic Report
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) 2024 2023
Opening cash at holding companies at 1 January 349 392
Share repurchase and Odd-lot Offer (14)
Single Strategy business sale – price adjustment provision (4)
Debt issuance costs (2)
Dividends paid (73) (65)
Net capital movements (73) (85)
Head Office costs and Business transformation funding (34) (43)
Net interest received 18 13
Finance costs (17) (18)
Net operational movements (33) (48)
Cash remittances from subsidiaries 325 176
Capital contributions, loan repayments and investments (102) (86)
Other net movements (4)
Internal capital and strategic investments 219 90
Closing cash at holding companies at the end of the year 462 349
Net capital movements
Net capital movements in 2024, totalled an outflow of £73 million (2023: £85 million) relating to dividend
payments to shareholders in the year.
Net operational movements
Net operational movements were an outflow of £33 million in 2024 (2023: £48 million). This includes
£34million (2023: £43 million) of corporate and business transformation costs, finance costs of
£17million (2023: £18 million) relating to coupon payments on the Tier 2 bond and non-utilisation
feesfor the revolving credit facility, and £18 million (2023: £13 million) of net interest income on money
market funds, intragroup loans and cash holdings.
Internal capital and strategic investments
The net inflow of £219 million (2023: £90 million) is principally due to £325 million (2023: £176 million)
ofcash remittances from the trading businesses, which includes a remittance of £80 million as a result
of achange in the Solvency II calculation methodology in 2023. This is partially offset by £102 million
(2023:£86 million) of capital contributions to support business operational activities and further
investment in the underlying business, including strategic acquisitions.
Mark Satchel
Chief Financial Officer
Financial review continu ed
36
Quilter plc Annual Report 2024
Risk review
Introduction
The external economic environment benefitted
Quilter’s business model in 2024, supporting
growth in net flows. Nonetheless, continued
geopolitical tensions andtax changes implemented
in the UK budget, create uncertainty for the year
ahead. Effective risk management remains key
forgenerating value safely.
Quilter remains focused on its strategic priorities
and in support of their safe delivery, the effective
management of risk, in line with risk appetite.
Quilters risk appetite statements, key indicators
and thresholds were reviewed during 2024 with
changes made to reflect the evolution of the
business.
Quilter links risk management to performance
anddevelopment, as well as to the Group’s
remuneration and reward schemes. An open
andtransparent working environment which
encourages employees to embrace risk
management and speak up where needed, is critical
to the achievement of the Group’s objectives.
The work performed in 2024 to embed our target
culture, including the value to “do the right thing”,
supports good risk management behaviour across
the business.
The delivery of ongoing advice services and the
Skilled Person Review has also been an area of
focus in 2024. You can read more about this work
in the Chief Executive Officer’s statement on
pages 3 and 4.
Risk management framework
Quilters Risk Management Framework is designed to provide a qualitative and quantitative approach to
the understanding and management of risks. The framework supports the evaluation and management
of business opportunities, uncertainties, and threats in a structured and disciplined manner.
Oversight
Quilters governance structure is designed to
facilitate risk-based discussions and decisions
andto support the effective management of risks
across the business. Senior Manager Function roles
have defined responsibilities for risk management.
Quilter’s policies define the minimum required
standards for the management of risks.
Insight
Quilter uses key risk indicators and risk data
tounderstand trends in risk exposures and to
identify risks which could move outside of appetite,
to support timely management action. Stress and
scenario testing is performed to assess potential
plausible but severe events, in order to assess
Quilters resilience and to test contingency plans.
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
Governance Report Other informationFinancial statements
37
Quilter plc Annual Report 2024
Strategic Report
Risk review continued
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
deliver 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, the firm and the 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.
scenarios, covering a broad spectrum ofpotential
events, including market stresses and operational
risk events.
Assess controls
Effective controls are essential for either
supporting prevention of risks or mitigating their
effects once a risk has crystallised. We assess
theeffectiveness of our controls through Risk
andControl Self Assessments which are facilitated
byour risk management system and challenged
by the second line.
Additional actions
Where there are differences between the residual
level of risk (after controls) 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
Quilter’s various management risk committees
consider risk matters relevant to their business
area and escalate as required to the Quilter Group
Executive Risk Management Committee (“ERMC),
with escalation, as appropriate, tothe Quilter plc
Board Risk Committee and to the Quilter plc
Board. The ERMC is the most senior executive
committee responsible for reviewing and
monitoring the risk profile of the Group. This
includes coverage of all Level 1 and Level 2 risks
and any other material risks, to which Quilter is
exposed. The ERMC reviews and recommends
theproposed risk appetite to the Board Risk
Committee. The Board is responsible for
approving the Enterprise Risk Management
Framework, and for setting risk appetite.
Itreceives regular information on the Group
riskprofile and has ultimate responsibility
forriskappetite and capital plans.
Risk appetite statements
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. 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.
Risk appetite
Our risk appetite statements define the amount
ofrisk that the Board is willing to take in pursuit
ofQuilter’s strategic priorities. High level risk
appetite statements are set against Quilter’s Level
1 risks (see table on the right) and are supported by
more granular appetite statements and measures
linked to the Level 2 risks. Quilter’s position against
risk appetite is measured on a regular basis
through the monitoring of key indicators and
management information reported to the Board.
The risk appetite statements, key indicators and
thresholds were reviewed and refreshed by the
Board during 2024. 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 risk exposure to
acceptable levels.
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,
the firm or the 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
38
Quilter plc Annual Report 2024
During 2024, the Quilter plc Board Risk Committee has overseen the organisation’s risk profile, focusing on the Level 1 risk categories, which describe the principal areas of risk exposure
forQuilter. The table below sets out Quilter’s principal risks and uncertainties, including Executive Committee member ownership and key mitigants being implemented by management.
Therisk trend noted is the overall residual risk trend (after the application of risk controls) throughout 2024.
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 elevated due to ongoing conflicts in Ukraine and the
Middle East. These risks have thepotential to impact the global economy through
increases in inflation, impacting economic growth and equity markets.
Throughout 2024, external economic conditions benefitted Quilter’s business model,
reflected in improved flows over the year. The changes implemented by the new Labour
Government in the October 2024 Budget to taxation, spending, borrowing, and fiscal
rules are being monitored for their effect on Quilter’s forward strategy.
Quilter has continued its transformation journey during 2024, through strategic
initiatives relating to business efficiency, cost reduction and proposition enhancement.
Quilter’s focus is to maintain the pace of strategic delivery and agility in order to
continue to provide a compelling proposition in a rapidly changing industry.
Primary risk owner:
Chief Financial Officer
Mitigation in 2024
Continued successful cost reduction and maintenance of operating
margin within target.
Continuation of Wealth and Advice transformation programmes.
Implementation of the Quilter Partners initiative and onboarding
ofinitial partner firms.
Relaunch of the Financial Adviser Academy.
Planned and ongoing activity
Activities to support adviser and Investment Manager retention.
Ongoing management and delivery of business transformation
programmes.
Integration of NuWealth.
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 progress the enhancement of its operational environment and
improving resilience across the business to ensure compliance with our operational
resilience obligations.
Primary risk owner:
Chief Operating
Officer
Mitigation in 2024
Ongoing business simplification activity.
Enhancements to root cause analysis reporting, supporting
improvement activity.
Enhancements to customer servicing workflow tools.
Planned and ongoing activity
Operational transformation programme to further align and
streamline operational processes across the Affluent segment.
Stress-testing activities and further development of playbooks
forsignificant resilience events.
Maintenance and review of operational resilience arrangements,
including our Important Business Services, to ensure continued
alignment with regulatory requirements.
Risk
trend
Technology
and security
A stable, reliable, and up-to-date technology environment underpins the delivery of
Quilter’s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 Quilters reputation, regulatory standing, and the services it
providesto customers.
Primary risk owner:
Chief Operating
Officer
Mitigation in 2024
After migrating the International business to Utmost in late 2023,
Quilterdecommissioned related IT assets in early 2024, reducing
theorganisation’s risk profile.
A threat-led security testing approach was implemented which
simulates real-world cyber attacks. Key parts of the Security Operations
Centre were brought in-house for better control and deeper
understanding of Quilter’s IT infrastructure and business model.
Planned and ongoing activity
Continuous evolution of controls to prevent and detect incidents. This
ongoing effort, driven by a threat-led capability, enables Quilter to keep
ahead of emerging threats and maintain robust security measures.
Risk
trend
Risk trend key
Stable
Decreasing
Increasing
Governance Report Other information
39
Quilter plc Annual Report 2024
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. Oversight and reporting of customer outcomes has evolved
and been enhanced in 2024, following implementation of the Consumer Duty in 2023.
Delivery of quality advice 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.
Primary risk owner:
Chief Distribution
Officer
Mitigation in 2024
Evolution and enhancement of the oversight and reporting
ofcustomeroutcomes.
Introduction of a customer roadmap to drive improvements
incustomerexperience.
Vulnerable customer training rolled out to all staff.
A number of propositional developments including implementation
ofCashHub on Platform and continued alignment of investment
proposition across multi-asset funds.
Planned and ongoing activity
Continue to strengthen financial advice processes and supporting
controls.
Continued evolution of Quilter’s products with a focus on retirement
and protection 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 by local regulators 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.
Primary risk owner:
Chief Risk Officer
Mitigation in 2024
Activity underway following delivery of the first Consumer Duty Board
report and the mitigation of risk associated withthe Ongoing Advice
Review.
Planned and ongoing activity
Further process and control enhancements in association with the
Skilled Person Review.
Ongoing regulatory engagement and regulatory horizon scanning.
Development of implementation plan for the upcoming changes
totheUK Corporate Governance Code.
Risk
trend
People
Quilter relies on its talent to deliver service to customers and to progress strategic
initiatives. Quilter’s talent pool is key to the ongoing progress of the Company by having
adiverse range of staff and views that will provide the senior management ofthe future.
We seek to proactively identify talent gaps to support the future capabilities required to
implement Quilter’s strategy.
Ensuring that staff and management stand behind Quilters values which underpin the
culture of the firm is fundamental to a proactive, risk aware firm which values itspeople
and the need to uphold its regulatory obligations. Negative management culture and a
lack of accountability can lead to inertia and a deterioration in control which puts both
customers and the firm at risk.
Risk owner:
HR Director
Mitigation in 2024
Dependency and resource mapping to support strategic initiatives
toidentify and retain key capabilities.
Development of Talent Strategy to support longer-term strategic
ambition/initiatives.
Culture and value transformation, including refreshed purpose and values.
Segment-specific and Quilter-wide communication to support greater
employee engagement.
Planned and ongoing activity
Ongoing talent management and succession programme.
Ongoing regular employee engagement surveys.
Ongoing all-employee conferences.
Risk
trend
40
Quilter plc Annual Report 2024
Geopolitical
landscape
Conflicts and
political instability
impact market risk,
client sentiment and
strategic direction
Following elections in many parts of the world in 2024, governments
willneed to respond swiftly to mounting economic, social, security,
environmental and technological challenges. Their ability to do so and
the nature of the response is likely to have an impact on customers
circumstances and may therefore affect attitudes toward financial
investments.
Geopolitical risks are considered to remain elevated and increasing with
the ongoing Russia/Ukraine war and renewed conflict in the Middle East,
creating the potential for further macroeconomic destabilisation.
Cyber threats
Malicious
attempts to
access, damage or
disrupt networks
We have observed increased cyber activity in conflict zones and around
global elections. Adversaries continue to use advancements in
technology to increase the likelihood of success in attacks and this has
also lowered the barrier to entry for conducting criminal cyber activity.
The rapid growth of AI is likely to continue to increase the nature and
sophistication of attacks; and we continue to monitor the evolution
ofquantum computing and its potential impact on cyber security.
Disruptive
competition
New technologies
and changes in
thecompetitive
landscape
increases margin
pressure
The potential entrance of “big tech” firms into financial service delivery,
coupled with the white labelling of platforms and 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.
The evolution of digital assets as an increasingly prominent asset class,
and the implications of associated infrastructure development present
amore distant potential risk to Quilter’s business model and operations.
Generational
shifts
Ageing
populationand
intergenerational
wealth transfer
islikely to change
customer
expectations and
demands
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 services providers) transfer pensions risk to individuals. Attitudes
towards wealth management are shifting, with younger generations being
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
Technology
advancements
inadvice market
impacting
marginrisk
There are a number of factors contributing to an evolving advice market.
These include: both a shortage and ageing demographic of financial
advisers, an increased demand for digital propositions, and regulatory
activity designed to bridge the advice gap, including the Advice Guidance
Boundary Review. These developments present opportunities and threats
which Quilter will need to respond to.
Climate
change
Transition and
physical risks
The UK Government has committed that the UK will 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. Physical climate risks continue to crystalise and
areexpected to become more extreme and more frequent in future,
threatening the stability of the UK’s infrastructure, including energy
supplies. 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 informationFinancial statements
41
Quilter plc Annual Report 2024
Strategic Report
Risk management and
internalcontrol
Quilter is committed to operating within a strong
system of internal control that enables business
tobe transacted and risk taken without exposing
the Group to unacceptable potential losses or
reputational damage.
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.
The Quilter Group Governance Manual supports
the maintenance of a sound system of internal
control by setting out the Group’s approach to
governance and the policies, standards and
processes by which it operates, ensuring that
allrelevant statutory, regulatory and governance
matters affecting Quilter are taken into account.
The Board Audit Committee and the Board Risk
Committee have a joint responsibility for reviewing
and monitoring the effectiveness of Quilter’s
internal control framework.
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
and disciplined manner. The Group’s principal risks
and uncertainties are set out onpages 39 to 40.
Further information on the oversight of risk and
internal control at Board level can be found on
pages 72 to 76.
Quilters 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 and other reports;
reporting controls procedures and systems
which are regularly reviewed;
protection of assets;
compliance with laws and regulations; and
financial crime prevention and detection.
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.
Quilters Risk Appetite Framework supports the
delivery of Quilters 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 planning 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.
The majority 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. In addition, the Board’s
assessment also considered the potential financial
and regulatory implications of the Skilled Person
Review which include the potential payment of
remediation and associated administrative costs.
Further information on the Skilled Person Review
is contained in note 30 to the Group’s financial
statements.
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 stresses are
tested at severity levels which would be expected
to occur once in every 50 years and once in every
200 years. These stresses are tested in order
toconfirm whether the Group and underlying
operating entities have sufficient financial
resources 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.
Viability statement and going concern
42
Quilter plc Annual Report 2024
Chair’s governance overview 44
Operating within a robust
governance framework 45
Board of Directors 46
Governance at a glance 49
Principal Decisions of the Board in 2024 50
Governance in Action Spotlights 56
Board Corporate Governance and
Nominations Committee Report 57
Board Audit Committee Report 64
Board Risk Committee Report 72
Remuneration Report 77
 Board Remuneration Committee Report 77
 DirectorsRemuneration Policy 82
 Annual Report on Remuneration 92
Directors’ Report 105
Governance Report
Conclusion on viability
Having given due consideration to the Group’s
current capital and trading position, principal
risks and the three-year Business Plan, as well
as 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 2027.
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 5 March 2025.
Ruth Markland
Chair
On behalf of the Board
In all the severe but plausible adverse stresses
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 suspension of dividend
payments in the most extreme stresses, deferral
of strategic initiatives and actions to reduce costs,
including reductions invariable compensation
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 Business Plan unviable.
The results of these tests indicate that the stress
events which could make the current Business
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. Details of the Group’s principal risks
and Risk Management Framework are set out
onpages 37 to 41.
Strategic Report
43 43
Quilter plc Annual Report 2024
Governance Report Other informationFinancial statements
Compliance with the UK Corporate Governance Code 2018
Chairs governance overview
Dear shareholder
As Chair of the Board, I am pleased to introduce the
Governance Report for 2024. During the year, the
Board has maintained its focus on overseeing and
providing guidance and challenge to management on
the implementation of the Group’s strategic priorities
for the benefit of its stakeholders. On pages 50 to 56
of this Governance Report, I have detailed the
principal decisions taken by the Board in 2024 in
support ofthe Group’s strategy. The Board has
dedicated time in 2024 to the Ongoing Advice Review,
which you can read more about on pages 3 and 4.
Akey area of focus for the Board during the year was
overseeing the refresh ofQuilter’s purpose and
values, which were designed toreinforce the Group’s
target culture and were approved by the Board in
June 2024. You can read more about this on pages
16and 17.
As part of the Board’s deliberations and decision
making, it ensures there is due consideration of the
interests of, and resulting impacts on, Quilter’s
stakeholders. In order to do this effectively, the Board
is kept informed of the views of our stakeholders
through reporting from management and direct
engagement at Board level. The Board hears regularly
from our designated Workforce Engagement Director
on the insights they have gained from their
engagement with our colleagues across the Group
and the Board has spent considerable time
considering how we can best serveour customers.
Further information on our engagement with
stakeholders can be found on pages 13 to 15 of the
Strategic Report.
The Board has acted on the recommendation of
theBoard Corporate Governance and Nominations
Committee in overseeing changes to the Board’s
composition and been briefed on succession
planning. That Committee has rigorously managed
the detailed work to ensure orderly succession
planning, including the appointment of two new
Non-executive Directors during the year. You can
read more about the work of this Committee on
Board composition, including details of the changes
to the Board in 2024, succession planning and
diversity onpages 57 to 62.
An effective Board is integral to a well governed
company and I am pleased to confirm that the 2024
Board effectiveness review found that the Board
andall Board Committees have continued to operate
effectively. An overview of the review process,
findings and actions can be found on page 63 of
theBoard Corporate Governance and Nominations
Committee’s Report.
The Board oversaw further simplification of the
governance structure within our Affluent segment
during the year, building on the changes to our
Boardcorporate governance model in 2023.
Furtherinformation can be found on page 52.
Following review by its specialist Committees, the
Board has been briefed on the work undertaken
toassess the impact of the 2024 UK Corporate
Governance Code, and you can read more about
theprogress on page 68.
Finally, I would like to express my gratitude to my
fellow Directors and all Quilter colleagues fortheir
dedication and efforts in delivering the achievements
we have made in 2024, and to our stakeholders for
the support they have shown to Quilter.
Ruth Markland
Chair
Ruth Markland
Chair
UK Corporate Governance Code 2018
(the “Code”)
Quilter is subject to the Code and complied
withall relevant provisions during the year,
except for a brief period when the composition
of the Board Remuneration Committee did
notfully meet provision 32 while the Board
membership was refreshed.
As at 31 December 2024, Quilter fully complied
with the Code. Details of our corporate
governance framework are available on page 45
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
and has been reviewed by the Board. The 2024
Code applied to Quilter from 1 January 2025
(with the exception of provision 29 (risk
management and internal control), which will
apply from 1 January 2026). We are currently
implementing the 2024 Code as appropriate
and will report in detail next year.
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 105 to
108) we comply with the corporate governance
statement 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 16 to 17 and 56
Shareholder engagement 15
Other stakeholder engagement 13 to 15
Oversight of Board level conflicts
of interest 60
Division of responsibilities
Role of the Chair 46
Division of responsibilities on the
Board 45 and 46
Assessment of Non-executive
Director role 45 and 58 to 59
Assessment of independence
on the Board 58
Composition, succession and
evaluation
Board effectiveness 63
Board and Executive succession
planning 58 to 60
Audit, risk and internal control
Integrity of financial statements 64 to 71
Fair, balanced and understandable 66
Internal controls and risk
management 68 and 73 to 76
Assessment of external
independent auditors 71
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 78 to 91
Independent judgement and
discretion 77 to 80
44
Quilter plc Annual Report 2024
– 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.
– 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 performance review.
– 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.
– Oversees risk strategy.
– Recommends the total level of risk Quilter
isprepared to take (risk appetite).
– Monitors the Group’s risk profile.
– Assesses the top and emerging risks.
– Monitors and reviews the internal control
framework.
– Oversees the effectiveness of the Risk and
Compliance function.
Operating within a robust governance framework
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.
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.
The Group Executive Committee members report to the ChiefExecutive Officer for their respective areas ofresponsibility and delivery of the Business Plan and Operating Plan.
Where appropriate, members of the Group Executive Committee choose to discharge their responsibilities via managementcommittees.
Key Management Committees
Chief Executive Officer
Group Executive Committee
The Board
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managethe Quilter business. To support the Chief Executive Officer in discharging his responsibilities,he is supported by the Group Executive Committee.
The key management committees oversee specific areas of responsibility such as the Group’s risk management, operations, customers and colleagues.
Board Audit Committee
Board Corporate Governance
and Nominations Committee
Board Remuneration Committee Board Risk Committee
Strategic Report
Other information
45
Quilter plc Annual Report 2024
Financial statements
Governance Report
Board of Directors
The Quilter Board comprises the Chair, the Senior Independent
Director, Chief Executive Officer, Chief Financial Officer and
independent Non-executive Directors.
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.
The Senior Independent Director supports the Chair on all
governance issues and provides a communication channel
betweenthe Chair and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.
All Directors are subject to re-election annually byshareholders
atthe Companys 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. Information on changes to the Board during
2024 can be found on pages 58 to 59.
Ruth Markland
Chair
Appointed: June 2018
Committee memberships:
Board Corporate Governance and Nominations Committee
C
Board Remuneration Committee
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 a member of the supervisory board of Arcadis NV until April 2021. Ruth
became Chair of the Quilter Board in May 2022. Her extensive experience in senior board roles and deep
understanding of governance equip her to effectively lead the Board.
External appointments: None.
Neeta Atkar MBE
Senior Independent Director
Appointed: August 2022
Committee memberships:
Board Audit Committee
Board Corporate Governance and Nominations Committee
Board Remuneration Committee 
C
Board Risk Committee 
C
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 various
senior risk roles in organisations including Lloyds Banking Group and, latterly, 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 the British Business Bank plc. She also has extensive experience
serving on remuneration committees, having been a member of the Nomura Europe Holdings plc
remuneration committee since 2018 where she also chairs their German subsidiary remuneration committee.
This experience, together with her deep understanding of customers, risk, regulation and remuneration,
enables Neeta to make significant contributions to the Board. In October 2022, Neeta was appointed as
theBoard Consumer Duty Champion and in September 2024 she became Senior Independent Director.
External appointments: Non-executive Director of Nomura Europe Holdings plc and Senior Independent
Director of British Business Bank plc.
46
Quilter plc Annual Report 2024
Steven Levin
Chief Executive Officer
Appointed: November 2022
Skills and experience: Steven has deep industry knowledge, having worked in various asset management,
investments, platform and distribution roles in his career. 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 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.
Denotes Chair of Committee
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 several 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 Quilter 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.
Mark Satchel
Chief Financial Officer
Appointed: March 2019
Moira Kilcoyne
Independent Non-executive Director
Appointed: December 2016
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, data
management 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 Ltd and a member of the board
of governors at FINRA.
Chris Hill
Independent Non-executive Director
Appointed: March 2024
Committee memberships:
Board Audit Committee
Board Remuneration Committee
Skills and experience: Chris has considerable financial expertise and knowledge of the wealth management
industry. He has extensive experience across a range of sectors including serving as Chief Executive Officer at
Hargreaves Lansdown plc, Chief Financial Officer at IG Group Holdings plc, a FTSE 250 online trading platform,
and Chief Financial Officer at Travelex, the global currency and payments business. Chris held several
leadership roles at GE Capital after completing his accountancy qualifications with Arthur Andersen. His
experience of large-scale business operations and driving business performance enables Chris to add further
depth to Board discussions and help Quilter deliver its strategic goals. In September 2024, Chris was appointed
as Quilter’s Workforce Engagement Director.
External appointments: Trustee of the Just Finance Foundation, member of the FCA Practitioner Panel and
an adviser to Boston Consulting Group.
Strategic Report
Other information
47
Quilter plc Annual Report 2024
Financial statements
Governance Report
George Reid
Independent Non-executive Director
Appointed: February 2017
Committee memberships:
Board Audit Committee 
C
Board Corporate Governance and Nominations Committee
Board Risk Committee
Chris Samuel
Independent Non-executive Director
Appointed: July 2021
Committee membership:
Board Risk Committee
Skills and experience: George has extensive financial expertise having spent over 20 years in the accounting
profession, including lengthy tenures at PwC, and, latterly, Ernst & Young LLP as managing partner and Head
ofFinancial Services for Scotland and UK regions. This experience provides George with a deep understanding
of, and the ability to critically assess, key accounting, financial reporting and audit matters, and the control
environment required for a wealth management business. 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 enables 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 several asset management businesses including Gartmore Investment
Management, Hill Samuel Asset Management and Cambridge Place Investment Management. Prior to that
heworked at Prudential-Bache Securities and KPMG, where he qualified as a Chartered Accountant. Chris
previous non-executive experience includes roles as Chair of JP Morgan Japanese Investment Trust plc and
asaDirector of Alliance Trust plc, Sarasin & Partners LLP and UIL Limited.
External appointments: Chair of BlackRock Throgmorton Trust plc and Non-executive Director and Chair
designate of Scottish Mortgage Investment Trust PLC.
Board of Directors continued
Alison Morris
Independent Non-executive Director
Appointed: September 2024
Committee memberships:
Board Audit Committee
Board Remuneration Committee
Board Risk Committee
Skills and experience: Alison is a Chartered Accountant and brings a wealth of recent and relevant
experience of the financial services sector. She has detailed and specialist knowledge of accounting and
auditing practices having been a partner in PwC’s financial services audit practice from 1994 until the end
of2019. During her tenure at PwC, Alison held several leadership roles, including being a member of the
executive management team which led their audit practice. In her non-executive career, Alison has extensive
experience of chairing audit committees and serving on risk committees of financial services organisations
including Paragon Banking Group PLC, Sabre Insurance Group plc and, formerly, M&G Group Limited. Alison’s
deep financial expertise and audit experience in the financial services sector enables her to make a significant
contribution to the Quilter Board.
External appointments: Senior Independent Director of Paragon Banking Group PLC and Non-executive
Director of Sabre Insurance Group plc.
48
Quilter plc Annual Report 2024
Board meeting attendance
during 2024
Length of tenure for Chair and
Non-executive Directors
2024 2023
0-3 years
3-6 years
6-9 years
Industry knowledge and experience
2024
Accounting and Finance
International Financial Services
Investment and Asset Management
Legal, Governance and Risk
Operations and Technology
Wealth Distribution
Figures represent number of Board members with relevant
experience.
Scheduled
Board
meetings
Ad hoc
Board
meetings
Chair
Ruth Markland 7/7 4/4
Executive Directors
Steven Levin 7/7 4/4
Mark Satchel 7/7 4/4
Independent Non-executive Directors
Neeta Atkar
1
7/7 4/4
Chris Hill
2
5/5 4/4
Moira Kilcoyne 7/7 4/4
Alison Morris
3
2/2 3/3
George Reid 7/7 4/4
Chris Samuel 7/7 4/4
Former Non-executive Directors
Tim Breedon
4
5/5 1/1
Tazim Essani
5
3/3
Paul Matthews
5,6
2/3
1
Appointed as Senior Independent Director with effect
from 12 September 2024.
2
Appointed with effect from 7 March 2024.
3
Appointed with effect from 9 September 2024.
4
Stepped down with effect from 11 September 2024.
5
Stepped down with effect from 23 May 2024.
6
Paul was unable attend to attend one meeting due to a
prior engagement. He reviewed the papers and comments
were provided to the Chair in advance of the meeting.
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.
89%
11%
2024
2024 2023
Strategy and Delivery of Strategy
Business Performance Oversight
Stakeholder Management
Risk Management and Governance
Gender identity
Number of senior positions
1
on the Board (%)
Number of Board Members (%)
Number of Board Members (%)
Ethnic background
56%
44%
2024
50%50%
2024
White British or other White
(including minority-white groups)
Asian/Asian British
*
As at 31December 2024
1 
Chair, Chief Executive Officer, Chief Financial Officer
or Senior Independent Director.
38%
24%
20%
18%
2024
34%
27%
15%
24%
2023
Female
Male
Female
Male
Board activity Board composition* Board skills and experience*
Governance at a glance
Board briefings
The Board has attending briefings throughout
the year. These included:
Artificial Intelligence
Consumer Duty
Cyber Security
Strategic Report
Other information
49
Quilter plc Annual Report 2024
Financial statements
Governance Report
Principal decisions of the Board in 2024
2024 was another evolutionary year for Quilter.
The Board oversaw the continued delivery of the
Group’s strategic priorities and were pleased
withthe significant progress made under the
leadership of our Chief Executive Officer, Steven
Levin. We continue to stay focused on the
execution of our strategy toenable Quilter to
deliver long-term, sustainable success for our
stakeholders. Set out in the following pages are
some of the key areas of Board focus in 2024.
The Board relies on the detailed work performed
by its Committees on a wide range of issues and
isgrateful for their robust oversight and challenge
again this year.
Delivery of our strategy
Through updates from our Chief Executive Officer,
Chief Financial Officer and other members of the
Group Executive Committee, the Board was
briefed regularly on progress to deliver our
strategy. The Board considered and discussed
theexternal economic environment, political and
regulatory change including analysis of the impact,
constraints and opportunities these events
present for our business model, and our
performance. The Board was pleased that the
improvements made to our investment platform
inprior years enabled the business to generate
record core net inflows in 2024. Atthe Board
Strategy Day held in May 2024, the Board
reaffirmed its commitment to our three key
strategic priorities. In this report you can read
more about how we deliver our strategy and the
key outcomes of the Board’s deliberations during
the year.
In January 2025, the Board discussed how the
strategy is now evolving. You can read more about
this in Steven’s report on page 3.
1. Building
Distribution
Given our belief in the importance of advice,
the Board approved continuing investment
inour financial planning business.
Nine firms are now part of our Quilter
Partners model enabling advisers to access
our investment propositions and platform,
whilst retaining their entrepreneurial drive
asan owner-operated business.
The Board has been briefed on adviser
productivity and the progress made in the
implementation of the new adviser Academy.
Mindful of our commitment to advice, the
Board agreed to hold a deep dive on the
Academy in 2025.
The Board has welcomed the progress being
made by the transformation of our wealth
management business, where work tosimplify
the client journey and modernise client touch
points is progressing. There is more to do to
deliver the programme, but the Board believes
that being directly authorised will support our
customers.
The Board was apprised on the programme
tomodernise and automate the control
environment in our financial planning
business. This is a multi-year programme
andwill continue to be an important area
ofstrategic focus in 2025.
2. Enhancing
ourProposition
During the year, the Board oversaw
enhancements in our customer products
withincreased take up in the CashHub, the
acquisition of NuWealth and the continuing
implementation of our flagship investment
portfolios, WealthSelect, on other platforms.
The changes in 2023 to gain more business
from the IFA channel were successful, with
improved new business flows contributing
tothe rise in net flows in the year.
Advisers and customers seek robust
investment returns that align to their risk
profiles. The Board received quarterly updates
from our Quilter Investors and Quilter Cheviot
Chief Investment Officers on investment
performance, with enhancements agreed
todrive more consistent reporting of
performance to the Board. The steps taken
inprior years to enhance strategic and tactical
asset allocation and investment risk reporting
in Quilter Investors, and the detailed
consideration by our subsidiary boards on
theAssessment of Value process, has been
welcomed by the Board. This enhanced
reporting has enabled the Board to challenge
management to provide assurance that the
products available to our customers and clients
are delivered in accordance with the
investment mandate and are aligned to the
principles of the FCA’s Consumer Duty.
The Board has also been supportive of
proposals made by management to undertake
modest inorganic acquisitions. Thishas
included approval to acquire a small number
of advice firms.
3. Driving
Efficiency
Led by our Chief Financial Officer, the business
has continued to deliver year-on-year cost
savings and the Board has received regular
updates on progress.
We finalised the simplification of our board
corporate governance framework in our
Affluent business, with new regulatory
permissions approved by the FCA to enable
Quilter Investors to delegate the investment
management of its fund range to the Quilter
Platform. This allows Quilter Investors to focus
on its responsibilities as an authorised fund
manager.
During the year, there has been continuing
work to modernise support for customers
andmanage costs through the introduction
ofnew technology and enhancements in
howwe manage data. The Board is clear that
thereis more to do in this evolving area and
iscommitted to spending more time in 2025
on the opportunities that Artificial Intelligence
(“AI”) may present, whilst being mindful of the
necessary discipline and governance required
in the use of AI to manage the business in a
responsible way.
50
Quilter plc Annual Report 2024
The work of your Board in 2024
Report Key areas of discussion and activity Outcomes
Business
Performance
Oversight
Chief Executive
Officer’s report
Through these reports the Chief Executive Officer provided his perspective on the
performance of the business, including the external market conditions, competitor
activity, delivery against our KPIs, notable regulatory updates and other substantive
matters.
The Chief Executive Officer apprised the Board of progress against the 2024
Business Plan and the delivery of the 2024 Operating Plan.
Monitored the delivery of the 2024 Business Plan and scrutinised
the underpinning 2024 Operating Plan.
Business
Reviews
The Board received and discussed “deep dives” from senior leaders on business
strategy and performance.
Reviewed the progress made on Wealth Management
transformation in our High Net Worth segment following approval
from the FCA for a change in regulatory permissions enabling
customers to do business with Quilter in a more simple and
efficient manner.
Approved the strategic direction for our underlying businesses.
Chief Financial
Officer’s report
Financial performance
The Chief Financial Officer reported regularly on the delivery of the Group’s
financialperformance against the Business Plan, prior year performance and
otherkey performance indicators.
2025-2027 Business Plan
The Board dedicated time to the development and approval of the 2025-2027
Business Plan. This included reviewing and challenging the economic and market
assumptions underpinning the Plan.
Dividend and capital management
A key focus for the Board is to ensure that Quilter has a disciplined capital allocation
framework, whilst maintaining a robust balance sheet and liquidity position.
TheBoard has been careful to strike the right balance between value creation
andreturns for shareholders while investing in our businesssustainability and
long-term success.
Approved the 2025-2027 Business Plan.
Approved the 2023 Annual Report and financial statements.
Approved the half year results announcement.
Approved the full year and half year dividend.
Approved the renewal of the Group’s Revolving Credit Facility.
Strategic Report
Other information
51
Quilter plc Annual Report 2024
Financial statements
Governance Report
Report Key areas of discussion and activity Outcomes
Business
Performance
Oversight
Chief Operating
Officer’s report
These updates informed the Board on the developments in our Technology
andOperations areas to support our customers and advisers, including how we
aremanaging and controlling data, overseeing our material outsourced partners
and suppliers, and driving more efficiency in our operations.
The Board was also briefed on the prompt action taken by management to assess
the impacts of the global CrowdStrike IT incident in July 2024 on our business, as
wellas our key strategic partners and other suppliers. This included the steps taken
to protect our customers and colleagues.
The Board was briefed by external experts on new technology and cyber matters,
including AI, and considered how these can be harnessed to support the delivery
ofour strategy.
Approved the Group’s Operational Resilience Assessment.
Discussed and challenged ongoing enhancements in our
operations teams.
Strategy and
Delivery of
Strategy
Corporate
Sustainability
The Board oversees the governance and framework for Quilter’s Corporate
Sustainability strategy. This incorporates responsible investment, corporate
socialresponsibility, including the impact on our communities through the
QuilterFoundation, and our approach to managing climate change.
The Board has been briefed on the progress made in these three areas, including:
the performance of our sustainable and responsible funds;
updates on the management governance overseeing external reporting;
the impact made by the work of the Quilter Foundation, which is described further
on page 14;
how the investment teams engage on behalf of clients with investment firms; and
the environmental impact of Quilter’s own offices and the improvements made to
them to be more environmentally friendly.
Asked management to reset the Group’s strategy on
sustainability.
Endorsed the new management governance oversight
ofclimate-related responsibilities and reporting.
Approved the Group TCFD Report and the Sustainability
disclosures that form part of our Annual Report.
Approved the Group Stewardship Code.
Approved the Group’s Modern Slavery Statement.
Governance
Simplification
As reported last year, a new Board corporate governance model was implemented
in 2023 to give the Board a more direct line of sight to our Affluent segment. This
new model has embedded well during 2024 andisdelivering the benefits expected,
including greater efficiency in our Board governance processes. During the year, the
Board oversaw further structural change within the Affluent segment with new
regulatory permissions approved by the FCA to enable Quilter Investors to delegate
the investment management of its fund range to the Quilter Platform. This drives
greater simplification of governance with Quilter Investors becoming a focused
authorised fund manager from the beginning of 2025, in addition to strengthening
the management of conflicts of interest within the Affluent segment.
Approved in principle the change in the corporate governance
operating model and in the regulated activities of material
subsidiary companies.
Principal decisions of the Board in 2024 continued
52
Quilter plc Annual Report 2024
Report Key areas of discussion and activity Outcomes
Strategy and
Delivery of
Strategy
Investment
performance
reports
Our Chief Investment Officers reported quarterly to the Board, ensuring that it had
clear sight of how Quilter Investors and Quilter Cheviot delivered investment returns
in line with fund benchmarks and our customers’ preferences onrisk tolerance.
Revised the investment performance reporting to enable the
Board to more effectively challenge the performance
andoutcomes delivered for customers.
Customer
Reports and the
Consumer Duty
updates
These reports provided valuable insights into how Quilter is perceived, the quality
ofthe outcomes achieved for our customers, and the opportunities to drive
improvements that will create value for our customers to support good customer
outcomes.
Customer insights
The Board received regular updates on the service Quilter provided to our
customers. This included the performance of investments, which drive investment
returns for clients. The Board was supported by the Board Risk Committee which
applies significant scrutiny to customer issues and reporting. Whilst all Board
members raise and challenge customer issues, the Board has asked Neeta Atkar to
act as our Group Consumer Duty Champion, a role she has undertaken since 2022.
The Consumer Duty assessment
The Board was regularly updated on the process adopted to enable the Board to
discuss and challenge the Group’s first Consumer Duty assessment ahead of the
31July 2024 deadline. Significant time was spent preparing for this assessment, with
specific focus on areas of continuing enhancement, including support for vulnerable
customers and improvements in the underlying metrics used to inform the
judgements that management report to the Board. Management presented a report
setting out the scope of activity, the results of its monitoring of customer outcomes
and the actions required as a result of the monitoring. The report was scrutinised in
detail by the Board Risk Committee and the boards of our regulated entities, and the
Group Board reviewed the process and key findings set out in each report. Each
board approved its assessment and implemented an action plan for future
enhancements, with the Group Board endorsing the overall plan.
The Board was briefed by external subject matter experts on the key issues
regarding the Consumer Duty and best practice for implementation. All Board
papers highlight, where relevant, the impacts of proposals on customers and other
stakeholders for consideration by the Board.
Ensured that the business strategy was aligned to our customer
strategy.
Oversaw and approved the process of assessment for the
Consumer Duty for the Group‘s UK regulated subsidiaries.
Endorsed the first Group Consumer Duty assessment including
an action plan for continuous enhancement.
Asked management to enhance the metrics presented to the
Board to enable better line of sight into customer journeys
andthe support provided to vulnerable customers.
Strategic Report
Other information
53
Quilter plc Annual Report 2024
Financial statements
Governance Report
Report Key areas of discussion and activity Outcomes
Risk Management
andGovernance
Chief Risk
Officer’s report
The Board was updated regularly on the second line view of the key risks in our
business and the effectiveness of management’s efforts to mitigate those risks. The
Chief Risk Officer, the Chief Executive Officer and other executives briefed the Board
on new and emerging risks, key regulatory matters, operational resilience, data and
IT security.
Risk appetite
Throughout the year, the Board heard from the first line, the Chair of the Board Risk
Committee and the Chief Risk Officer on overall performance against risk appetite
and key areas of focus. This included an assessment of Quilter’s Group-wide top
risks, including regulatory, climate and business risk.
Risk Management Framework
A refresh of the risk management framework was completed in the year, with
continued embedding of the new approach expected to take place in 2025. An
important part of the framework is how we protect our clients from financial crime
which was a specific area for review in 2024 and will remain an area of focus in 2025.
Approved an update to the Enterprise Management Risk
Framework and changes to the risk appetite statements and
KeyRisk Indicators.
Approved the Group ICARA and Group ORSA on the
recommendation of the Board Risk Committee.
Approved the new Financial Crime Risk Management
Framework.
Discussed the approach to internal controls assessment in light
of the new UK Corporate Governance Code recommendations
due to be implemented for reporting periods commencing
1January 2026.
Reports from
the Chairs of
our Board
Committees
To ensure that the Board is apprised on the detailed work conducted by the
BoardCommittees, the Chair of each Board Committee briefed the Board on the
Committee’s key discussions and provided a written report tothe Board after
eachBoard Committee meeting, where the time between meetings allowed.
The Board spent time on its own succession arrangements and those of
management.
On the recommendation of the Board Corporate Governance
and Nominations Committee, approved the appointments
ofChris Hill and Alison Morris to the Board as Independent
Non-executive Directors.
Approved minor updates to the Board Diversity Policy.
Considered, discussed and approved the action plan following
the internal Board Effectiveness Review.
Endorsed the approach to the review of internal control
effectiveness and reporting in light of the 2024 UK Corporate
Governance Code changes.
Approved updates to the Terms of Reference for its Board
Committees following their annual reviews.
Reports and
escalations from
the Chairs of
our major
subsidiary
companies
Written reports were provided to the Board by the Chairs of our significant
subsidiary boards, briefing it on the detailed work conducted by these boards
andtheir committees.
The Board monitored key areas of focus, risk and achievement
for the Group’s material subsidiaries.
Principal decisions of the Board in 2024 continued
54
Quilter plc Annual Report 2024
Report Key areas of discussion and activity Outcomes
Stakeholder
management
1
Culture and
colleagues
The Human Resources Director reported to the Board on key culture and colleague
insights to provide assurance that the Group’s culture and values are well aligned
tothe achievement of its purpose and strategy and that we have engaged and
committed people. These reports included the results of the Peakon Workforce
Engagement Survey (“Peakon Survey), including emerging themes and any actions
being considered.
During the year, the Board reviewed and challenged the Executive Succession plan,
following review by the Board Corporate Governance and Nominations Committee.
The Board also reviewed the performance of the Executive Directors and Executive
Committee members.
Following a review on the effectiveness of the mechanisms for engagement with
colleagues, the Board discussed the routes for engagement and concluded that the
approach adopted remains effective and that a Non-executive Director would continue
to be appointed from the Board to serve as the Workforce Engagement Director. Board
members reaffirmed their commitment to broader engagement with colleagues.
Approved a new Culture Dashboard to enable the Board
toreceive insights into employee engagement, culture and
wellbeing.
Approved Quilter’s new purpose and values.
Approved the approach to talent engagement by the Board.
Considered and approved the approach to broader workforce
engagement by the Board to ensure it remains effective and
appropriate.
Endorsed management’s Inclusion and Diversity Action Plan.
Confirmed that the means of engagement with colleagues
remains appropriate and approved a revision to the Workforce
Engagement Director Role Profile as set out in the Board Charter.
Investor
relations
Shareholder Insights
The Chief Financial Officer provided key insights on Investor Relations matters
including the views of our major institutional shareholders. Please see below for more
information in our Governance in Action case study.
Endorsed the approach of continuing to engage with major
shareholders on the reasons why the Company believes that it should
continue to seek the precautionary authority from shareholders to
allow political donations or expenditure not exceeding £50,000 in the
period for the Company and its subsidiaries.
Governance in Action: Shareholder engagement on political donations
At the 2024 AGM, the precautionary resolution authorising political donations and expenditure received 72.74% support. On the UK share register,
thisresolution received 97.36% support, while on the South African share register, support was significantly lower at 57.19%.
From our ongoing dialogue with shareholders, werecognise that in the South African governance context, any linkage between business and politics
issensitive.
Quilter has not made any political donations nor does it intend to in future, however, in line with other UK listed companies, continues to seek a standard
UK resolution purely as a precautionary measure to avoid any inadvertent breaches of the Companies Act 2006.
The Companies Act 2006 prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect
ofapolitical party or other political organisation or an independent election candidate unless authorised by the Company’s shareholders. There were no
political donations made by Quilter and no political expenditure was incurred in the UK, South Africa or anywhere else in the world during 2024. Neither
theCompany, nor any of its subsidiaries, has any intention of making any political donations or incurring any political expenditure. However, since the
Companies Act 2006 defines “political party”, “political organisation, “political donation” and “political expenditure” widely, the Company wishes to ensure
that neither it nor its subsidiaries inadvertently commits any breaches of the Companies Act 2006 through the undertaking of routine activities, which
would notnormally be interpreted as political donations and political expenditure.
Weunderstand the importance of open and continuing dialogue and will continue to engage with our large South African shareholders.
1
You can read more about stakeholder engagement on pages 13 to 15 of the Strategic Report.
Strategic Report
Other information
55
Quilter plc Annual Report 2024
Financial statements
Governance Report
Board Strategy Day
The Board believes that this programme of
cultural change is important to support the
delivery of our ambitious strategic growth
agenda and achieve long-term sustainable
success. The Board approved the behaviours
expected of colleagues required for the culture
change – ambition, accountability and learning
– and a refresh of the purpose and values so
that they more naturally resonate with
colleagues.
Sponsored by the Board and led by the Chief
Executive Officer, with support from the Group
Executive Committee, senior leaders and
managers have participated in the culture
transformation programme, including attending
training to support them to lead colleagues
inthe organisation.
The Board has been briefed regularly on the
progress being made to embed our new target
culture and a culture dashboard has been
developed and presented to the Board to
enable it to track the key indicators and
outcomes of the culture transformation activity.
These reports and feedback channels provide
comfort to the Board that the Group has an
engaged and committed workforce. The Board
will continue to scrutinise the progress made
toembed the new target culture and purpose
and values in 2025.
The Board has continued to review the detailed
plans management have to support diversity
and equality of opportunity across our
workforce. In May 2024, the Board endorsed
the 2024-2027 Inclusion and Diversity Action
Plan. You can read more about the targets and
ambitions we set ourselves on pages 18 and 19.
In May, the Board held its annual Board
Strategy Day with the Group Executive
Committee to review progress against
Quilters strategic objectives and setthe
future strategy for the Group.
The Board agreed the areas of development
and reaffirmed the focus on our three
strategic priorities: Building Distribution;
Enhancing our Proposition; and Driving
Efficiency. The Board also discussed the
external regulatory environment and what
this meant for Quilter and the strategic
foundations for delivery.
The Board asked management to brief them
later in the year on progress made to develop
the technology, people and other resources
needed to deliver the strategy safely in light
of future regulatory change, including the
Advice Guidance Boundary Review.
In July, the Board approved in principle the
acquisition of NuWealth. This acquisition
supports the acceleration of Quilter’s digital
and people capability and offers a new
distribution capability to our advisers. The
Board also approved modest investments
incertain advice firms and further investment
inour adviser Academy to continue
tosupport the growth of our adviser network.
The Board remains focused on how we can
be even more customer-centric and asked
management to revert to the Board on the
data and technology strategy to make our
operations fit for the future to support our
customers and advisers.
Governance in Action Spotlights
Culture, Colleagues and Diversity, Equity and Inclusion
Measuring our culture transformationactivity
The Board uses a range of sources to monitor progress on culture.
Colleague engagement
Monitoring employee opinions using the
all-colleague engagement survey, Peakon, which
demonstrated a rise in colleague engagement
in2024 to 8.0, 0.2 above the Finance industry
benchmark.
Our purpose
Measuring the level of connection with
Quilters purpose – brighter financial futures
for every generation. This has seen an
increaseinthe engagement score in
2024from8.0 to8.5.
Score
8.0/10
Score
8.5/10
Source: Quilter Peakon survey September 2024. Source: Quilter Peakon survey September 2024.
Director engagement
Directors provide feedback to the Board as part
of their engagement with colleagues and
advisers across the Group, including visits to
our Southampton office and attendance at
our adviser event, QLive.
Our Workforce Engagement Director
The Board receives reports from the
Workforce Engagement Director who attends
part of the Quilter Employee Forum meetings
to hear the views from representative
colleagues on important topicssuch as
strategy, culture, and purposeand values.
As outlined in our 2023 Annual Report, 2024 saw the introduction ofaculture transformation programme
designed to promote our new target culture and support our colleagues delivering our strategic priorities.
56
Quilter plc Annual Report 2024
Ruth Markland
Chair
theappointment of Neeta Atkar as ourSenior
Independent Director and Chair of the Board
Remuneration Committee. We have also received
regular updates from management on the
executive succession pipeline and led a Board
Talent Engagement Programme to meet a range
ofcolleagues across our firm, which provides
greater context to our discussions on this topic.
We remain committed to our Board Diversity
Policy, and the need to have diverse representation
has remained front of mind in our deliberations
when considering Board appointments and
succession planning. I am pleased to report that
Quilter complies with all three Board diversity
targets specified by the UK Listing Rules, as 44% of
the Board members are women, two of the senior
Board positions (being the Chair, Chief Executive
Officer, Chief Financial Officer and Senior
Independent Director) are held by women and at
least one Board member is from a minority ethnic
background. As required by the UK Corporate
Governance Code 2018 (the “Code”), I confirm that,
as at 31 December 2024, 42% of senior
management (Executive Committee and the
Company Secretary) and their direct reports were
women (2023: 47%). More information on inclusion
and diversity at Quilter can be found in this report
on page 62 and in the Strategic Report on pages 18
and 19.
In line with the recommendations of the Code,
weconducted an internally facilitated Board
effectiveness review in 2024. An overview of
theprocess and the key outputs are set out
onpage 63.
Finally, I would like to express my thanks to my
fellow Committee members and management
fortheirsupport during 2024.
Ruth Markland
Chair
Dear shareholder
I am pleased to present this report on the work
ofthe Board Corporate Governance and
Nominations Committee for the year ended
31December 2024.
A primary responsibility of this Committee is
ensuring that the members of our Board and
executive management team have the necessary
skills, experience and knowledge to effectively lead
Quilter in the delivery of its strategy for the benefit
of its stakeholders. This requires us to dedicate
time to monitoring and overseeing any changes
tothe composition of our Board and Board
Committees. In January 2024, we announced the
departures of two Non-executive Directors, Tazim
Essani and Paul Matthews, who both stepped
down from the Board at the conclusion of our
2024Annual General Meeting. Tim Breedon
subsequently stepped down from the Board in
September 2024. I would like to thank Tazim, Paul
and Tim for their significant contributions and
service to the Board during their tenures. We
welcomed two new Non-executive Directors, Chris
Hill and Alison Morris, to the Board in March 2024
and September 2024, respectively. I explain the
skills that Chris and Alison bring to the Board and
an overview of the process for appointing and
inducting Alison later in this report on page 59.
Theskills and experience of our Directors
collectively are set out on pages 46 to 48.
Effective succession planning is pivotal for the
long-term success, stability and sustainability of
the Group 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. Succession planning has therefore
continued to be an important area of focus forthe
Committee and the Board in 2024. The Committee
reviews Board succession on a routine basis and
specifically considered the successor to Tim
Breedon’s Board roles this year, resulting in
Board Corporate Governance and Nominations Committee Report
Ruth Markland
Chair
Committee gender diversity
33%
67%
 Female
 Male
Committee activity
Committee activity 2024 2023
Board and Board Committee
SuccessionPlanning
Corporate Governance
Executive Succession Planning and Talent
Board effectiveness review
9%
20%
45%
26%
2024
66%
13%
11%
10%
2023
Committee membership and attendance
Scheduled
Meetings
Ad hoc
Meetings
Ruth Markland (Chair) 3/3 4/4
Neeta Atkar
1
3/3 3/4
George Reid 3/3 4/4
Former member
Tim Breedon
2
2/2 4/4
1
Neeta was unable to attend one ad hoc meeting due
toaprior engagement. She reviewed the papers and
comments were provided to the Committee Chair
inadvance of the meeting.
2
Stepped down with effect from 11September 2024.
Strategic Report
Other information
57
Financial statementsGovernance Report
57
Quilter plc Annual Report 2024
Board Corporate Governance and Nominations Committee Report continued
Key areas of Committee focus
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 performance review.
Committee governance
The Board Corporate Governance and Nominations Committee currently comprises the Chair of
theBoard, the Senior Independent Director, who is also Chair of the Board Remuneration Committee
and the Board Risk Committee, and the Chair of the Board Audit Committee.
Details of the skills and experience of the Committee members can be found in their biographies
onpages 46 to 48.
Committee effectiveness review
As part of the 2024 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 and Human Resources Director regularly attend Committee meetings,
except when it would not be appropriate for them to do so.
At a glance
The table below highlights the work of the Committee during the year and the key outcomes.
Reports Summary of discussions and activity Outcomes
Board and Board
Committee
Succession
Planning
Board
Composition
and Succession
Planning
Updates
The Committee is responsible for the regular review of the composition of the Board and the Board Committees, with a
view to maintaining the appropriate balance of skills, experience, independence and diversity to support the delivery of
the Group’s strategic priorities and ensure that the Board can effectively oversee and provide challenge to management.
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 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 2024 Board effectiveness review. The
Chair provided feedback to the Non-executive Directors on their performance and Neeta Atkar, 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.
Recommended to the
Board the appointment
ofNeeta Atkar as Senior
Independent Director
andChair of the Board
Remuneration Committee.
Confirmed that all
Non-executive Directors
remain independent in
accordance with the Code.
58
Quilter plc Annual Report 2024
Reports Summary of discussions and activity Outcomes
Board and Board
Committee
Succession
Planning
(continued)
Board
Composition
and Succession
Planning
Updates
(continued)
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. Four of 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 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. To support the Board succession planning process, the Committee regularly reviews aBoard Skills
Matrix which sets out the industry knowledge and experience of our Directors which is relevant to the delivery of our
strategy. A summary of this Matrix is set out on page 49.
In light of Tim Breedon’s decision to retire from the Board, which was announced in July and effective in September 2024,
the Committee considered the potential successors to Tim’s roles of Senior Independent Director and Chair of the Board
Remuneration Committee. Following discussion by the non-conflicted Committee members, the Committee recommended
to the Board the appointment of Neeta Atkar to both of these roles with effect from 12September 2024. Inmaking their
recommendation, the Committee discussed the depth of Neeta’s experience in these roles in financial services companies.
Non-executive
Director
Appointment
Proposals
On the recommendation of the Committee, the Board appointed Chris Hill as a Non-executive Director and member ofthe
Board Audit Committee and Board Remuneration Committee with effect from 7 March 2024. Chris was subsequently
appointed as Workforce Engagement Director with effect from 12 September 2024. Chris brings deep knowledge of the
wealth management industry and experience as a financial services Chief Executive Officer and Chief Financial Officer,
which equips him to fulfil these roles. You can read moreabout the search process and the induction arrangements for
Chris Hill in our 2023 Annual Report.
On 9 September 2024, we welcomed Alison Morris to the Board as a Non-executive Director and member of the
BoardAudit Committee and Board Risk Committee. Alison has subsequently been appointed as a member of the Board
Remuneration Committee. The process to recruit Alison was led by the Chair with support from external search firm,
Sapphire Partners, who have only been retained for Board searches and have no other connection with Quilter or any
individual Director. In line with our Board Diversity Policy, Sapphire Partners is a signatory to the voluntary code of conduct
for executive search firms which supports a diverse selection process.
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 Sapphire Partners against these criteria and a diverse shortlist of candidates was
interviewed by the Chair and other members of the Committee. The preferred candidate, Alison Morris, who has deep
financial expertise and audit experience in the financial services sector, was assessed as meeting the key search criteria
and subsequently met with other Board members and certain senior leaders. On the recommendation of the Committee,
Alison’s appointment was confirmed by the Board and announced on 18 April 2024.
Alison was provided with a comprehensive, formal and tailored induction, which included briefings on Quilter’s strategy,
financial performance, risk profile, regulatory environment, and governance framework. The induction programme was
delivered through a series of meetings with fellow Board members, senior management and key advisers to the Group.
Recommended to the
Board the appointments
ofChris Hill and Alison
Morris.
Key areas of Committee focus
Strategic Report
Other information
59
Quilter plc Annual Report 2024
Financial statements
Governance Report
Board Corporate Governance and Nominations Committee Report continued
Key areas of Committee focus
Reports Summary of discussions and activity Outcomes
Executive
Succession Planning
and Talent
Executive
Succession
Planning
Updates
The Committee exercises close oversight of the senior management talent pipeline to satisfy itself that there is effective
succession planning for key executive roles. It receives regular updates from the Chief Executive Officer and the Human
Resources Director on progress made on our executive succession plans over appropriate time horizons and the actions
identified to manage and mitigate succession risk. Our diversity targets are taken into consideration as part of our
succession plans and you can read more about how Quilter supports the development of a diverse talent pipeline in the
Strategic Report on page 17.
The Committee has appointed a Sub-Committee to oversee the process for the appointment of a permanent successor to
the Chief Risk Officer role. This Sub-Committee comprises the Chair of the Board, the Chair of the Board Audit Committee
and the Chair of the Board Risk Committee, who chairs the Sub-Committee.
Appointed a Sub-
Committee to oversee
theappointment of a
newChief Risk Officer.
Talent and
Colleague
Engagement
Updates
To support the effective oversight of executive succession planning, the Board conducts an annual Talent Engagement
programme through which the Board members are able to engage with our colleagues and gain insight into talent across
various levels of the Group. During the year, the Committee reviewed the success and learnings from the 2023 Talent
Engagement programme which informed the focus and structure of the programme for 2024.
Corporate
Governance
Director
Conflicts of
Interest and
Time
Commitment
In accordance with the Companies Act 2006 and the Companys 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 Committee on an annual basis. Board members hold various external directorships and
other outside business interests, and 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 assume and, where appropriate, approves that external appointment on behalf
ofthe Board. In doing so, the Committee considers the facts and circumstances around the appointment, the role and
nature of the business and potential time commitment for the Director. All new external appointments for Directors
pre-approved by the Committee are notified to the Board.
During the year, the Committee carefully reviewed a request to approve a new external appointment for a Non-executive
Director and concluded that the 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pages 46 to 48.
The Committee was also provided with an assessment of all Non-executive Directors’ time commitment to provide
assurance on their capacity to effectively discharge their duties to Quilter and confirmed to the Board that they were
satisfied that these remain appropriate.
Confirmed that all
Non-executive Directors
have sufficient time
capacity to fulfil their
duties to Quilter.
Pre-approved on behalf of
the Board Chris Samuel’s
appointment to the board
of Scottish Mortgage
Investment Trust PLC.
60
Quilter plc Annual Report 2024
Key areas of Committee focus
Reports Summary of discussions and activity Outcomes
Corporate
Governance
(continued)
Corporate
Governance
Updates
Following the publication of the 2024 Code, the Committee reviewed an assessment of Quilter’s preparedness for
compliance and the steps to ensure that the reporting requirements can be successfully met during 2025 forpublication
in our 2025 Annual Report.
The Committee also routinely reviews the Group’s corporate governance framework documents to ensure that they
remain fit for purpose.
Recommended the
assessment of
preparedness against the
2024 Code to the Board.
Subsidiary
Governance
Updates
The remit of the Committee includes the governance policies and processes that apply to Quilter’s significant subsidiaries.
During the year, the Committee has reviewed and endorsed proposals on board composition and the board committee
structures for companies within the Affluent segment.
The Committee oversaw the simplification of our board corporate governance framework in our Affluent business, with
new regulatory permissions approved by the FCA to enable Quilter Investors to delegate the investment management
ofits fund range to the Quilter Platform. This allows Quilter Investors to focus in its responsibilities as an authorised
fundmanager. As part of the simplification, a number of Affluent subsidiary board committees were closed and other
governance forums have assumed responsibility for scrutinising investment oversight, including conflicts of interest.
Theywill report to the respective board or board committee on these matters, as appropriate.
Endorsed the new
composition of the Quilter
Investors Limited board.
Approved changes to
theboard committee
structure for the
Affluententities.
Strategic Report
Other information
61
Quilter plc Annual Report 2024
Financial statements
Governance Report
Board Corporate Governance and Nominations Committee Report continued
Key areas of Committee focus
Board Diversity Policy
The Committee monitors the impact of changes to the composition of our Board on our diversity
statistics and is responsible, on behalf of the Board, for the implementation of the Board Diversity Policy
(the “Policy), which was last reviewed and updated in November 2024.
The Policy sets out our approach to inclusion and diversity for the Board, Board Committees and senior
management and reflects our commitment to creating an organisational culture and environment
where inclusion and diversity 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.
ThePolicy sets a number of objectives and incorporates the targets in the UK Listing Rules and the
recommendations of the FTSE Women Leaders Review and the Parker Review. The Policy is available
onour website at plc.quilter.com.
The results against the targets in the Policy for the year ended 31 December 2024 can be found below
for the Board and on page 18 of the Strategic Report for senior management.
Board and Executive Management Diversity
UK Listing Rule
6.6.6(9)
FTSE Women
Leaders Review
Parker Review
As at the chosen reference date, 31 December 2024, all three
targets specified by UK Listing Rule 6.6.6(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 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 18.
The tables below have been prepared in accordance with UK Listing Rule 6.6.6(10) and are set out in the
format contained in UK Listing Rule 6 Annex 1. The reference date is 31 December 2024 and no Board
changes have occurred between that date and the date on which this report was approved.
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 5 56% 2 6 60%
Women 4 44% 2 4 40%
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 89% 3 10 100%
Mixed/Multiple Ethnic Groups
Asian/Asian British 1 11% 1
Black/African/Caribbean/
Black British
Other ethnic group
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.
62
Quilter plc Annual Report 2024
Background
A high-performing Board is critical to Quilters success and we remain committed to the continuous
improvement of the effectiveness of our Board and Board Committees. The Committee agreed that it
would be appropriate to conduct an internally facilitated review in 2024, having last held an externally
facilitated review in 2022.
Update on 2023 Board effectiveness review
The Board and its Committees reviewed progress against the agreed action plan from the 2023
effectiveness review and determined that the matters raised in that review had been materially
addressed. It was agreed that the effectiveness of the new Board corporate governance structure
wouldbe kept under review in 2025, in light of further changes we made to the governance structure
within our Affluent segment that became effective from 1 January 2025.
Process for the 2024 Board effectiveness review
At the request of the Board, the Senior Independent Director led the review in accordance with an
approach agreed with the Board. In line with the Code recommendations, the review assessed the
performance of the Board, its Committees, the Chair and individual Directors.
Outcomes and actions from the 2024 review
The review concluded that the Board and Board Committees continue to operate effectively, with
asmallnumber of themes for continuous improvement identified:
Themes identified Actions agreed
Structure, Focus and Structure, Focus and
Operation of the BoardOperation of the Board
Once the new board governance structure has further embedded,
including the additional changes within the Affluent segment that were
effective from 1January 2025, a further review of possible efficiencies
willbe undertaken to identify any areas for enhancement.
Time allocation on the Board agendas and the meeting cadence will be
kept under review in 2025 to ensure maximum effectiveness at meetings.
Business Planning
The Board will continue to ensure an appropriate level of challenge and
rigour is applied to the Group’s objectives and targets when setting and
monitoring expectations and goals for management.
Internal Control
The Board Audit Committee will oversee the implementation of the new
Code reporting requirements around internal control (which will apply
from Quilter’s financial year beginning on 1 January 2026).
This will include monitoring and challenge by the Board and Board
Committees of the evolution of reporting on internal control effectiveness.
Board and Executive
Succession Planning
The Board and Board Corporate Governance and Nominations Committee
will continue to apply focus to Board and executive succession in line with
our strategy, supported by the Chief Executive Officer and the Human
Resources Director.
Board Training
Opportunities to refresh Board training on key areas of opportunity and
risk will be considered and implemented in 2025.
You can read more about the reviews of the individual Board Committees in the Board Committee Reports,
which form part of this Governance Report. Information on the process for the assessment of the
individual Directors, including the Chair, is set out on page 58.
Board effectiveness review
Stage 2Stage 2
October 2024
Stage 3Stage 3
November 2024
Stage 4Stage 4
December 2024
to date
Stage 1Stage 1
September 2024
Questionnaires
were agreed by
the Board on the
recommendation
of the Committee
and published to
all Directors. The
questions addressed
the same key areas
as the 2023 review,
including strategy,
the Board’s role
and structure and
governance, to enable
the Board to see
the progress made
on recent pertinent
issues.
The report on the
results of the review
and a suggested
action plan was
discussed by the
Committee. On the
recommendation of
the Committee, the
Board discussed and
approved the action
plan.
The questionnaires
were completed by
the Directors on a
confidential and non-
attributable basis, with
our newly appointed
Director, Alison
Morris, refraining from
participating. 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
Committee and the
Board will be kept
updated regularly
in 2025. Each Board
Committee has agreed
the actions relevant
to them arising
from the review and
also monitors their
progress.
Looking forward
In accordance with the Code recommendations, the Board has agreed to commission anexternally
facilitated review in 2025.
Strategic Report
Other information
63
Quilter plc Annual Report 2024
Financial statements
Governance Report
George Reid
Chair
Committee membership and attendance
Scheduled
Meetings
Ad hoc
Meetings
George Reid (Chair) 9/9 1/1
Neeta Atkar 9/9 1/1
Chris Hill
1
7/7 1/1
Alison Morris
2
2/2
Former members
Tazim Essani
3
4/4
1 
Appointed with effect from 7 March 2024.
2
Appointed with effect from 9 September 2024.
3
Stepped down with effect from 23May 2024.
Board Audit Committee ReportBoard Audit Committee Report
anarea of focus ahead of the publication of our
2026 Annual Report when these provisions will
first apply to Quilter.
The Committee is responsible on behalf of the
Board for overseeing the Group’s whistleblowing
arrangements and I serve as the Whistleblowing
Champion for Quilter. We recognise the
importance of fostering a culture that encourages
our colleagues to raise any concerns they may
have and how this benefits ethical and fair
business conduct. The Committee has received
regular updates and discussed with management
the steps that have been taken to ensure that we
maintain rigorous, effective and trusted
whistleblowing arrangements that our colleagues
understand and know how to access. Further
information on our whistleblowing arrangements
can be found on page 20 of the Strategic Report.
The independent assurance and professional
scepticism provided by both the Group’s internal
and external auditors are important elements in
the governance of internal controls and financial
reporting. The Group’s Internal Audit function
continues to provide robust assurance on the
effectiveness of the controls for the key risks to
Quilter. This was confirmed by the results of the
external quality assessment carried out during the
year by Deloitte, which you can read more about
later in this report. The Committee has had a
regular dialogue with the Chief Internal Auditor
onthe work of the Internal Audit function and
thesteps it has taken to ensure it meets the
applicable industry standards for auditors.
Similarly, representatives of our external auditors,
PwC, attend all meetings of the Committee and
are regularly invited to share their views and
insights and raise any challenges on financial
reporting and internal controls. The internal
review of PwC’s performance carried out in the
year confirmed that they continue to provide
aneffective and high-quality audit to the Group.
I would like to extend my thanks to Tazim Essani,
who stepped down from the Committee following
the 2024 Annual General Meeting, for her
contribution to the Committee during her tenure.
In 2024, we welcomed Chris Hill and Alison Morris
as Committee members. Chris and Alison both
bring recent and extensive experience of
thefinancial services sector relevant to the
Committee’s role and remit, and you can read
more about their skills and experience in their
biographies on pages 46 to 48.
George Reid
Chair
Dear shareholder
As Chair of the Board Audit Committee, I am
pleased to provide this update on the Committee’s
activities since my last report. The Committee
plays a key role in ensuring the integrity of the
Group’s financial reporting and internal controls,
as well as overseeing the work and effectiveness
of its internal and external auditors.
As part of its deliberations, the Committee has
focused on the consistency and succinctness of
our financial reporting, while continuing to ensure
strong compliance with the accounting rules and
that our disclosures are fair, balanced and
understandable. This has involved careful
consideration and challenge of the areas where
management has exercised judgement and the
assumptions and estimates underpinning these.
In this regard, particular attention was paid to the
provision made in respect of the Ongoing Advice
Review, as noted on page 67. The Committee’s
remit includes the Group’s climate-related
financial disclosures and ithas dedicated time
thisyear to discussing with management their
approach to the governance and assurance of
thecontent of this reporting. The Committee
hasbeen briefed on management’s engagement
withthe Financial Reporting Council’s Corporate
Reporting Review team during the year on the
2023 Annual Report and financial statements,
which you can read more about on page 68.
A robust and effective control environment is a
vital element in ensuring the accuracy of our
disclosures for the benefit of all our stakeholders.
The Committee has a joint responsibility with the
Board Risk Committee for exercising oversight
ofthe Group’s system of internal control and has
continually assessed the state of our financial
reporting risks and controls throughout the year.
The Committee is leading the oversight at Board
level of the work to ensure Quilter can in future
make the recommended disclosures on material
controls under the 2024 UK Corporate
Governance Code, and this will continue to be
Committee gender diversity
50%50%
 Female
 Male
Committee activity
Committee activity 2024 2023
Review of Financial Statements
Internal and External Audit
Internal Controls
Governance and Regulatory Compliance
and Reporting
37%
33%
20%
10%
2024
28%
33%
24%
15%
2023
64
Quilter plc Annual Report 2024
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 four independent Non-executive Directors. George
Reid, Chris Hill and Alison Morris have recent and relevant financial experience and competence in
accounting or auditing. 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 effectiveness review
As part of the 2024 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 Financial Officer, the Chief Internal Auditor, 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 attend Committee meetings for specific matters. The Committee holds
regular private sessions with the Chief Internal Auditor and the representatives of PwC, without
management present.
At a glance
Key areas of Committee focus
The table below gives an overview of the Committee’s work during the year, including its consideration of significant issues relating to the financial statements, and key outcomes.
Reports Summary of discussions and activity Outcomes
Review
of Financial
Statements
Annual Report
and financial
statements and
preliminary and
interim results
announcements
The Committee thoroughly reviewed and challenged the Group’s Annual Report and financial statements and preliminary
and interim results announcements for 2024. Our discussions have been supported by analysis from management on
their processes for preparing and reviewing these disclosures, as well as the reports of the external auditors.
The Group’s financial statements are prepared in accordance with International Financial Reporting Standards as adopted
in the UK (“IFRS”) and follow the Group’s adopted accounting policies. The Committee reviews the policies and oversees
the use of certain alternative performance measures (APMs”) to aid the understanding of the Group’s financial
statements by Quilter’s shareholders and other stakeholders. Care has been taken to ensure that where APMs are used,
they are necessary, clearly highlighted and explained, and reconciled to statutory performance measures in line with the
guidance from the FRC.
Recommended the Annual
Report and financial
statements and
preliminary and interim
results announcements
tothe Board for approval.
Strategic Report
Other information
65
Quilter plc Annual Report 2024
Financial statements
Governance Report
Key areas of Committee focus
Reports Summary of discussions and activity Outcomes
Review
of Financial
Statements
(continued)
Annual Report
and financial
statements and
preliminary and
interim results
announcements
(continued)
A comprehensive review process was followed to support the Board in reaching its conclusion that the 2024 Annual
Report and financial statements are fair, balanced and understandable and provide 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:
close management of the production of the 2024 Annual Report and financial statements by the Chief Financial Officer,
with overall governance and coordination provided by a cross-functional team of senior management;
cross-functional support for the drafting of the 2024 Annual Report and financial statements which included input
fromFinance, Risk, Investor Relations, Corporate Secretariat, Human Resources and wider business leaders;
a robust review process of inputs into the 2024 Annual Report and financial statements 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 appropriately disclosed in the 2024 Annual Report and financial statements;
a specific management paper detailing an assessment of the disclosures against the FRC’s guidance on fair, balanced
and understandable reporting;
a review of an advanced draft of the disclosures by the Board Audit Committee to provide feedback on areas that would
benefit from further clarity ahead of the final review and approval; and
final reviews of the draft 2024 Annual Report and financial statements by the Board Audit Committee and the Board.
Having evaluated all relevant information, the assurances by management and underlying processes used to prepare the
financial information, the Committee was satisfied to confirm to the Board that, taken as a whole, the 2024 Annual Report
and financial statements are fair, balanced and understandable. The process was also followed in respect of the Group’s
2024 interim results.
Board Audit Committee Report co ntinued
66
Quilter plc Annual Report 2024
Key areas of Committee focus
Reports Summary of discussions and activity Outcomes
Review
of Financial
Statements
(continued)
Accounting
Judgement
Updates
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 auditors in advance of the end of each
reporting period. Critical accounting judgements and material accounting estimates deliberated by the Committee
duringreview of the 2024 Annual Report and financial statements included the treatment of the following matters:
Provision for Ongoing Advice Review: The Committee reviewed the judgements and estimates involved in the provision
for the Ongoing Advice Review, including the assumptions relating to a potential customer remediation exercise.
Theprovision comprises estimates of potential customer redress, interest payable and administration costs. The
Committee’s work included reviewing and questioning management updates regarding the work of the Skilled Person,
receiving updates regarding management’s interactions with the regulator, and challenging the data and control
environment relating to the provision calculations. 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 2024. The Committee reviewed the associated disclosures in both the interim and annual financial
statements to ensure they met the requirements of IFRS and provided relevant information to the readers of the
financial statements.
Challenged the significant
accounting judgements
within the Group’s financial
statements.
Going Concern
Disclosures and
Viability
Statement
The Committee has considered 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 a going concern assessment prepared by management which took into account:
the Group’s three-year Business Plan, which includes consideration of the economic, regulatory, competitive and
riskenvironment; and
the Group’s latest Own Risk and Solvency Assessment and Internal Capital Adequacy and Risk Assessment reports,
which cover the current and future risk profile and solvency positions based on a series of core assumptions, stress
tests and scenario analysis.
Having considered the proposed viability statement, the Committee was satisfied with its content and the time period
itcovers, 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.
Confirmed the
appropriateness of the
going concern basis of
preparation for the 2024
financial statements, and
the content and time
period of the viability
statement.
Strategic Report
Other information
67
Quilter plc Annual Report 2024
Financial statements
Governance Report
Key areas of Committee focus
Reports Summary of discussions and activity Outcomes
Review
of Financial
Statements
(continued)
Dividends The Committee is responsible for reviewing and advising the Board on the affordability and suitability of any distributions,
including the Interim and Final Dividends.
Confirmed to the Board
that the 2024 Interim
andFinal Dividends
wereappropriate and
affordable.
FRC
Correspondence
The FRC wrote to us in July 2024 to inform us that they had carried out a review of our 2023 Annual Report and financial
statements in accordance with Part 2 of their Corporate Reporting Review Operating Procedures. The FRC requested
further information on an accounting judgement made in the aggregation of cash flows when carrying out impairment
reviews for investments in subsidiaries within the Parent Company financial statements. This information was provided
tothe FRC’s satisfaction, and we have enhanced the relevant disclosure in note 2 to the 2024 Parent Company financial
statements on page 178.
The FRC requested that it be noted that their review was based on the 2023 Annual Report and financial statements and
did not benefit from detailed knowledge of our business or an understanding of the underlying transactions entered into.
The FRC’s correspondence provides no assurance that the 2023 Annual Report and financial statements are correct in all
material respects; the FRC’s role is not to verify the information provided to it but to consider compliance with reporting
requirements.
Received confirmation
from the FRC that it had
closed its enquiries.
Noted the enhanced
disclosure in the 2024
Parent Company financial
statements.
Internal Controls
Financial Control
and Reporting Risk
Updates
The Committee exercises close oversight of the operating effectiveness of the financial reporting control environment to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Group’s financial
statements. Management has provided the Committee with regular updates on the risk and control self-assessment for
financial control and reporting risk, and the progress and results of their ongoing controls testing programme. During
theyear, the Committee has also considered the findings of a specific review into the end-to-end advice revenue and
commission payments processes. Where areas for enhancement have been identified, either through management’s
testing, second or third-line assurance work, or PwC’s internal control recommendations, the Committee has monitored
the delivery of the actions agreed to address these areas to ensure that adequate progress is being made.
Received assurance on
theeffectiveness of the
financial reporting control
environment.
Whistleblowing
Updates
Quilter is committed to maintaining an open and transparent culture in which colleagues feel free to raise concerns.
TheCommittee received six-monthly updates from the Risk function on the operation and effectiveness of the Group’s
whistleblowing systems and controls. These included details of cases reported through the whistleblowing service,
continuous improvement actions implemented to enhance the process, and planned activity to reinforce awareness
ofthe service across the Group. In 2024, the Committee also reviewed and approved minor amendments to the
Whistleblowing Policy.
Approved the
Whistleblowing Policy.
Board Audit Committee Report co ntinued
68
Quilter plc Annual Report 2024
Key areas of Committee focus
Reports Summary of discussions and activity Outcomes
Internal Controls
(continued)
Client Asset
Updates
Ensuring compliance with the client assets regulations applicable to certain regulated subsidiaries of Quilter in the UKand
Ireland is essential for protecting the interests of Quilter’s customers. The Committee monitors the state of the control
environment for safeguarding client assets, including the performance of third-party suppliers who manage the client
asset arrangements in certain parts of the business. It does this through regular reports from management, the second
line Risk function and Internal Audit, which include details of any breaches of significance and remedial actions taken. The
Committee also hears from the external auditors on the findings of their client assets audits and any control
recommendations they have raised.
Received assurance as to
the ongoing performance
of the controls in place for
safeguarding client assets.
2024 UK
Corporate
Governance Code
Update
The Committee has considered the new recommendations under provision 29 of the 2024 UK Corporate Governance
Code regarding material controls attestations, which will apply to Quilter from its 2026 Annual Report, and is overseeing
the work to prepare us to meet these enhanced disclosure requirements. During 2024, the Committee considered
management’s initial approach for defining the population of material controls and assessing their effectiveness, which
will leverage the Group’s existing assurance processes, risk event monitoring and governance oversight mechanisms.
Thiswill remain an area of focus for the Committee in 2025.
Requested that
management report to the
Committee regularly on
preparedness in 2025.
Internal Audit
Internal Audit
Functional
Updates
Internal Audit supports the Board and executive management by providing independent and objective assurance and
advisory activity designed to add value and improve operations. It helps Quilter to accomplish its objectives by bringing
asystematic approach to evaluating and improving the effectiveness of risk management, control, and governance
processes. The scope of Internal Audit’s activities extends to all businesses owned, controlled, and governed by Quilter.
The Committee is responsible for overseeing the remit, objectives and performance of the Internal Audit function and
works closely with the Chief Internal Auditor on these matters.
In 2024, the Committee received updates on Internal Audit’s preparations for the implementation of the new Global
Internal Audit Standards published by the Institute of Internal Auditors (the “IIA Standards”). This activity included
reviewing and updating the Internal Audit Charter and Strategy, both of which were approved by the Committee during
the year. The Committee is content that the essential conditions required under the IIA Standards to ensure Internal
Auditis able to achieve its purpose and mandate are in place within Quilter. The success of the Internal Audit function in
achieving its objectives is monitored by the Committee using a balanced scorecard, which is reviewed periodically to
ensure it remains appropriate.
The Committee held a joint meeting with the Board Risk Committee to review, challenge and approve the Risk and Internal
Audit Plans for 2025. The Internal Audit Plan is designed to provide assurance on the effectiveness of the controls for the
key risks to Quilter, including for climate-related risks. The Committee considered the planning approach which ensured
that the coverage of the Internal Audit Plan is sufficiently risk focused and appropriately considers key matters including
Quilters strategic priorities, target culture and the requirements of the Consumer Duty. The Committee was satisfied that,
based on the Chief Internal Auditors assessment, the necessary resources, skillsets and budget are in place to deliver the
2025 Internal Audit Plan. The Plan includes appropriate contingency to ensure that the Internal Audit function can adjust
and react to any unexpected demands. Any proposed changes to the agreed Internal Audit Plan are presented to the
Committee for approval as they arise.
Approved the Internal
Audit Charter and Strategy.
Approved the 2025
Internal Audit Plan in
collaboration with the
Board Risk Committee.
Strategic Report
Other information
69
Quilter plc Annual Report 2024
Financial statements
Governance Report
Key areas of Committee focus
Reports Summary of discussions and activity Outcomes
Internal Audit
(continued)
Internal Audit
Activity Updates
The Chief Internal Auditor presented quarterly reports to the Committee in 2024 on progress against the Internal Audit
Plan and the outcomes of this assurance work. These reports shared Internal Audit’s analysis of the effectiveness of
thecontrol environments and processes that had been subject to audit, as well as the management actions agreed to
address any issues identified. The Chief Internal Auditor also reports on management’s response to any issues raised
byInternal Audit, including the extent to which management had self-identified any of these issues. On occasion, the
Committee has invited senior executives to attend its meetings for the discussion on the audit findings within their
areaofresponsibility. The pace and effectiveness of management remediation activity to address audit findings is
animportant indication of the maturity of the Group’s control environment and risk culture and has therefore been
monitored closely by the Committee throughout the year.
The Chief Internal Auditor also presented bi-annual opinions on Quilter’s governance, risk and control frameworks,
providing a holistic view of the state of our control environment including where positive progress has been made
andwhere further management action may be required to further enhance controls.
Discussed the findings
from the assurance work
conducted by Internal
Audit and the opinion of
the Chief Internal Auditor
on the Group’s control
environment.
Monitored management
remediation activity to
address audit findings.
External Quality
Assessment of
Internal Audit
In line with the Committee’s Terms of Reference, the Committee commissioned an external quality assessment (“EQA”)
ofInternal Audit in 2024, which was performed by Deloitte. The EQA concluded that Internal Audit generally conforms
andaligns with applicable auditing standards, which is the highest rating that can be achieved, and benchmarks well
against comparable industry peers. It was observed that the function demonstrates commitment to quality, has strong
management support, and provides value and robust assurance to the business. The EQA highlighted some helpful
enhancement measures designed to support Internal Audit’s continuous improvement, and the Committee will monitor
the implementation of these in 2025.
Endorsed the continuous
enhancement measures
identified by the EQA.
Regulatory
Compliance and
Reporting
Climate-related
Financial
Disclosures
The Committee oversees the principles, policies, and practices adopted in the preparation of the Group’s climate-related
disclosures and the standards for relevant Group entities. It has received regular updates on the production of our Task
Force on Climate-related Financial Disclosures (TCFD”) reporting, including the processes and controls in place for
ensuring compliance with the reporting regulations and the integrity of the metrics and underlying data. The Committee
discussed with management and PwC the form of assurance that would be appropriate for the Group’s TCFD Report,
andsatisfied itself that the TCFD Report meets the disclosure requirements for such reports.
The Group’s disclosures on climate-related matters are set out on pages 22 to 29 of the Strategic Report and in a
separately published Group TCFD Report which is published on our website at plc.quilter.com/tcfd.
Recommended the 2024
Group TCFD Report to
theBoard for approval.
Solvency II
Reporting
During the year, the Committee scrutinised, challenged and recommended the Group’s 2023 Solvency II reporting to the
Board for approval. To support its review, the Committee received detailed reports from the Finance and Actuarial teams
on the robustness of the process for the production and review of the disclosures, and from PwC on their audit of the
disclosures. Towards the end of 2024, the Committee reviewed and approved the methodology and assumption changes
to be applied to the 2024 year-end UK Solvency II reporting.
Recommended the
Group’s 2023 Solvency II
reporting to the Board
forapproval.
Approved the
methodology and
assumptions for the
Group’s UK Solvency II
reporting for 2024.
Board Audit Committee Report co ntinued
70
Quilter plc Annual Report 2024
assessment of the effectiveness of the external
audit process. The AQIs are a series of metrics
about the audit process which provide the
Committee with more in-depth information about
factors that influence the quality of the external
audit. The AQIs used this year were consistent
with those used in the prior year, as they remained
the most relevant measures important to an
effective audit for Quilter. PwC has regularly
updated the Committee on its performance
against these measures.
In line with its Terms of Reference, the Committee
annually reviews the effectiveness of the external
auditors. The review in 2024 was conducted using
aquestionnaire completed by key stakeholders
across the Group that had regular interactions
with PwC during their audit. Participants were
asked to provide their views on PwC’s
performance in the 2023 audit cycle across
arange of criteria including independence,
objectivity, industry knowledge, sufficiency
ofresources and service quality. A summary of
theresponses was provided to the Committee.
Overall, the results confirmed that PwC continues
to perform satisfactorily and delivered an effective
service for the Group, with a small number of
areas identified to further enhance the audit
process. PwC scored highly for independence,
integrity and objectivity which provides further
assurance over audit quality.
During the year, the Committee received a
summary of the FRC’s 2023/24 Audit Quality
Inspection and Supervision Report, highlighting
the key inspection findings for PwC and their
response to these findings.
Non-audit fees
The Committee monitors the provision of
non-audit services by PwC to ensure that
theirindependence and objectivity is maintained.
In addition to the reports provided by PwC on their
External Audit
Oversight and assessment of audit quality
The Committee is responsible for overseeing the
Group’s relationship with its external auditors and
the effectiveness of the audit process. The work
ofthe Committee in supporting a robust and
high-quality external audit has included:
ensuring the external audit plan was appropriate
and receiving assurance on PwC’s continued
independence;
reviewing regular and detailed reports from
PwCthroughout 2024 which covered all aspects
of their audit work, as well as regulatory and
industry updates to keep the Committee abreast
of accounting, auditing and reporting
developments;
reviewing PwC’s internal control
recommendations and assessing management’s
response to these findings; and
separate meetings between the Chair of the
Committee and the lead external audit partner
in advance if each Committee meeting to ensure
that the discussions at Committee meetings
areappropriately focused and challenge the
conclusions reached by management as well
asthe audit work performed thereon.
The Committee considers the level of professional
scepticism and challenge applied by PwC to
management assumptions when reviewing
reports on their audit work and regularly seeks
PwC’s independent perspective on critical
accounting judgements and estimates during
Committee meetings. PwC have contributed
strongly to discussions on the Group’s financial
statements, financial reporting processes and
keyaccounting judgements, as well as providing
challenge with regards to the oversight of
controlswithin our third-party suppliers.
The Committee continues to use Audit Quality
Indicators (AQIs”) as a tool to inform its
independence, the Committee has received
reports from management providing details of
thenon-audit services provided by PwC and the
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 external auditors will
notexceed 25% of the fees charged for audit and
audit-related services. The Group’s total fees for
non-audit services in 2024 remained within the
25% limit set out in the policy at 13%.
Tenure and lead partner rotation
PwC have served as the Group’s statutory
auditors since the 2020 year-end reporting period,
following a formal tender process conducted in
2019. In line with the mandatory requirements on
audit partner rotation, Mark Pugh will be replaced
by Sandra Dowling as the lead external audit
partner following completion of the 2024 audit,
having been in this role since PwC’s appointment.
Sandra has met with the Chair of the Committee,
the Chair of the Board and the Chief Financial
Officer, and will benefit from a full handover
fromMark Pugh.
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 2024. The Committee
remains satisfied with PwC’s performance,
independence and objectivity and therefore has
no current intention of tendering for alternative
statutory auditors before the end of the current
required period of 10 years. Accordingly, a
competitive tender process is expected to be
conducted in 2029 for the 2030 year-end
reporting period. This approach is considered
tobe in the best interests of shareholders given
the effective service delivered by PwC and the
benefits of continuity given their understanding
ofour business, alongside the fresh challenge
thatwill be provided by the new lead external
audit partner referred to above. However, the
Committee will keep this under review, as
appropriate. PwC will be recommended for
re-appointment by shareholders at Quilter’s
AGMin May 2025.
Key areas of Committee focus
External auditors’ remuneration
Year ended
31December
2024
£m
Year ended
31December
2023
£m
Fees payable to the Group auditors and their associates for the audit of
Parent Company and Group consolidated financial statements 1.6 1.5
Fees payable to the Group auditors and their associates for other services:
− Audit of the financial statements of the Group subsidiaries 2.5 1.9
− Audit-related assurance services 1.1 1.1
Fees for other assurance services 0.7 0.5
Total Group auditors remuneration 5.9 5.0
Strategic Report
Other information
71
Quilter plc Annual Report 2024
Financial statements
Governance Report
Neeta Atkar MBE
Chair
Board Risk Committee Report
including in relation to the analysis and reporting
of top risks to the Committee. Further information
regarding our Risk Management Framework can
be found inthe Risk review on page 37.
During 2024 the Committee spent significant time
evaluating preparatory work and assurance activity
in advance of the first Consumer Duty Board
Assessments for our key regulated subsidiaries.
We provided challenge to management to ensure
that the Consumer Duty was appropriately
embedded across the organisation and that our
advisers were supported while they adapted to
their own regulatory obligations. We reviewed
management actions taken to deliver good
customer outcomes and prevent foreseeable harm
and will continue to monitor the actions identified
to improve further, the outcomes for customers.
As previously reported, Paul Matthews stepped
down from the Committee during 2024. We are
grateful to Paul for his contribution as a
Committee member. In September 2024, we
welcomed Alison Morris to the Committee. Alison
brings recent and relevant experience of financial
services and serves on risk committees within
thesector.
As we look forward to 2025, the Committee
willfocus on continuing to discharge its
responsibilities with an emphasis on challenging
and holding management to account as they
deliver the Board’s strategic priorities, whilst
remaining within our agreed risk appetite. Our
areas of focus will include challenging Quilter’s
operational resilience capabilities and new
technologies including AI, continuing to oversee
the delivery of strategic technology-related
programmes, and supporting management as
they continue to strengthen the financial crime
control framework.
Neeta Atkar MBE
Chair
Dear shareholder
I am pleased to present the Board Risk Committee
Report which outlines the activities that the
Committee has undertaken during 2024.
The Committee plays a vital role in supporting
andadvising the Board on Quilter’s risk profile,
providing robust challenge to management on the
risks associated with the delivery of our strategy,
whilst ensuring that Quilter remains within the
agreed risk appetite. We monitor and assess the
internal and external risks that Quilter faces, and
provide guidance to and challenge management
to ensure that the top risks facing the business are
managed and mitigated. In 2024, our focus has
been on the continued evolution of the business,
including the investment in operations and
technology to better support our customers.
Despite external headwinds from continued
economic and geopolitical tensions, and the
changes in government in the UK and US, we saw
a return of investor confidence during the year,
resulting in significantly improved flow levels
intoour business. The Committee reviewed the
methodology of the models used to determine
our capital and solvency requirements, and
challenged the key assumptions and stress and
scenario testing conducted to provide insight on
potential adverse impacts to the business and the
management actions available. Through prudent
management, Quilter continues to maintain strong
and conservative capital and liquidity positions.
Strong risk management remains critical to
achieving good outcomes for all our stakeholders.
Our Risk Management Framework enables Quilter
to manage risk through the monitoring of key
indicators and management information,
underpinned by clear metrics which ensures
management can take action in a timely manner,
thus ensuring that the business operates within
risk appetite. We made further enhancements
tothe Risk Management Framework in the year,
Committee gender diversity
40%
60%
Committee membership and attendance
Scheduled
Meetings
Ad hoc
Meetings
Neeta Atkar (Chair) 5/5 1/1
Moira Kilcoyne 5/5 1/1
Alison Morris
1
1/2 1/1
George Reid 5/5 1/1
Chris Samuel 5/5 1/1
Former members
Paul Matthews
2
2/2
1
Appointed with effect from 9 September 2024. Alison was
unable toattend one meeting due to a prior engagement.
She reviewed the papers and comments were provided to
theCommittee Chair in advance of the meeting.
2
Stepped down with effect from 23 May 2024.
Committee activity
42%
20%
19%
19%
2024
46%
20%
9%
25%
2023
Committee activity 2024 2023
Top Risk Oversight
Risk Governance and Remuneration
Regulatory Change
Risk Appetite, Profile and Capital &
Liquidity
 Female
 Male
72
Quilter plc Annual Report 2024
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 Group’s 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 effectiveness review
As part of the 2024 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, Chief Operating Officer, Chief Risk Officer and
ChiefInternal Auditor regularly attend Committee meetings. The Group Chair and, on occasion,
otherNon-executive Directors attend Committee meetings for specific matters.
At a glance
Key areas of Committee focus
The Committee discharged its responsibilities in 2024 through monitoring and reviewing internal and external risks that the business faces. The table below highlights where the Committee spent its time during
the year and the key outcomes.
Report Summary of discussions and activity Outcomes
Top Risk Oversight
Chief Risk
Officer’s Report
Review of top risks
The Committee discussed quarterly updates from the Chief Risk Officer on their assessment of the top risks facing
Quilter. You can read about the Group’s assessment of our top risks and how these are identified, managed and
mitigated in the Risk review on pages 37 to 41.
Review of emerging risks
The Committee considered updates on the emerging risks to Quilter, which are less certain in terms of timescales
and potential impacts from the external environment. The Committee reviewed managements assessment of these
risks and challenged the proposed mitigating actions. Details of the near, medium- and longer-term emerging risks
identified for Quilter can be found in the Risk review on page 41.
Risk Management Framework and internal controls
The Committee reviewed and approved changes to the Risk Management Framework and certain policies
underpinning the Framework. The Committee’s focus was to ensure that the Framework supports good customer
outcomes and prevents customer harm.
Regulatory engagement
The Chief Risk Officer provided analysis and commentary on the interactions with our regulators, including
regulatory change that impacts our customers and our business.
Risk events
The Chief Risk Officer briefed the Committee, as required, on the root cause analysis of risk events together with
theproposed control enhancements to minimise the risk of re-occurrence.
Challenged and evaluated that
the top risks have been
correctly identified and that
management actions to mitigate
the risks are appropriate.
Agreed that emerging risks had
been appropriately identified
andare monitored and
managed accordingly.
Recommended Risk
Management Framework
changes to the Board for
approval.
Challenged management to
ensure that controls are
sufficiently enhanced to protect
our customers from harm.
Strategic Report
Other information
73
Quilter plc Annual Report 2024
Financial statements
Governance Report
Key areas of Committee focus
Report Summary of discussions and activity Outcomes
Top Risk Oversight
(continued)
Money
Laundering
Reporting
Officer (“MLRO”)
Annual Report
The Committee reviewed the annual update from the Group’s MLRO which gives a pan-Quilter view of the anti-
money laundering and counter terrorist financing operating environment and associated risks.
Noted the MLRO Annual Report.
Risk and
Compliance
Function Plans
The Committee reviewed the Risk and Compliance function plans and received regular updates on progress
throughout the year. This included monitoring resourcing and the overall delivery of agreed activity. Adjustments
tothe plans were approved by the Committee where necessary.
Approved the Risk and
Compliance function plans
for2025.
Strategic
Programme
Delivery
The Committee received updates on key strategic programmes including enhancements to technology to support
customers and advisers.
Challenged management on the
quality and timeliness of delivery
of strategic initiatives.
Third Party Risk
Management
The Committee was updated on the progress to improve the management of Quilter’s third party strategic partners
and the areas where further enhancements are required.
Noted progress to enhance
supplier reporting, service
delivery and risk management.
Data Protection
Officer’s Report
The Data Protection Officer provided his assessment of data privacy risk. This assessment detailed the adequacy
ofdata protection policies, procedures and governance arrangements to mitigate data protection risks and comply
with data protection legislation.
Noted the assessment of data
privacy risk.
Risk Appetite,
Profile, Capital
andLiquidity
Risk Appetite
Review
The Committee considered some modest changes to the Group’s risk appetite statements and key indicators. Recommended changes to risk
appetite statements and key
indicators to the Board for
approval.
Capital and
Liquidity Risk
The liquidity and solvency of the regulated entities within the Group were reviewed by the Committee. The
Committee challenged the proposed changes to capital and liquidity risk appetite thresholds to ensure that they
remained appropriate.
Recommended updated
capitaland liquidity thresholds
tothe Board for approval.
Noted that Quilter remains
strongly capitalised and has
operated within capital and
liquidity risk appetites during
theyear.
Board Risk Committee Report continued
74
Quilter plc Annual Report 2024
Key areas of Committee focus
Report Summary of discussions and activity Outcomes
Risk Appetite,
Profile and Capital
&Liquidity
(continued)
Own Risk and
Solvency
Assessment
(“ORSA”) and
Internal Capital
Adequacy and
Risk Assessment
(“ICARA”)
Reports
The Committee reviewed and challenged the Group’s ORSA and ICARA processes throughout the year. This included
detailed stress and scenario testing which supports the assessment of financial resilience indicators, such as liquidity
and solvency ratios for the Group and key subsidiaries, as well as analysis and challenge of reverse stress testing.
Corporate sustainability and ESG risk
During 2024, as part of the preparation of the ICARA and ORSA, the Committee reviewed a scenario around the
financial risk of sustainability and ESG in our propositions, including climate change. This scenario analysis focused
on the risk of greenwashing.
Recommended the Group ICARA
and ORSA Reports to the Board
for approval.
Financial Crime
Framework
Management presented changes to the financial crime risk appetite statement and the key indicators used to
measure performance against risk appetite. The Committee discussed the controls in place to ensure Quilter
remains within risk appetite, and the potential impacts to Quilter and its stakeholders should any thresholds be
triggered.
Recommended the financial
crime risk appetite statement
andthe key indicators to the
Board for approval.
Approved revisions to the
Financial Crime policies.
Risk Governance
and Remuneration
Risk-adjusted
remuneration
The Committee, in conjunction with the Board Remuneration Committee and with input from the Chief Risk Officer,
considered the relevant financial and operational risk factors to be taken into account in annual remuneration
decisions.
Considered the 2024 risk
adjustment methodology.
Material Risk
Takers
Framework
The Committee considered changes to the Material Risk Takers Framework as part of its annual review and the
colleagues deemed to be Material Risk Takers for Quilter.
Approved the Material Risk Takers
Framework and the Material Risk
Taker population.
Group Policy
Framework
The Committee endorsed the proposed simplification of the Risk Policy suite, which forms part of the Risk
Management Framework, and agreed that the policies be structured on a principles basis with certain mandatory
requirements included.
Endorsed management’s
proposal to simplify the Risk
Policy suite.
Conflicts of
Interest
Following the changes to the Group governance structure in 2023, the Committee reviewed the approach to the
identification and management of potential conflicts of interest in the Affluent business. The Committee reviewed
the processes that support Quilter’s management of conflicts of interest together with the controls and risk
assessment performed.
Noted the outcome of the control
and risk assessments performed
and satisfied itself that the
identification and management
ofconflicts of interest was
appropriate.
Group
Governance
Manual
The Group Governance Manual sets out at a high-level Quilter’s governance framework and is refreshed on an
annual basis.
Recommended changes to the
Group Governance Manual to the
Board for approval.
Strategic Report
Other information
75
Quilter plc Annual Report 2024
Financial statements
Governance Report
Key areas of Committee focus
Report Summary of discussions and activity Outcomes
Regulatory Change
Consumer Duty The Committee regularly evaluated preparatory work and assurance activity in advance of the first Consumer Duty
Board Assessments for the Group and our UK regulated subsidiaries. We challenged management to ensure that
the Consumer Duty was appropriately embedded across the organisation, and reviewed management actions taken
to deliver good customer outcomes.
The Committee oversaw the
assessment process for the Group
with the regulated subsidiary
boards approving their Consumer
Duty assessments.
The Committee endorsed the
actions identified by management
to improve customer outcomes
and continue to monitor progress
against the agreed action plans.
Operational
resilience
The Committee reviewed how the Group had developed its approach to operational resilience to ensure that it is
appropriately prepared in advance of the revised regulatory requirements that are due to come into effect from
31March 2025.
Recommended the annual
self-assessment of operational
resilience, including details of
ourimportant business services
and impact tolerances, to the
Board for approval.
Internal controls
Throughout the year ended 31 December 2024 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 Audit Committee and the Board Risk Committee regularly review internal controls through
reports from management and the Risk and Internal Audit functions. The Board Audit Committee
monitors the controls over financial reporting and the independence and effectiveness of the internal
and external auditors, which you can read more about on pages 65 to 71. In February 2025, the Board
Risk Committee received management’s assessment of the effectiveness of internal controls
asof31December 2024 to date, and concluded that, based on this assessment, they were effective.
TheBoard subsequently considered and endorsed this assessment.
The publication of the 2024 UK Corporate Governance Code introduced changes to provision 29
relating to the annual Board review of the effectiveness of the Company’s risk management and
internal control framework, which apply from 1 January 2026. Management have progressed their
analysis of the current controls and are reviewing areas where further enhancement may be required.
The Board Audit Committee is overseeing the work to review and scrutinise the evidencing of Quilters
internal controls framework.
Board Risk Committee Report continued
76
Quilter plc Annual Report 2024
Neeta Atkar MBE
Chair
conditions. The Committee was satisfied that the
vesting outcome was appropriate, did not require
any discretionary adjustment and reflected the
strong performance achieved over the
performance period.
The Committee undertook an annual review of
theExecutive Directors’ salaries against relevant
market data, taking into account business and
individual performance and the average increase
for the wider workforce. The Committee approved
an increase of 5% for Steven Levin and 3% for
Mark Satchel from 1April 2025.
Full details of the 2024 STI and 2022 LTI outcomes,
as well as the awards and salaries for 2025, are set
out in the Report. The Committee was satisfied
that the Policy operated as intended during 2024.
The Company continues to focus on its inclusion
and diversity agenda, including increasing the
proportion of females and ethnically diverse
colleagues in thesenior management team. At the
end of 2024, the proportion of females was 41%
and the proportion that are ethnically diverse was
6%, slightly lower than the prior year and the 2024
targets. Whilst disappointing, this reflects very
small changes in the underlying population. For
2024, we have reported a mean gender pay gap
of27%, and a mean gender bonus gap of 55%,
both two points lower than 2023. On colleague
engagement, Quilter ended the year with an
engagement score of 8.0/10, which was historically
high and significantly ahead of the target of 7.6/10.
I would like to reiterate my thanks to shareholders
for their engagement on the Policy proposals and
look forward to seeking approval at the 2025 AGM.
I also welcome the opportunity to engage further
with the wider investor community on the
proposals or any other aspect of executive
remuneration at Quilter.
Neeta Atkar MBE
Chair
on efficiency targets. Thisall contributed to an
Adjusted Profit outcome of £196 million, up 17%
on 2023, and an operating margin of 29%, up
from27% in 2023.
The Committee considered carefully the impact
ofthe Ongoing Advice Review (“OAR) and decided
to exercise downward discretion to apply a risk
adjustment to the Executive Directors’ 2024
Short-term Incentive (“STI) outcomes. In
considering the circumstances of the OAR and
theprovision in the Companys 2024 accounts
forthe estimated costs of a potential customer
remediation exercise, the Committee determined
that the Adjusted Profit element of the STI
scorecard should be reduced to 50% of maximum
in line with on-target. This had the effect of
reducing the outturn of the profit element of
theSTI scorecard by 40% and as a result the STI
outcome for Steven Levin by £135,500 and for
Mark Satchel by £109,000. Further details are
contained in the Report.
The Committee also noted that the Skilled Person
Review of ongoing advice was yet to conclude and
that it has the right to make further adjustments
to remuneration outcomes in the future if, and to
the extent, necessary. It will in due course
consider the findings in the Skilled Person report
and detail any further risk adjustments in next
year’s Report.
Against this backdrop, the Committee approved a
2024 STI outcome of £911,000 (77% of maximum)
for Steven Levin and £701,000 (74% of maximum)
for Mark Satchel. This included maximum
achievement of the net flow target and the
Committee was content that a maximum payout
was justified by the Company’s exceptional
performance against this measure.
The Committee also approved an outcome of
61%of maximum for the 2022 Long-term Incentive
(“LTI”) award. The targets for this award were
established at the end of 2021 and were viewed as
particularly stretching against the ensuing market
Dear shareholder
On behalf of the Board Remuneration Committee
(the “Committee), I am pleased to present the
Remuneration Report (the “Report) for the year
ended 31 December 2024 and would like to thank
my predecessor, Tim Breedon, for his contribution
to the Committee during the year. The Report sets
out what the Directors of the Company were paid
in respect of 2024, how the Committee met its
responsibilities and its decision making.
I am also pleased to present our new Directors’
Remuneration Policy (the Policy), which, following
a review, is put to shareholders for approval at
least every three years. The Policy is detailed
inthe Report and will be put to a binding vote at
the Companys next AGM on 22 May 2025. The
objectives of the review were to ensure that our
remuneration framework continues toencourage,
reinforce and reward the growth ofshareholder
value and promotes the long-term sustainable
success of the Company for the benefit of all
stakeholders, whilst aligning to market practice,
investor expectations and all applicable corporate
governance and regulatory requirements.
The Committee undertook an extensive
consultation exercise during the review, engaging
with Quilter’s major shareholders who collectively
hold approximately 75% of the Companys shares.
The Committee is grateful for the feedback it
received, which broadly reflected that the current
Policy was fit for purpose and working well, and,
assuch, only minor, evolutionary changes are
proposed, full details of which are in the Report.
In terms of business performance, 2024 saw a
material improvement in market conditions and
investor sentiment compared to 2023, despite
ongoing macroeconomic and geopolitical
challenges. Flowsacross the industry were up
significantly, with Quilter performing exceptionally
well. Thebusiness achieved core net inflows of
£5.2 billion, equal to 5% of opening assets, up
from £0.8 billion and 1% in 2023. The business
also maintained strong cost discipline and focus
Board Remuneration Committee Report
 Female
 Male
Committee gender diversity
Committee membership and attendance
Scheduled
Meetings
Ad hoc
Meetings
Neeta Atkar (Chair)
1
1/1 1/1
Chris Hill
2
3/3 1/1
Ruth Markland 5/5 1/1
Alison Morris
3
1/1 1/1
Former members
Tim Breedon (Chair)
4
4/4
Tazim Essani
5
3/3
Paul Matthews
5
3/3
1
Appointed as Chair with effect from 12 September 2024.
2
Appointed with effect from 7 March 2024.
3
Appointed with effect from 12 September 2024.
4
Stepped down with effect from 11September 2024.
5
Stepped down with effect from 23 May 2024.
25%
75%
Strategic Report
Other information
77
Quilter plc Annual Report 2024
Financial statements
Governance Report
Board Remuneration Committee Report continued
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 effectiveness review
As part of the 2024 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, Human Resources 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.
40%
19%
28%
13%
2024
57%
18%
20%
5%
2023
Remuneration Policy review
The current Policy is considered to have operated
as intended and been effective in incentivising and
rewarding the Executive Directors for executing
the Companys strategy in the interests of all
stakeholders. Accordingly, the Committee, taking
into account feedback from shareholders during
consultation on the proposals, decided to make
three evolutionary updates to the way the new
Policy is proposed to be applied in 2025. For
clarity, these are not changes to the actual Policy
itself but to the way the Policy will be implemented
in 2025.
There is no change to the maximum STI and LTI
opportunity and the relative weightings of base
salary, STI and LTI remain unchanged.
On the STI scorecard, it is proposed to remove
the risk management metric and upweight the
customer metric commensurately. This change
isintended to reflect both the maturity of the
risk management framework and continued
ability for the Committee to reflect material risks
in remuneration outcomes through uncapped
ex-ante and ex-post risk adjustments, and the
strategic focus for Quilter on the customer.
On the LTI scorecard, it is proposed to remove
the operating margin metric and redistribute
20% of its weighting to the earnings per share
(“EPS”) metric and 5% to the relative total
shareholder return (“TSR”) metric. Quilter’s
operating margin will continue to be measured
until 2026 under the in-flight LTI awards, by
which time it should be expected to have
reached the Company’s long-term external
target. Removing this metric thereafter, noting
itis not common in LTI plans, will simplify the
scorecard and increase the weighting on
EPSand TSR, which are established drivers
ofshareholder value and consistent with
marketpractice.
In addition, it is proposed to narrow the
comparator group for TSR purposes from the
FTSE 250 excluding investment trusts to also
exclude companies in the basic resources
(mining), oil and gas sectors. The Committee
noted that those sectors are subject to different
cyclical market dynamics and excluding them
would provide a better correlation between
Quilter and the rest of the index for determining
relative TSR performance.
Committee activity
Committee activity 2024 2023
Remuneration Schemes Including
AllEmployee Schemes
Risk and Governance
Specific Remuneration Arrangements
Group Remuneration Policy
At a glance Key areas of Committee focus
78
Quilter plc Annual Report 2024
Long-term incentive outcome
The 2022 LTI award for the three-year performance
period that ended on 31 December 2024 was
weighted 40% on cumulative EPS, 25% on TSR
relative to the FTSE 250 excluding investment
trusts, 25% on the operating margin achieved in
2024, 7.5% on the Companys 2024 score against
the Principles for Responsible Investment (“PRI”)
Framework and 2.5% on the Company’s 2024
Scope 1 and 2 emissions.
The business exceeded the threshold target
across all five metrics. Of particular note, the total
Scope 1 and 2 emissions in 2024 were ahead of
the maximum target, generating a 100% outcome
for that measure. The relative TSR outcome was
also particularly positive having been below
threshold for the past two awards, with the
Company ranked just below the maximum target
of the upper quartile of the comparator group.
Overall, this resulted in an LTI outcome of 61%
ofmaximum for both Executive Directors. The
Committee considered whether this outcome was
justified byunderlying performance and whether
any adjustments were required for the
consideration of risk and/or windfall gains. It
concluded that no discretionary adjustment was
required to the formulaic outcome.
The awards will vest on 27 March 2025, with the
net vested shares subject to a minimum two-year
post-vesting holding period and subject to
clawback during that period. Full details of the
2022 LTI outcome, the 2024 LTI award granted
during the year and the 2025 LTI award the
Committee intends to grant are set out on pages
97 to 98 of the Report.
Fixed remuneration
The Committee decided to increase the base
salary of Steven Levin from £595,000 to £625,000
from 1 April 2025, an increase of 5%, and increase
the base salary of Mark Satchel from £472,500
to£486,500, an increase of 3% in line with the
average increase for all other employees.
TheCommittee considered the following factors
inrelation to the increase for Steven Levin:
Steven Levin’s salary was conservatively
positioned at the time of appointment in
November 2022 to recognise it was a step-up
and he was unproven as the CEO of a plc;
after two and a half years of consistently strong
performance, the Committee believe it is the
appropriate time to commence a period of
meaningful adjustments to ensure his pay,
whichcurrently sits at the low end of market
comparators, remains competitive;
whilst moderately higher than the average
increase for the wider workforce, it is not out
ofkilter with increases awarded to other
highperformers in the organisation; and
the Committee intends to review carefully in
future years the appropriate positioning of
Steven Levin’s salary and expects it will make
further meaningful adjustments to reflect his
strong leadership and market relativity.
A review of Non-executive Director fees, excluding
the Company Chair, was also undertaken against
prevailing market data to review the impact of
changes made to the Group governance structure.
Non-conflicted members of the Board agreed that
no change was required to the current fees for
theBoard Chair, Senior Independent Director or
chairing or membership of a Committee. However,
a 14% increase to the Quilter plc and Affluent
Boards base fees was approved from 1 January 2025
to recognise the additional regulatory
responsibilities and time commitment for the
Non-executive Directors.
Key performance highlights
Adjusted Profit was £196 million for 2024, up
17% on £167 million in 2023, with an operating
margin of 29%, up from 27% in 2023.
By the end of 2024, the business had delivered
£35 million of the £50 million Simplification
Phase Two run-rate savings targeted by the end
of 2025. Overall, the total savings realised under
the programme since 2022 are £80 million.
Core net inflows of £5.2 billion, equal to 5%
ofopening AuMA, represented exceptional
performance and a significant increase on 2023
(£0.8 billion and 1%). Within the Affluent
business, the Platform’s share of IFA flows was
market leading, with strong flows into the
WealthSelect MPS range continuing as its assets
under management surpassed £17 billion by the
end of 2024, up from £13 billion a year earlier.
Outside of core financial performance, the
Company made good progress across its key
strategic programmes that are foundational to
future capabilities and growth. The business also
continued its embedding of the Consumer Duty
Principles following the Duty’s implementation
in2023 and made a number of service and
proposition enhancements to support better
customer experience and outcomes.
The OAR has been a complex and challenging
matter for Quilter, as it has for many in the
advice industry. The Executive Directors
provided strong leadership throughout the
review and remain focused on the end customer
and doing the right thing. The Committee
decided to apply a proportionate downward
adjustment to the STI outcome in recognition of
the material provision that has arisen in respect
of the review and its impact on key stakeholders,
as detailed earlier in the Report, whilst noting
that the Skilled Person Review was ongoing and
its findings would be considered in due course.
Short-term incentive outcome
The business achieved strong financial
performance in 2024, with the Adjusted Profit
outcome of £196 million equating to 83% of
maximum for STI purposes, and core net inflows
of 5% of opening AuMA equal to the maximum
target for STI purposes. The Committee was
satisfied that amaximum outcome for the net
flows metric was justified and appropriately
aligned with underlying performance.
As a result, the outcome for both Executive
Directors for the financial element of the STI
scorecard, which accounts for 60% of the total
scorecard, was 90% of maximum before
consideration of material risk matters. After the
Committee’s exercise of downward discretion in
light of the impact of a material below-the-line
provision in respect of the OAR, the outcome was
reduced to 71% of maximum.
Performance against the risk management and
customer metrics was also assessed to be strong.
On key people targets, the Company exceeded
itscolleague engagement target but fell short of
its diverse representation targets for colleagues
insenior management positions. The aggregate
outcome across the non-financial measures,
which account for 40% of the total scorecard,
was87% of maximum for Steven Levin and
79%ofmaximum for Mark Satchel.
Overall, this resulted in STI outcomes of 77% of
maximum for Steven Levin and 74% of maximum
for Mark Satchel. Full details of the STI awards are
set out on pages 93 to 96 of the Report.
Key areas of Committee focus
Strategic Report
Other information
79
Quilter plc Annual Report 2024
Financial statements
Governance Report
Board Remuneration Committee Report continued
2024 saw significant activity in respect of culture
change, including the launch of a refreshed
purpose and new values, as well as development
of the performance management and reward
framework to support a culture focused on
delivery, service quality and high performance.
This contributed to an increase in colleague
engagement, which ended 2024 at 8.0/10, a record
high for the Company and materially ahead of
theSTI target of 7.6/10. More details on Quilter’s
culture transformation and the initiatives
delivered in 2024 are set out in the Our people
section on pages 16 to 20.
Considerations for the year ahead
The new Policy is set out in the Report and
contains no material changes from the current
version, which was approved by shareholders
atthe 2022 AGM. There are some evolutionary
updates proposed to the incentive metrics for
2025 to simplify the STI and LTI scorecards, whilst
also taking into account shareholder feedback,
and the Committee will continue to review the
operation of the Policy going forward to ensure
itreinforces delivery of the Companys strategic
priorities.
The targets for the 2025 LTI award are set out on
page 98 and the targets for the 2025 STI award will
be disclosed retrospectively in next year’s Report,
in line with normal practice given the commercial
sensitivity of annual targets.
Wider workforce
The pay and conditions for the wider employee
base were reviewed by the Committee regularly
throughout 2024. This included a deep dive on
annual benchmarking and market relativity, the
workplace pension scheme and performance of
the default fund, the Quilter Save As You Earn
scheme, the design and operation of incentive
schemes across the Group, and changes to the
performance management and reward framework
designed to support a high-performance culture.
The Committee also considered employee
sentiment on reward and broader organisational
matters from data from the Company’s
engagement survey and insights from the
Workforce Engagement Director.
The Committee approved a salary increase budget
for the workforce of 3% for 2025.
Inclusion, diversity and culture
As at 31 December 2024, the proportion of
females in our senior management population
was 41%, which exceeded the 2025 target in the
Companys Inclusion and Diversity Action Plan but
was a small reduction from the prior year and fell
short of the Company’s stretch target of 43% for
2024. Ethnically diverse representation in the
same population was 6%, down from 9% a year
earlier and also below the target of 9% for 2024.
As the senior management cohort is relatively
small, these proportions are sensitive to small
changes in the incumbent population and we do
not anticipate that progress towards the long-term
targets set out in the Inclusion and Diversity
Action Plan will necessarily be linear.
For 2024, we have reported a mean gender pay
gap of 27%, two points lower than 2023, and
median pay gap of 30%, flat to 2023. Our mean
gender bonus gap was 55%, also two points lower
than 2023, although the median bonus gap
increased from 39% to 45%. As we have for a
number of years, the Company also voluntarily
reports its ethnicity pay gaps on the same basis as
gender pay gap reporting. The mean and median
ethnicity pay gaps for 2024 were 18% and 15%, up
from 15% and 8% in 2023 respectively. The mean
and median ethnicity bonus gaps were 47% and
38%, compared to 48% and 30% in the prior year.
Our pay gaps reflect the imbalance of gender and
ethnicity representation in senior and higher paid,
revenue generating roles. This is an area the
Company is addressing through the Inclusion and
Diversity Action Plan. You can read more about
this in the Our people section on pages 16 to 20.
80
Quilter plc Annual Report 2024
3-year cumulative adjusted EPS
27.9p
2023: 24.7p
Total shareholder return ranking
73rd percentile
2023: 34th percentile
Operating margin
29%
2023: 27%
Principles for Responsible
Investment score
15.2 stars
2023: 14 stars
Scope 1 and 2 emissions
1,062 tCO
2
e
2023: 1,191 tCO
2
e
Key Performance
Indicators
Annual salary review (April 2024)
4%
2023: 5%
Company Pension contribution
10%
2023: 10%
Flexible benefits utilisation rate
58%
2023: 59%
SAYE new plan uptake
21%
2023: 43%
SAYE 2021 3-year Maturity (Gain)
10%
Average gain at exercise on option
price of 131p
SAYE 2019 5-year Maturity (Gain)
15%
Average gain at exercise on option
price of 125p
Vesting outcome
61.0% of maximum 2023: 66.1% of maximum
Adjusted profit
£196m
2023: £167m
Core net inflows
£5.2bn
2023: £0.8bn
Core net inflows as percentage
of opening AuMA
5%
2023: 1%
Short-term Incentive
Long-term Incentive
Wider workforceSingle figure
 Salary
 Benefits
 Pension
 STI
 LTI
Minimum shareholding requirement (after 5 years)
Owned shares
Unvested shares
Additional shares subject to performance conditions
Actual qualifying shareholding (as at 31 December 2024)
* Has until 1 November 2027 to reach minimum requirement
* Adjusted outcomes
Steven Levin
£911,000
*
77% of max (154% of salary)
2023: 65% of max (130% of salary)
Mark Satchel
£701,000
*
74% of max (148% of salary)
2023: 64% of max (127% of salary)
Short-term Incentive
Cumulative EPS (40%)
Relative TSR (25%)
Threshold 24.6p Max 37.0p
Threshold 50th Pctl
Max 75th Pctl
Operating margin (25%)
Actual 73rd Pctl
Actual 29.3%
Actual 15.2 Stars
Actual 1,062 tCO
2
e
Actual 27.9p
Responsible Inv. (7.5%)
Scope 1&2 Emiss. (2.5%)
Threshold 2,050 tCO
2
e Max 1,650 tCO
2
e
Threshold 27.5%
Threshold 12 Stars
Max 32.5%
Max 20 Stars
Shareholding
Long-term Incentive
Steven Levin
£1,867.2k
£1,899.0k
Mark Satchel
Steven Levin
Mark Satchel
Adjusted Profit (35%)
Customer (10%)
Net Inflows/AuMA (25%)
Risk Management (10%)
Threshold £138m
Threshold 1%
Threshold 25%
Threshold 25% Target 50%
Target 50%
Target £173m
Target 3%
Max £208m
Max 5%
Actual 5%
Max 100%
Max 100%
Max 100%
Actual 75%
Actual 82%
Reported £196mSTI Adjusted Outcome
Threshold 25% Target 50%
Actual 75%
Actual 95%
Actual 80%
Steven LevinPersonal (20%)
Mark Satchel
Steven Levin
*
Mark Satchel
248%
300%
526%
At a glance – 2024 remuneration
Strategic Report
Other information
81
Quilter plc Annual Report 2024
Financial statements
Governance Report
50% paid in cash
Short-term Incentive
Long-term Incentive
Directors Remuneration Policy
At a glance – Implementation of the Policy in 2025
The new Policy set out on the following pages is
subject to shareholder approval at the Company’s
2025 AGM. It is intended that the Policy will apply
for three years from that date.
The Committee undertook a comprehensive
review of the current Policy against market
practice, investor guidelines, regulatory and
financial reporting obligations, and alignment
withstrategy and culture. As part of its review the
Committee sought input from its independent
adviser and completed an extensive engagement
exercise to understand the views of the Companys
shareholders, which were taken into account in
finalising the Policy proposals. The Committee
concluded that the Policy has operated as
intended over the past three-year cycle and
remains fit-for-purpose. There are no fundamental
changes proposed to the Policy terms but there
are some minor, evolutionary updates proposed
for how the Policy is applied to ensure that the
incentive metrics reinforce the next phase of the
strategy for the benefit of all stakeholders.
The Policy is intended to be clear, simple and aligned
to the Company’s strategy and culture. It aims to
provide proportionate reward to the Executive
Directors for the delivery of superior business
performance, achieved within risk appetite.
Key
Alignment to strategic pillars
How we create value for our stakeholders:
Grow distribution
Enhance propositions
Be future fit
Metrics
Policy illustration
Fixed Pay reflects expected base pay, benefits
and pension funding over 2025.
Target and maximum outcomes reflect STI and
LTI outcomes at 50% and 100% of maximum.
An additional scenario is included to illustrate
the impact of 50% share price appreciation to
the maximum LTI outcome on total
remuneration.
Steven Levin (£’000)
1,921
3,156
0 1,000 2,000 3,000 4,00
0
100%
36%
22%
18%
32%
39%
33%
32%
39%
33% 16%
3,774
686
Maximum + 50%
share price growth
Maximum
Minimum*
Target
Mark Satchel (£’000)
1,503
2,469
0 1,000 2,000 3,000 4,000
100%
36%
22%
18%
32%
39%
33%
32%
39%
33% 16%
2,952
537
Maximum + 50%
share price growth
Maximum
Minimum*
Target
 LTIP
 50% share price growth
 Fixed pay
S T I P
2025 2027 20292026 2028 2030
Performance
period
35% Adjusted
Profit
20% Customer
Non-financial metrics
25% Net flows
Financial metrics
20% Personal
2025 2027 20292026 2028 2030
1/3 vesting
50% paid
in QLT shares
1/3 vesting 1/3 vesting
100% paid in QLT options
Performance period
Minimum holding period
Vesting Release
Maximum opportunity of 200% of base salary.
50% paid in cash in Q1 following the end of the
performance year.
50% deferred via an award of conditional shares
which vest annually in equal tranches over three years.
Subject to malus and clawback provisions.
Maximum opportunity
of 200% of base salary.
Nil-cost options subject to
three-year vesting period.
Options can be exercised at
vesting, with acquired shares
subject to minimum two-year
holding period.
Subject to malus and
clawback provisions.
60% Cumulative EPS
7.5% Principles for Responsible Investment
30% TSR relative to FTSE 250 excluding investment trusts
andmining, oil and gas sectors
2.5% Scope 1 and 2 Emissions Reduction
Uncapped malus and clawback
Uncapped malus and clawback
82
Quilter plc Annual Report 2024
Elements Purpose and link to strategy Operation and performance Maximum opportunity
Fixed pay
Base
Salary
To attract and retain Executive
Directors with the calibre,
personal skills and attributes
to develop, lead and execute
the Companys 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, including:
business and individual performance;
the skills, experience and level of responsibilities of the Executive Director and their market value;
the scope, nature and size of the role;
levels of increases across the wider workforce; and
affordability, economic factors, external market data and internal relativity.
The Committee also considers the direct and indirect impact of any base salary increases on total
remuneration.
There are no prescribed maximum salary levels
but any salary increases will normally be in line
with percentage increases across the wider
workforce.
In specific circumstances, the Committee may
award increases above this level, for example:
where the base salary for a new recruit or
promoted Executive Director has been set at
alower level to allow the individual to progress
into the role over time;
to reflect a material increase in the size or scope
of an Executive Directors role or responsibilities;
where a change is deemed necessary to reflect
changes in the regulatory environment; or
where the size, value or complexity of the
Company warrants a higher salary positioning.
Benefits
To aid the attraction and
retention of top talent with a
total package that is market
competitive.
The benefits currently provided to Executive Directors are in line with other Quilter employees and include:
private medical insurance;
life assurance; and
income protection.
The Committee’s usual approach to benefit provisions for Executive Directors is to be consistent
andoperated in line with the benefits provided to all employees. Specific benefit provisions are
subjectto regular review in line with market practice and may change from time to time.
Executive Directors are also 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.
In line with other employees, Executive Directors can access discounted Company products and
services and select additional voluntary benefits which they fund themselves, sometimes through
salary sacrifice arrangements.
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
towards retirement that helps
to attract and retain top
talent.
Executive Directors are eligible to receive employer contributions to the Companys pension plan
(which is a defined contribution plan) or a cash allowance in lieu of pension contributions, or a
combination. Contributions and/or a cash alternative are paid monthly.
The level of pension funding for Executive
Directors is consistent with the wider workforce.
This is currently 10% of base salary.
Remuneration elements for Executive Directors
The following pages outline the key components of Executive Director remuneration arrangements, subject to shareholder approval.
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Financial statements
Governance Report
Directors’ Remuneration Policy continued
Elements Purpose and link to strategy Operation and performance Maximum opportunity
Short-term
Incentive
To align remuneration with
performance against financial
and non-financial targets and
personal goals, within the
Group’s risk appetite and
taking into consideration the
Companys culture and values,
on an annual basis.
A portion of any award is
deferred and delivered in
shares to aid retention,
encourage long-term
shareholding and reinforce
the alignment of Executive
Director and shareholder
interests.
The STI plan uses a balanced scorecard of financial and non-financial performance measures,
whicharealigned with the key strategic priorities of the business and designed to deliver sustainable
shareholder value.
The metrics, weightings and targets are reviewed and set annually by the Committee taking into
account business plans, market conditions and the Companys risk appetite. The performance
measures and relative weighting are typically disclosed prospectively each year in the Report,
withthetargets typically disclosed retrospectively in the following year’s Report given commercial
sensitivity. The majority of any annual bonus is subject to financial performance, with no less than
50% of the scorecard weighted to financial metrics.
Pay-out levels are determined by the Committee following the year-end based on performance
against the targets and objectives. The pay-out level for threshold performance is set at 25% of
maximum, on-target performance is set at 50% of maximum and maximum is set at 100%. STI awards
for the Executive Directors are funded from the Companys overall bonus pool, which is approved
each year bythe Committee.
When determining the performance, pool and individual award outcomes, the Committee, in
conjunction with the Board Risk Committee, will consider a comprehensive report from the Chief
RiskOfficer in relation to the nature and incidence of material risk events and risk issues against
theCompany’s risk appetite, as well as an overall assessment of risk culture and risk management
effectiveness. The Committee will apply collective and/or individual risk-based adjustments to
outcomes where necessary to ensure that all risk factors are appropriately reflected.
At least 50% of any STI award is normally deferred in the form of conditional awards under the Quilter
plc Share Reward Plan, which vests annually in equal annual instalments over a three-year period
subject to the rules of the Share Reward Plan. Dividend equivalents accrue on deferred STI awards
during the vesting period on an assumed reinvestment basis and are normally settled in the form
ofadditional shares or, exceptionally, cash, at the relevant vesting dates. The vested shares are not
subject to any post-vesting minimum holding period.
If required by regulation, deferral levels, vesting periods and/or holding periods may be amended
from time to time to ensure ongoing compliance with regulatory requirements.
Malus and clawback provisions apply to both the up-front cash and deferred share portions of
STIawards as described in further detail on page 87.
The maximum STI opportunity is 200% of
basesalary.
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Elements Purpose and link to strategy Operation and performance 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.
LTI awards are made under the Quilter plc Performance Share Plan. Awards are normally granted
annually in the form of 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.
The LTI plan uses a balanced scorecard of performance measures, the majority of which will be
financial measures, and is designed to align with the business’s strategic priorities, deliver
sustainable returns to shareholders and promote the long-term, sustainable success of the Company
for the benefit of all stakeholders.
The metrics, weightings and targets for each LTI award are reviewed and set by the Committee at
thestart of the performance period taking into account business plans, market conditions and the
Companys risk appetite, and are disclosed prospectively in the Report each year. The majority of
anyLTI award is subject to financial performance, with no less than 75% of the scorecard weighted
tofinancial metrics.
For each performance measure, a threshold target and maximum target is set. At threshold,
25%ofthe applicable portion of the award vests, rising on a straight-line basis to 100% for
attainment oflevels of performance between threshold and maximum.
When determining the performance outcomes, the Committee, in conjunction with the Board Risk
Committee, will consider a comprehensive report from the Chief Risk Officer in relation to the nature
and incidence of material risk events and risk issues against the Company’s risk appetite, as well as an
overall assessment of risk culture and risk management effectiveness. The Committee has discretion
to apply risk-based adjustments as necessary, reducing award outcomes to nil if required, to ensure
that all risk factors are appropriately reflected.
Dividend equivalents accrue on LTI awards during the vesting period on an assumed reinvestment
basis and are normally settled in the form of additional shares or, exceptionally, cash, on the vesting
date or date of exercise of a vested option.
LTI awards are subject to a minimum post-vesting holding period of two years. The Committee may
shorten the minimum holding period in exceptional circumstances provided it is not to the Executive
Directors’ advantage, such as a situation where the vesting date is delayed and the holding period is
shortened to maintain the original release date, which must be no earlier than the fifth anniversary
ofthe grant date.
The vested options may be exercised in full at vesting but the acquired shares may not be sold during
the holding period other than to settle any tax liability arising.
Malus and clawback provisions apply to LTI awards as described in further detail on page 87.
The maximum LTI opportunity is 200% of
basesalary at the time of grant.
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Financial statements
Governance Report
Directors’ Remuneration Policy continued
Elements Purpose and link to strategy Operation and performance Maximum opportunity
Share-
holding
requirements
To align Executive Directors
interests with those of
shareholders.
Executive Directors are required to build up and maintain a shareholding in the Company with a
net-of-tax value at least equal to 300% of gross-of-tax 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 requirement is met. Vested and unvested (net of tax) awards
under the Quilter plc Share Reward Plan that are not subject to performance conditions are included
in the calculation of an Executive Director’s shareholding for this purpose. Vested awards under the
Quilter plc Performance Share Plan that remain subject to a holding period but are no longer subject
to performance conditions are also included (net of tax).
Executive Directors are also 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).
Any shares purchased by an Executive Director from the open market (i.e. separate to shares
originally awarded under a Company share plan) will be excluded from the post-cessation
shareholding requirement. However, only 25% of the value of such purchased shares will count
towards the minimum shareholding requirement during employment. This applies to shares
purchased after the date the post-cessation requirement came into effect, in January 2020.
The Committee has discretion to make adjustments to the shareholding and post-cessation
shareholding requirements in exceptional circumstances.
There is no upper limit to the shareholding
anExecutive Director may accumulate.
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Committee scope for discretion
The Committee will operate the STI and LTI plans
according to the Policy set out in this Report and
the rules of the Quilter plc Share Reward Plan and
Quilter plc Performance Share Plan. The
Committee, in line with normal market practice,
retains discretion in a number of areas relating to
the operation and administration of these plans.
These include, but are not limited to, the following:
who participates in the plans;
the timing of award grants and/or payments;
the size of an award and/or payment (within the
limits set out in the Policy);
the choice and weighting of performance
measures (in accordance with the statements
made in the Policy);
in exceptional circumstances, determining that
any share-based award (or dividend equivalent)
shall be settled in full or in part in cash;
discretion relating to the measurement of
performance in the event of a change of control
or restructuring;
determination of a good leaver (in addition
toany specified categories) for incentive plan
purposes based on the rules of each plan and
the appropriate treatment in such
circumstances;
determining the extent of payment or vesting
ofan award based on the assessment of any
performance conditions, including discretion
asto the basis on which performance is to be
measured if an award vests in advance of the
normal timetable (on cessation of employment
as a good leaver or on the occurrence of a
corporate event) and whether (and to what
extent) pro-rating shall apply in such
circumstances;
whether (and to what extent) malus and/or
clawback shall apply to an award;
adjustments required in certain circumstances
(e.g. rights issues, corporate restructuring, on
achange of control and special dividends);
the ability to adjust existing performance
conditions for exceptional events so that they
can still fulfil their original purpose whilst being
no less stretching; and
the discretion to adjust vesting outcomes to take
account of overall performance and the wider
stakeholder experience.
While the Committee anticipates that any such
discretion would normally result in a reduction,
the Committee reserves the right to make an
upwards adjustment if considered appropriate.
Legacy arrangements
The Committee reserves the right to make any
remuneration payments and payments for loss
ofoffice notwithstanding that they are not in line
with the terms of the Policy where the terms of
thepayment were agreed:
before the Policy came into effect, provided in
the case of any payment whose terms were
agreed before the Policy became effective, either
(a) was permitted under the Companys former
Policy in place at the time of agreement or (b) the
agreement was before any Policy was effective;
or
at a time when the relevant individual was not
aDirector of the Company and in the opinion
ofthe Committee the payment was not in
consideration for the individual becoming
aDirector of the Company.
Details of any such payments will be set out in
theReport as they arise as required.
Payment of statutory entitlements
and settlement of claims
The Company may pay any statutory entitlements
to which an Executive Director is entitled, or settle
or compromise any claims made in connection
with the employment of a Director where the
Committee considers such claims to have a
reasonable prospect of success and that it is in
thebest interests of the Company to do so.
Risk adjustment, malus and
clawback
All variable pay arrangements operated by the
Company are subject to malus and clawback
provisions. The Committee may, in its absolute
discretion, determine to reduce the number of
shares before they are released (malus), impose
further conditions on the vesting or exercise of an
award or, alternatively, at any time within five years
of an award being made, the Committee may
require the Executive Director to transfer to the
Company a number of shares or a cash amount
(clawback). The Committee considers that a period
of five years from award is a suitable time horizon
for malus and/or clawback to be applied in
accordance with the nature and risk profile of
thebusiness. The provisions are detailed in the
Companys share plan rules under which all share
awards are made and in annual Material Risk Taker
notification letters to the Executive Directors.
Malus may be applied where:
the results or accounts or consolidated accounts
of any company, business unit or undertaking in
which the Executive Director worked or works or
for which he or she was or is directly or indirectly
responsible are found to have been materially
incorrect or misleading;
an error in the calculation of the Executive
Director’s bonus in respect of which any
deferred bonus award was made;
there is any material failure of risk management
at a Group or business unit level and/or loss
from business written, due in whole or in part,
toa failure to observe risk management policies
in effect at the time;
there is evidence of Executive Director gross
misconduct or it is discovered that the Executive
Director’s employment could have been
summarily terminated, or there is reasonable
evidence of Executive Director misbehaviour or
material error;
the behaviour by the Executive Director resulted,
or is likely to result, in serious reputational
damage to the Company or has, or is likely to
bring, the Company into disrepute in any way;
the Executive Director participated in or was
responsible for conduct that resulted in
significant losses for the Company and/or for
anycompany, business or undertaking in which
he/she worked;
the Executive Director failed to meet appropriate
standards of fitness and propriety, in accordance
with any regulatory rules or principles, internal
policies or reasonable expectations as
determined by the Committee in its absolute
discretion;
the Company or any company, business or
undertaking in which the Executive Director
worked or works or which he/she was or is
directly or indirectly responsible has suffered
amaterial downturn in its financial performance
which the Committee considers justifies the
application of malus;
corporate failure of the Company or any Group
company; and
any other circumstances similar in nature to
those described above where the Committee
considers adjustments should be made.
Clawback may be applied where:
the results or accounts or consolidated accounts
of any company, business unit or undertaking in
which the Executive Director worked or works or
for which he or she was or is directly or indirectly
responsible are found to have been materially
incorrect or misleading;
there is any material failure of risk management
at a Group or business unit level and/or loss
from business written, due in whole or in part,
toa failure to observe risk management policies
in effect at the time;
there is evidence of Executive Director gross
misconduct or it is discovered that the Executive
Director’s employment could have been
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Financial statements
Governance Report
Directors’ Remuneration Policy continued
summarily terminated, or there is reasonable
evidence of Executive Director misbehaviour
ormaterial error;
the Executive Director participated in or was
responsible for conduct that resulted in
significant losses for the Company and/or for
anycompany, business or undertaking in which
he/she worked;
the Executive Director failed to meet appropriate
standards of fitness and propriety, in accordance
with any regulatory rules or principles, internal
policies or reasonable expectations as
determined by the Committee in its absolute
discretion;
the Company or any company, business or
undertaking in which the Executive Director
worked or works or which he/she was or is
directly or indirectly responsible has suffered a
material downturn in its financial performance
which the Committee considers justifies the
application of clawback;
corporate failure of the Company or any Group
company; and
any other circumstances similar in nature to
those described above where the Committee
considers adjustments should be made.
The Committee is supported in its decision making
in this area as appropriate by the Board Risk and
Board Audit Committees and the Quilter Risk and
Compliance function.
Recruitment
The remuneration package for an Executive
Director will be established in accordance with the
Policy, subject to such modifications set out below:
Salary will be set in line with the Policy at a level
commensurate with the experience and calibre
of the individual, taking into account his or her
existing remuneration package. Where it is
appropriate to offer a lower salary initially, a
series of increases to the desired salary
positioning may be made over subsequent years,
subject to individual performance and
development in the role.
Pension and benefit provisions will be in line
withthe Policy and consistent with the wider
workforce. Relocation assistance may be
provided where appropriate, which will normally
be for a capped amount and/or limited time.
Variable pay arrangements will be in line with the
Policy. Different performance measures may be
set initially during the year of joining to take into
account the responsibilities of the individual
andthe point when he or she joined the Board.
AnLTI award can be made shortly following an
appointment (provided the Company is not in
aclosed period). The maximum variable pay
opportunity will be 400% of salary, comprised
of200% STI and 200% LTI, in line with the Policy.
The Committee may buy out incentive awards a
new hire has forfeited on joining the Company,
ifit considers the cost can be justified and is in
the best interests of the Company. Any buy-out
award would take into account the key terms,
vesting schedule and expected value (e.g.
likelihood of meeting any performance criteria)
of the forfeited award(s) and would, to the extent
possible, replicate such terms and value in the
buy-out award. The Committee retains
discretion to rely on the exemption under UKLR
9.3.2 of the Listing Rules to make such an award,
or to utilise any other incentive plan operated
bythe Company. The aim of any such award
would be to ensure that, as far as possible, the
expected value and the structure of the award
will be no more generous than the award(s)
forfeited.
Where an Executive Director is appointed
fromwithin the Group, any legacy arrangements
would be honoured in line with the original
terms and conditions as long as these do not
cause a material conflict with the Policy.
Fees for a new Chair or Non-executive Director
will be set in line with the Policy.
Executive Director service
agreements
All Executive Directors enter into service
agreements with the Company. The service
agreements are of indefinite duration, subject to
termination by either party giving not less than
sixmonthsnotice. Where a longer notice period is
required to recruit an executive, a notice period of
up to 12 months may be offered for an initial
period. The agreement contains terms typical for
asenior executive, including entitlement to a
salary, pension contribution, other core benefits
including annual holiday entitlement, and eligibility
for consideration of annual STI and LTI awards in
accordance with the Policy. The Executive
Directors are also entitled to reimbursement of
reasonable business expenses incurred by him/
her in the performance of his/her duties and will
be eligible for cover under any director or officer
insurance the Company has in place from time to
time. Service contracts are available for inspection
at the Company’s registered office.
Executive Director Notice period
Steven Levin 6 months
12 12smonths
Mark Satchel 6 months
External appointments
Subject to prior clearance by the Board, an
Executive Director is permitted to hold one
external non-executive directorship of a listed
company and is entitled to retain any fees paid
fordoing so.
Compliance with regulatory
requirements
The Policy is compliant with current regulatory
requirements, namely the PRA and FCA
Remuneration Codes that apply to the Company.
Remuneration arrangements will operate in line
with the PRA and FCA Remuneration Codes, as
amended from time to time.
The Committee may make minor amendments
tothe Policy (for regulatory, exchange control,
taxor administrative purposes, to correct clerical
errors or to take account of a change in legislation)
without obtaining shareholder approval for that
amendment.
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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.
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 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.
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Financial statements
Governance Report
Directors’ Remuneration Policy continued
Change of control
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. Exceptionally, the
Committee may exercise its discretion to waive
pro-rating.
All the Companys employee share plans contain
provisions relating to a change of control. In the
event of a change of control, outstanding awards
and options may lapse and be replaced with
equivalent awards over shares in the new
company, subject to Committee discretion.
Alternatively, outstanding awards and options
mayvest and become exercisable on a change of
control, subject to the assessment of performance
conditions at that time and any pro-rating of
awards in accordance with the rules of the
Company share plans and the terms of awards.
Remuneration policy for the wider
workforce
The principles and key terms of the Policy are
broadly applied throughout the Group on a
consistent basis to support recruitment,
motivation and retention, as well as to reward
highperformance whilst observing high
standardsof risk management and operating
within risk appetite.
The structure of total remuneration packages
forthe Executive Directors and for the broader
employee population is similar, comprised of
salary, pension and benefits and eligibility for a
discretionary STI award based on a combination
of Company and personal performance in the
financial year. The level of STI opportunity is
determined by role and responsibility.
All employees are subject to the Company’s
deferral policy, which applies above a certain
threshold of annual incentive award or such other
amount as may be required in accordance with
regulatory requirements. Deferred bonuses are
granted in the form of a conditional award of
shares under the Quilter plc Share Reward Plan,
or, for certain Investment Managers, in their own
funds or managed solutions, and vest no faster
than annually over three years in equal parts.
Executive Directors and other selected senior
executives participate in the LTI plan to aid
retention and motivate the delivery of long-term
growth in shareholder value and to reinforce the
alignment of management and shareholder
interests. As a result of this more limited
participation, a greater proportion of the
Executive Director’s potential pay is subject to
performance and therefore “at risk” than
compared to the broader employee population.
Annual base pay increases for the Executive
Directors are normally limited to the average base
pay increase for the wider employee population
unless there are exceptional circumstances such
as a change in role or salary progression for a
newly appointed Director.
The provision of pension contributions for the
Executive Directors is consistent with the wider
workforce.
How the views of employees are
taken into account
Pay and employment conditions generally in the
Group will be considered when setting Executive
Directors’ remuneration. Though currently the
Company does not consult with employees
specifically in determining Executive Director
remuneration, the Board has appointed Chris Hill
(a member of the Committee) as the designated
Non-executive Director responsible for ensuring
the “employee voice” is heard at Board level on
matters including executive remuneration and
alignment to the wider workforce. This role
extends to a range of issues that matter to
employees and includes inputs from annual
employee engagement and culture surveys,
meetings with employee forums/representatives
and a report to the Board.
The Committee receives regular updates on
overall pay and conditions in the Group, including
(but not limited to) changes in base pay and the
incentive schemes in operation, as well as pay
ratio data. The Committee also has oversight
ofthe all employee share plans which Executive
Directors and all other Group employees can
participate in on the same terms and conditions.
Statement of consideration of
shareholder views
The Committee recognises that Director
remuneration is an area of particular interest to
our shareholders and in setting and considering
changes to remuneration, it is critical that we
listen to, and take into account, their views.
The Committee considers shareholder feedback
received in relation to the AGM each year at its
first meeting following the AGM. This feedback,
aswell as any additional feedback received during
any other meetings with shareholders, is then
considered as part of the Group’s annual review
ofthe implementation of the Remuneration Policy.
We also regularly engage with our largest
shareholders to ensure we understand the range
of views which exist on remuneration issues.
The Committee engaged with key shareholders
inthe development of this Policy during 2024.
Thiswas a broad consultation exercise and
shareholders who collectively held around 75%
ofthe Company’s shares were approached for
feedback on the Policy proposals. These
discussions were productive and the feedback
was taken into account in the finalisation of the
Policy. The Committee was pleased that many
shareholders were supportive of the approach the
Committee has taken in maintaining consistency
with, and making only minimal changes to, the pay
approach in the existing policy. In developing the
new Policy, the Committee has also considered
the guidelines from the main shareholder bodies
and regulatory requirements, as well as prevailing
market practice.
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Non-executive Directors
The following table sets out the key elements of the Policy for Non-executive Directors:
Fee approach
and link to
strategy
Fees for the Chair and Non-executive Directors are set at an appropriate level to attract individuals of the highest calibre with relevant commercial and other experience to develop,
monitor and oversee the Group’s strategy. Fee levels take into account:
the time commitment required to fulfil the role;
the duties and responsibilities associated with the role; and
external fee reference points and typical practice from relevant FTSE and other comparable competitor organisations.
Fee operation
The Chair receives an all-inclusive annual fee which is reviewed periodically by the Committee.
All other Non-executive Directors receive a basic annual fee. Additional fees are also payable to reflect the extra responsibilities and additional time commitment required from
Non-executive Directors for chairmanship or membership of Board Committees and subsidiary boards and committees. Such additional fees may be payable to:
the Senior Independent Director;
the Chairs of the Board Audit, Risk, Remuneration and Corporate Governance and Nominations Committees
1
; and
other members of the Board Audit, Risk, Remuneration
2
and Corporate Governance and Nominations Committees.
If there is a temporary yet material increase in the time commitments for Non-executive Directors, the Board may pay extra fees on a pro rata basis to recognise the additional
workload.
Fee levels for the Non-executive Directors are reviewed periodically by the Chair and Executive Directors. No individual may participate in the approval of his or her own fees.
Neither the Chair nor the other Non-executive Directors are eligible for any performance-related remuneration or a pension contribution. They do not receive any benefits but they
may be reimbursed for the cost, or such costs paid directly by the Company, of any reasonable and properly documented business expenses incurred in carrying out their duties.
TheCompany will also meet the cost of any tax liabilities incurred on such expenses on the Non-executive Director’s behalf, on a grossed-up basis.
Details of current fees are set out in the Report.
Appointment
term
All Non-executive Directors have a letter of appointment with the Company for an initial period of three years. Non-executive Directors are typically expected to serve two three-year
terms but may be invited by the Board to serve for an additional period. All Non-executive Directors are subject to annual re-election at the Companys AGM.
Appointments may be terminated with three months’ notice. Non-executive Directors are not entitled to any compensation on termination, other than accrued fees and expenses.
The letters of appointment are available for inspection at the Company’s registered office.
1
The Board Corporate Governance and Nominations Committee is chaired by the Chair, who receives an all-inclusive annual fee.
2
The Chair is a member of the Remuneration Committee, who receives an all-inclusive annual fee.
Strategic Report
Other information
91
Quilter plc Annual Report 2024
Financial statements
Governance Report
The Report sets out how the Policy of the Company was applied in respect of 2024 in accordance with
the Policy principles of alignment to culture, clarity, simplicity, risk, predictability and proportionality as
detailed on page 73 of the 2023 Annual Report and Accounts, and how the Committee intends to apply
the Policy going forward. An advisory shareholder resolution to approve this Report will be proposed
atthe 2025 AGM.
The table below sets out the single figure of remuneration for the full financial year 2024 together with
2023 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
2024
Steven Levin 590.0 9.2 59.0 658.2 911.0 298.0 1,209.0 1,867.2
Mark Satchel 472.5 7.8 47.3 527.6 701.0 670.5 1,371.5 1,899.1
2023
Steven Levin 575.0 8.6 57.5 641.1 745.0 187.8 7.5 940.3 1,581.4
Mark Satchel 466.9 7.2 46.7 520.8 595.0 422.6 7.5 1,025.1 1,545.9
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 2022 LTI award, the
performance period for which ended on 31 December 2024 (see page 97 for further details). The value of the 2022 LTI is calculated
using the average share price over the final three-month period of the year ending 31 December 2024, which was £1.4587. The
actual vesting date is 27 March 2025 and the actual value will be reflected in next year’s Report. This figure includes share dividend
equivalents of £39k for Steven Levin and £89k for Mark Satchel as at 31 December 2024. The amount of this figure attributable to
share price appreciation is valued at £24k for Steven Levin and £54k for Mark Satchel as at 31 December 2024. The vested value of
the 2021 LTI, shown in the 2023 outcomes, has been updated to reflect the share price on the actual vesting date, 27 March 2024,
which was £1.046.
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 2025
Content within a shaded box reflects the
implementation approach for 2025.
Components of the single figure
The Committee agreed for Steven Levin to receive a 3.5% base salary increase at the 1 April 2024 review
date, which was slightly below the average increase for the wider workforce, with no adjustment to
MarkSatchel’s base salary at that time.
From 1 April 2025, Steven Levin’s base salary will be increased by 5% and Mark Satchel’s base salary will
be increased by 3%. Steven Levin’s increase is marginally higher than the average increase of 3% for the
wider workforce to recognise that his salary was conservatively positioned at the time of appointment
and remains at the low end of comparable UK listed wealth and asset management companies.
Audited
Annual base salary
as at 1 April 2024
£’000
Total base salary
paid in 2024
£’000
Total base salary
effective 1 April 2025
£’000Executive Director
Steven Levin 595.0 590.0 625.0
Mark Satchel 472.5 472.5 486.5
Benefits
Benefits include life assurance, private medical cover and income protection.
Audited
Life assurance
£’000
Medical
£’000
Income protection
£’000Name
2024
Steven Levin 3.4 2.1 3.7
Mark Satchel 2.7 2.1 3.0
2023
Steven Levin 2.8 1.3 4.5
Mark Satchel 2.3 1.3 3.6
Benefits for 2025
No changes to the approach.
92
Quilter plc Annual Report 2024
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. 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
2024
Steven Levin 49.0 10.0 59.0
Mark Satchel 37.3 10.0 47.3
2023
Steven Levin 49.0 8.5 57.5
Mark Satchel 38.2 8.5 46.7
Pension for 2025
No changes to the approach.
2024 STI awards
For the purpose of determining the 2024 STI outcome, the Committee assessed the performance of
thebusiness and the individuals by reference to a balanced scorecard of Adjusted Profit (35%), net
inflows 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
2024 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 2024.
Financial performance
The basis of the profit measure for 2024 was Adjusted Profit, which was in line with the approach used
inprior years. TheCommittee retained discretion to override the Adjusted Profit outcome if any costs
recognised outside of Adjusted Profit exceeded Board approved budgets. The net inflow measure
reflects the year’s core business gross inflows less gross outflows, divided by the opening AuMA as at
1January 2024.
The financial targets and outcomes for 2024 are set out adjacent:
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
pre-STI adjustment 35% £138m £173m £208m £196m 83%
1
Adjusted Profit before tax
post-STI adjustment 50%
Net inflows as a percentage of
openingAuMA
2
25% 1% 3% 5% 5% 100%
1 
Before risk adjustment in consideration of the impact of the OAE review, as outlined below.
2 
Reflects the core business only, excluding non-core assets in run-off related to legacy business disposals.
The business delivered strong financial performance in 2024, with reported Adjusted Profit 17% higher
than the prior year driven by a combination of revenue growth and expense discipline. However, the
Committee decided to exercise downward discretion to reduce the outcome of the profit metric in
consideration of the material 2024 below-the-line provision in respect of the OAR. The Committee
considered carefully all aspects of the OAR and the impact of the 2024 provision on all stakeholders and
concluded that it would not be appropriate for the profit element of the scorecard to payout above
target. Adjusting down the Adjusted Profit result to target for STI purposes reduced the outcome of this
metric by 40%, which had the effect of reducing Steven Levin’s STI outcome by £136k and Mark Satchel’s
by £109k. The Committee’s judgement was that this exercise of downward discretion was reasonable,
fair and proportionate in the circumstances, whilst noting that it may consider further downward
adjustments in the future in respect of OAR if, and to the extent, necessary.
Aside from the exceptional provision for the OAR, the Committee reviewed other below-the-line costs
and noted that business transformation costs were below Board-approved budgets and decided that
nofurther override to the Adjusted Profit outcome was required.
Net inflows in the core business of £5.2 billion, equal to 5% of opening assets, represented more than
afive-fold increase on the prior year and achieved the maximum target. Inflows in the IFA channel were
especially strong, with Quilter leading the industry in gross and net advised platform flows for the year.
The Committee was satisfied that a maximum outcome for the net inflows metric was justified.
Risk Management
Risk Management performance represented a maximum of 10% of the total STI opportunity. The risk
measure assessed the effectiveness of risk management in the year at an overall corporate level for
each of the Executive Directors by considering quantitative and qualitative indicators of: tone from
thetop to drive apositive risk and customer outcome focused culture; the day-to-day governance and
oversight of riskand use of risk tools to drive improvement; the management of key risks against risk
appetite; the understanding of risk in strategic and tactical decision making; and maintaining open and
effective regulatory relationships. In addition to the risk management metric, the Committee retains
discretion to adjust the whole of the STI for ex-ante and ex-post risk events; see above for the
application of that discretion in 2024.
Strategic Report
Other information
93
Quilter plc Annual Report 2024
Financial statements
Governance Report
Annual Report on Remuneration continued
Audited
Executive Director
Weighting as
% of total STI
opportunity Key achievements in the year
Outcome as
% of max
Risk Management
Measures
Risk Management
Effectiveness
Steven Levin 10% Strong risk leadership behaviours and tone from
the top, with evidence of risk embedded in
decision making and robust challenge on risk
profile via governance fora, supporting a positive
risk culture.
Good progress on risk mitigation in key
transformation programmes where there has
been elevated risk historically.
Positive engagement with second and third lines,
including careful consideration of root-cause
analyses and pro-active action where areas of
concern identified.
Demonstrated strong focus on regulatory
relationships and obligations, with all regulatory
actions prioritised and completed on time.
75%
Risk Management
Effectiveness
Mark Satchel 10% Strong management of the Group’s financial
position, with capital and liquidity well controlled
and all entity-level indicators within appetite.
Clear financial reporting and market
communication, demonstrating strong discipline
around mitigation of market abuse risks.
Positive and open approach to regulatory
engagement, ensuring appropriate focus and
completion of all regulatory actions, including
addressing feedback from the FCA SREP within
agreed timescales.
Strong overall assurance position, with positive
work noted by internal and external auditors,
including key enhancements to the control
environment.
75%
Customer performance
Customer performance represented a maximum of 10% of the total STI opportunity and is assessed
against a scorecard comprised of a balance of quantitative and qualitative measures.
50% of the scorecard is based on the Group’s average performance against a comprehensive suite
ofprimary customer KPIs. In total, there were 165 customer KPIs assessed across the business, with
each KPI generating a red, amber or green rating. Each individual KPI is then categorised into an
overarching customer theme, which align to the Principles of the Consumer Duty. The themes were
Product Governance; Price and Value; Customer Advice; Customer Understanding; Customer Support
– non-advised; Customer Support – contact; Customer support – service-level attainment; Customer
support – vulnerable customers; Engagement and Satisfaction; Complaints and Root Cause;
Foreseeable Harms, Customer Outcome Testing; Customer Culture; and Governance. These theme
categories were assessed separately for the Group’s two business segments. Target ranges are set for
each theme based on the number of colour ratings required to generate different payout levels.
In total 23 theme categories were assessed across the business. As set out below, the majority of theme
categories were rated “all green” based on strong performance against their constituent KPIs and so
corresponded with full payout. No theme categories received enough red-ratings to correspond with
below threshold vesting.
Threshold
(25% of max)
Target
(50% of max)
Exceeding
(75% of max)
Maximum
(100%)
<Threshold
(0% of max)
0%
(0 categories)
17%
(4 categories)
4%
(1 category)
22%
(5 categories)
57%
(13 categories)
Based on the application of the framework, the overall outcome under the customer KPI score was 80%.
The remaining 50% of the customer scorecard is split between quantitative customer satisfaction
measures, which account for 30%, and a qualitative assessment of strategic progress, customer
innovation and delivery of tangible customer benefits, which account for 20%. A summary of the
performance achieved in 2024 is set out in the table below:
Audited
Weighting
as % of
Customer
Metric
Threshold
(25% of
max)
Target (50%
of max)
Maximum
(100%) Outcome
Outcome as
% of max
Customer Performance
Measures
Average Customer KPIs Score 50% See table above 80%
Customer Satisfaction 30% 100%
 Trustpilot score 15% 3.5 4.0 4.5 4.5 100%
 Trustpilot share of positive reviews 5% 60% 70% 80% 83% 100%
 NPS score 10% +20 +35 +50 +56 100%
Delighting the Customer 20%
Discretionary
assessment 60%
 Key achievements in the year Rolled out a new Big 4 financial planning and investment
management proposition in the High Net Worth business,
working more closely with solicitors and accountants to
achieve better client outcomes.
Completed significant development phase and successful pilot
of new Quilter Cheviot client portal and app.
In Affluent, the At Retirement policy and proposition was
enhanced to support better customer outcomes at retirement.
Suite of enhancements delivered to the online customer
journey also in Affluent, including to the valuation and
performance data features, as well as further improvements to
the app to support vulnerable customers.
At a Group level, tell us once” methodology effectively
embedded to ensure that all parts of the business understand
and respond to each customer’s specific needs and avoid
duplication of customer requests.
Overall outcome 82%
94
Quilter plc Annual Report 2024
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% Improve business
performance by setting the
conditions for growth and
delivery of efficiency targets.
Lead evolution of Quilter’s
strategy, ensuring clear
definition of long-term vision
and strategic challenges and
opportunities.
Progress key transformation
programmes safely and at
pace.
Lead culture transformation
and broader people initiatives,
including delivery of the
Inclusion and Diversity Action
Plan.
Investor relations, working
with the CFO to achieve
positive shareholder
sentiment and support.
Delivered very strong set of results, with
exceptional inflows, continued expense
discipline and good progress on
Simplification savings all leading to
increased confidence in Quilter and share
price growth of 50% over the year.
Firmly established as a strong leader
within Quilter and the investor base,
becoming a thought leader on key
industry developments.
Led strategy development work
effectively with the Board, with the
acquisition of NuWealth an example of
how we can continue to develop the
integrated model.
Progress across the Advice and Wealth
Management transformation
programmes has been good, with further
opportunities to accelerate pace of
execution in 2025.
Significant progress on culture change,
with refreshed purpose, values and
high-performance framework all
delivered in 2024, and colleague
engagement at an all-time high of 8.0
against a target of 7.6.
As at 31 December 2024, the proportion
of females in senior leadership roles was
41%, which exceeds the Companys 2025
ambition but was two points lower than
the 2024 stretch target and prior year.
Similarly, ethnically diverse
representation was 6% compared to a
2024 target and prior year position of 9%.
Demonstrated strong leadership on the
OAR, ensuring that the focus remained on
customers and doing the right thing.
95%
Audited
Weighting as
% of total STI
opportunity Key areas of focus Achievements in the year
Outcome as
% of max
Executive
Director
Mark Satchel 20% Maintain focus on cost
discipline and delivery of
Simplification targets.
Oversee delivery of M&A
strategy and integration
framework.
Focus on strategy execution,
working with Exco colleagues
to improve business
performance.
Lead a full investor
engagement programme,
including delivery and
communication of a strong set
of annual and interim results.
Lead culture change in Finance
and beyond, and support
delivery of broader people
initiatives, including the
Inclusion and Diversity Action
Plan.
Strong management of the cost base,
with 2024 expenses below market
consensus, complementing top line
growth to drive excellent profit and
operating margin outcomes.
Strong progress on Simplification, with
run rate benefits of £35 million achieved
by the end of 2024, ahead of plan targets.
M&A activity progressing well, with
several strategic acquisitions completed
during the year, including NuWealth, and
a strong pipeline going forward.
Delivered significant enhancements to
the commercial management of QFP to
support adviser attraction and retention,
with standardised adviser loan
parameters to support QFP’s strategy
and increased loan activity compared to
prior years.
Led an active and comprehensive
calendar of investor engagement
activities, recognised externally by the
investor relations industry, with
underlying confidence in Quilter’s
investment case reflected in substantial
share price growth over the year.
Active leadership of culture change
across the Company, with colleague
engagement in the Finance function at
8.1, an historical high and well ahead of
the 2024 target and industry benchmark.
As noted earlier and in the Committee
Chair’s statement, the Company did not
meet its 2024 diverse representation
targets for senior roles due to small
changes in the population. Focus in this
area will continue in order to deliver the
longer term Inclusion and Diversity Action
Plan.
80%
Strategic Report
Other information
95
Quilter plc Annual Report 2024
Financial statements
Governance Report
Annual Report on Remuneration continued
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, individual strategic/personal objectives, and
any material ex-post and/or ex-ante risks in the STI outcomes. The Committee, jointly with the Board
Risk Committee, 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.
As detailed earlier, the Committee decided to apply a proportionate ex-post risk adjustment in
consideration of the impact of the OAR and the material provision taken in respect of the matter.
Thedownward adjustment resulted in a 40% reduction to the profit component of the STI scorecard
forboth Executive Directors.
As the Skilled Person Review was ongoing at the time the Committee made these decisions, the matter
will remain under review and, taking into account the findings of the Skilled Person Review and any
othernew information that becomes available in due course, the Committee may consider further
adjustments to remuneration outcomes in future if, and to the extent, it considers necessary.
Audited
Deferral policy
In line with our Policy, 50% of the Executive Directors’ 2024 STI awards will be deferred into a
conditional award of Ordinary Shares under the Companys 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 911.0 154% 455.5 77% 455.5 77%
Mark Satchel 701.0 148% 350.5 74% 350.5 74%
Each Executive Director held the following deferred STI awards under the Share Reward Plan during
2024:
Outstanding
shares at
1 January
2024
Shares
vested
during the
year
Shares
granted
during
the year
1
Dividend
equivalents
accrued
during
the year
2
Outstanding
shares at
31December
2024Executive Director
Steven Levin 346,339 133,907 354,424 26,010 592,866
Mark Satchel 426,589 169,677 283,064 24,777 564,753
1 
Shares granted in 2024 were the deferred portion of 2023 STI, granted on 27 March 2024 at an award price of £1.051 and face value
of £372.5k for Steven Levin and £297.5k for Mark Satchel. The grant price was the closing share price on the day preceding grant. The
2023 STI was assessed on the 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%).
2
Share-settled dividend equivalents accrue on awards during the vesting period on an assumed reinvestment basis.
STI for 2025
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.
For 2025, the Committee decided to remove the risk metric and upweight the customer performance
metric to reinforce the customer-centric nature of the business, whilst also aligning with the
regulator’s focus on firms acting to deliver good customer outcomes as part of the Consumer Duty.
The Company continues to evolve its customer performance indicators following the implementation
of the Duty to provide a more quantitative, data-driven approach to assessing customer experience
and outcomes to strengthen the link between performance and reward in this area. The Committee
considered this strategic change carefully as part of its review of the Policy and was clear that
removing the risk metric would not mean any softening of the Company’s risk appetite or the way it
manages risk, or its expectations of executives and the link between risk management and reward
outcomes. All incentive outcomes remain subject to meeting minimum risk standards, such as the
effective management of capital and liquidity risks and maintaining the Company’s overall risk profile
within appetite, whilst risk management behaviours, tone from the top and management of the
Companys top risks will be considered and reflected within the personal element of the STI
scorecard. Finally, all incentive outcomes are also subject to uncapped downward risk adjustment
forany material ex-ante and/or ex-post risk issues or events.
The targets will be disclosed retrospectively in next year’s Report due to commercial sensitivity,
inline with normal practice.
Weighting2025 STIP Performance Metrics
Adjusted Profit 35%
Net inflows as a percentage of opening AuMA 25%
Customer Performance 20%
Strategic and Personal Performance 20%
96
Quilter plc Annual Report 2024
Vesting of 2022 LTI awards
On 31 December 2024, the 2022 LTI awards granted under the PSP reached the end of their
performance period. These awards will vest on 27 March 2025, with the vested shares subject to a
further two-year post-vesting holding period. The performance conditions which applied to the 2022
LTIaward and the performance achieved are set out below. The impact of the B Share Scheme and
Share Consolidation that completed in 2022 was factored into the targets when the award was granted.
Audited
Weighting
Threshold
1
(25% vesting)
Maximum
1
(100%
vesting)
Performance
Achieved
Weighted
Percentage
of Award
VestingPerformance condition
Cumulative Adjusted EPS 2022-24
(Pre-dividend exc. amortisation and
goodwill) 40% 24.6p 37.0p 27.9p 18.0%
Relative TSR
2
(Ranking against FTSE
250 exc. investment trusts) 25% Median Upper quartile 73rd percentile 23.3%
Operating Margin 2024 (Pre-tax
Adjusted Profit divided by total net
fee revenue) 25% 27.5% 32.5% 29.3% 13.1%
Responsible Investing
(Principles for Responsible
Investment 2024 Aggregate Score)
3
7.5% 12 Stars 20 Stars 15.2 Stars 4.1%
Scope 1 and 2 Emissions
(Tonnes of carbon dioxide equivalent
(tCO
2
e)) 2.5% 2,050 1,650 1,062 2.5%
Award Outcome 61.0%
1 
Straight-line interpolation between points.
2
Quilter achieved TSR of 24% over the performance period compared to median TSR for the comparator group of -10% and upper
quartile of 28%, and was ranked 40th out of 147 companies.
3
Quilter’s score reflects its aggregate rating across four primary modules covering Policy, Governance and Strategy, Confidence
Building Measures, Direct Holdings and Indirect Holdings. Its scores for Direct and Indirect Holdings were calculated as the
weighted average by AUM of its underlying scores against each asset class within each module.
Consideration of risk
The Committee considered whether performance had been achieved within the Companys agreed
riskappetite and the impact of any risk events during the performance period and concluded that no
adjustment to the LTI outcome was required. It considered carefully the impact of the OAR and decided
not to adjust the LTI outcome on the basis that the downward adjustment to the STI outcome outlined
earlier in the Report is considered proportionate and sufficient at this time. The Committee retains the
ability to make further adjustments to remuneration outcomes in future if and to the extent it deems
necessary.
As a result of the 2022 LTI awards vesting at 61%, the Executive Director outcomes are set out in
thetable below. Steven Levin’s award was granted during his prior role within the Group, before his
appointment as the Chief Executive Officer, at a lower level than applicable for Executive Directors
atthetime and is therefore over a smaller number of shares than Mark Satchel’s award.
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 290,592 44,295 61.0% 204,281 298.0
Mark Satchel 653,832 99,667 61.0% 459,634 670.5
1
Deemed value based on the average share price of the final three-month period ended 31 December 2024 of £1.4587. The actual
value will be based on the share price when the awards vest on 27 March 2025. The amount of this figure, which includes share
dividend equivalents, attributable to share price appreciation is valued at £24k for Steven Levin and £54k for Mark Satchel as at
31December 2023.
LTI awards granted in 2024
Executive Directors received the following LTI awards in 2024, granted under the PSP and subject to the
following performance conditions:
Audited
Weighting
Threshold
1
(25% vesting)
Maximum
1
(100% vesting)
2024 LTIP Performance
Metrics
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 Responsible investing (Principles for
Responsible Investment (“PRI) aggregate
modules rating)
2
7.5% 12 stars 20 stars
Total Scope 1 and Scope 2 carbon
emissions (Tonnes of carbon dioxide
equivalent (tCO
2
e))
2.5% 1,250 900
1 
Straight-line interpolation between threshold and maximum.
2
If the score for any module is less than three stars, it will not count towards the total.
Strategic Report
Other information
97
Quilter plc Annual Report 2024
Financial statements
Governance Report
Annual Report on Remuneration continued
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 2024 performance year:
Audited
Form of
award
Date of
award
Basis of
award (% of
salary)
Share price
at the date
of grant
1
Nil cost
options
awarded
Face value of
award
% vesting at
threshold
Performance
period
Executive
Director
Steven Levin Nil cost
options
2 April 2024 200% £1.0710 1,111,111 £1,190,000 25% 2024–2026
Mark Satchel Nil cost
options
2 April 2024 200% £1.0710 882,353 £945,000 25% 2024–2026
1 
The grant price was the closing share price on the day preceding grant.
At the time the LTI awards were granted, the Committee considered carefully the prevailing share price
and the potential for windfall gains. It noted that the grant price was 27% higher than the prior year’s grant
price and 20% higher than the preceding 12-month average share price. Accordingly, it decided not to
scale back the awards at grant but retains discretion to reduce the awards at vesting if, and to the extent
itdeems necessary, the outcome is considered to incorporate a windfall gain.
LTI awards to be granted in 2025
As part of the Policy review, the Committee considered whether the LTI metrics remained
appropriately aligned to the Company’s strategic priorities and creation of long-term shareholder
value, and decided to make two amendments to the LTI scorecard for 2025:
Firstly, the Committee had added operating margin to the LTIP at the start of the previous Policy
cycle given the strategic priority at the time to improve the Company’s operating margin relative
toits peers, whilst recognising that its inclusion would make Quilter an outlier in terms of market
practice. The in-flight LTI awards will measure operating margin out to 2026 and the Committee
concluded that the Quilter-specific circumstances that justified its inclusion will come to an end
atthat point and it is therefore appropriate to realign with market practice for the next Policy cycle.
The Committee decided to redistribute the 25% weighting from operating margin to the EPS and
TSR measures, which are key drivers of shareholder value, with the EPS weighting increased from
40% to 60% and TSR from 25% to 30% respectively.
Secondly, having considered feedback from some shareholders on the broad nature of the current
TSR comparator group, the Committee decided to exclude companies from the basic resources
(mining), oil and gas sectors, which are subject to different market dynamics and cycles than Quilter.
Going forward, the Companys TSR will be ranked against the FTSE 250 excluding investment trusts
and excluding companies from the basic resources, oil and gas sectors. The Committee concluded
that this approach will provide a better correlation between Quilter’s TSR and the comparator
group in determining relative performance.
The Committee decided to retain the existing ESG measures, which cover responsible investing
andreducing the Company’s own carbon footprint. It will continue to monitor market practice
developments in this area alongside the Companys own corporate sustainability and responsible
investment strategies and may amend the metrics and/or weightings for future awards.
The Committee intends to grant awards to the Executive Directors in April 2025 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. The metrics, weightings and targets are set out below:
2025 LTIP
Performance Metrics Weighting
Threshold
1
(25% vesting)
Maximum
1
(100%
vesting)
Earnings per share Cumulative Adjusted EPS 2025–27
(Pre-dividend excluding amortisation and
goodwill)
60% 28.5p 42.5p
Total shareholder
return
Ranking relative to the constituents of the
FTSE 250 excluding investment trusts and
companies in the basic resources, oil and gas
sectors
30% Median of
index
Upper quartile
of index
ESG
2
Responsible investing
(Principles for Responsible Investment (“PRI”)
aggregate modules rating)
2
7.5% 12 stars 20 stars
Total Scope 1 and Scope 2 carbon emissions
(Tonnes of carbon dioxide equivalent (tCO
2
e))
2.5% 1,000 700
1 
Straight-line interpolation between threshold and maximum.
2
If the score for any module is less than three 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.
98
Quilter plc Annual Report 2024
Save As You Earn scheme
In 2024, 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. The 2024 scheme commenced on
1 July 2024, with an option price of 83 pence.
Neither Steven Levin or Mark Satchel entered into the 2024 SAYE scheme as they had already reached
their maximum monthly savings limit by entering the 2023 SAYE scheme at a monthly savings amount
of£500. There was no change in SAYE participation during 2024 and both Executive Directors continue
to make monthly contributions to the 2023 scheme in accordance with their savings contracts.
Audited
Options
held at
1 January
2024
Lapsed in
the year
Granted
in the year
Exercised
in the year
Options
held at
31December
2024
Option
price
Maturity
DateExecutive Director
Steven Levin 43,478 43,478 £0.6900 1 July 2028
Mark Satchel 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 following table.
Details of the Chair’s and Non-executive Directors’ dates of appointment are set out in their biographies
on pages 46 to 48.
During 2024, the Board Chair and Executive Directors, supported by independent expert advice and
market benchmarking, undertook an annual review of fees for Non-executive Directors (excluding the
Board Chair fee). The review took into account changes to the Group governance structure implemented
in 2023 that resulted in the Quilter plc Directors also sitting on the Boards and certain Committees of
the Affluent entities, as well as an additional change in January 2025 that saw Quilter Investors Limited
delegate portfolio management to one of the Affluent entities, Quilter Investment Platform Limited,
therefore further broadening the oversight scope of that Board. Fulfilling these parallel Board roles
creates additional complexity, regulatory responsibility and time commitment for the Non-executive
Directors.
Following the review, there is no change to the current fees for the Senior Independent Director, chairing
or membership of a Board Committee, or chairing or membership of a subsidiary board or subsidiary
board committee. However, noting that the base fees for the Quilter plc Board and Affluent Boards were
at the low end of market when compared to peer companies, the Board Chair and Executive Directors
decided to increase the Quilter plc Board base fee from £52,500 to £60,000 and the Affluent Boards
base fee from £17,500 to £20,000 with effect from 1 January 2025.
As at 31 December 2024, the Quilter plc Non-executive Director fees were paid as follows:
Quilter plc Annual Board fees
Fees as at
31December
2024
Fees from
1January
2025
Chair £350,000 £350,000
Annual fee £52,500 £60,000
Additional fees:
Senior Independent Director £20,000 £20,000
Chairs of Board Audit, Board Risk and Board Remuneration Committees £30,000 £30,000
Members of the above Board Committees £15,000 £15,000
Members of the Board Corporate Governance and Nominations Committee
1
£5,500 £5,500
1
The Chair of the Board currently chairs the Board Corporate Governance and Nominations Committee and does not receive a fee for
this as the Chair of the Board receives a single, all-inclusive fee.
Where applicable, additional fees are paid to 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). 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
2024
Fees from
1January
2025
Member of Affluent Boards £17,500 £20,000
Member of the Quilter Financial Planning Limited, Quilter Investment Platform
Limited and Quilter Life & Pensions Limited (Affluent Boards) and Quilter Investors
Limited Investment Oversight Committees
1
£15,000 N/A
Chair of Quilter Investors Limited
2
£70,000 N/A
Member of Quilter Cheviot Limited Board £45,000 £45,000
Member of Quilter Cheviot Limited Board Committee £5,000 £5,000
1
The Investment Oversight Committees were closed with effect from 31 December 2024.
2
Following Tim Breedon stepping down as Chair of Quilter Investors Limited on 31 December 2024, this position is no longer fulfilled
by a Quilter plc Non-executive Director.
Strategic Report
Other information
99
Quilter plc Annual Report 2024
Financial statements
Governance Report
Annual Report on Remuneration continued
Fees for both Quilter plc and, where relevant, subsidiary Board appointments and taxable benefits
received in 2024 are set out in the single figure table below, together with a comparison to 2023:
Audited
Quilter plc
fees for
2024
£’000
Subsidiary
fees for
2024
£’000
Taxable
benefits
1
2024
£’000
Total for
2024
£’000
Quilter plc
fees for
2023
£’000
Subsidiary
fees for
2023
£’000
Taxable
benefits
1
2023
£’000
Total for
2023
£’000
Non-executive
Director
Ruth Markland 350.0 0.5 350.5 350.0 1.2 351.2
Neeta Atkar
2
118.1 17.5 3.0 138.6 102.3 5.8 0.9 109.0
Alison Morris
3
30.2 5.4 35.7
Chris Hill
4
67.4 14.3 1.9 83.6
Chris Samuel
7
67.5 32.5 1.2 101.2 72.8 80.8 2.0 155.6
George Reid 103.0 17.5 21.1 141.6 105.0 59.2 29.3 193.5
Moira Kilcoyne
8
67.5 67.5 17.9 152.9 72.8 51.7 28.6 153.1
Paul Matthews
5
32.6 6.9 1.4 40.9 84.8 42.5 4.7 132.0
Tazim Essani
4
32.6 6.9 39.5 84.8 5.8 0.3 90.9
Tim Breedon
6,9
75.3 97.2 172.5 113.0 87.5 200.5
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.
2
Neeta Atkar became Senior Independent Director and Chair of the Board Remuneration Committee on 12 September 2024,
whilstcontinuing to serve as Chair of the Board Risk Committee.
3
Alison Morris was appointed to the Quilter plc and Affluent boards on 9 September 2024.
4
Chris Hill was appointed to the Quilter plc and Affluent boards on 7 March 2024.
5
Paul Matthews and Tazim Essani stepped down from the Quilter plc and Affluent boards at the conclusion of the AGM on 23 May
2024.
6
Tim Breedon stepped down from the Quilter plc and Affluent boards on 11 September 2024.
The following Non-executive Directors received additional fees for subsidiary appointments during 2024:
7
Chris Samuel was a member of the Affluent boards and Quilter Investors Limited Investment Oversight Committees, until they
were closed on 31 December 2024.
8
Moira Kilcoyne is a Non-executive Director of Quilter Cheviot Limited and a member of its Governance, Audit and Risk Committee.
9
Tim Breedon was the Chair of Quilter Investors Limited and a member of the Affluent boards and Quilter Investors Limited
Investment Oversight Committees. Tim Breedon stepped down from the Affluent boards on 11 September 2024, and from the
Quilter Investors Limited board and Quilter Investors Limited Investment Oversight Committee on 31 December 2024.
Further details on the Quilter plc Non-executive Directors’ Board and Committee responsibilities and
dates of appointment can be found on pages 46 to 48 of the Governance Report.
Remuneration in context
The chart below shows the Companys 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 2024. 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 in the LTIP for Executive Directors.
TSR performance over the period since Admission
50
100
150
200
June 19
Jan 20
Aug 20
April 21
Nov 21
July 22
Feb 23
Oct 23
May 24
Dec 24
FTSE250 excluding Investment Trusts
Quilter
100
Quilter plc Annual Report 2024
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
2024 Steven Levin 1,867 77% 61%
2023 Steven Levin 1,581 65% 66%
2022 Steven Levin (appointed 1 November 2022) 201 46% 32%
2022 Paul Feeney (stood down 31 October 2022) 1,475 41% 32%
2021 Paul Feeney 2,393 66% 57%
2020 Paul Feeney 1,487 0% 49%
2019 Paul Feeney 1,896 79% n/a
2018 Paul Feeney 2,779 93% n/a
Percentage change in Directors’ remuneration compared to the average
employee
The following table sets out the annual percentage change in salary or fee and STI between the Directors
and the average of all employees from 2019 to 2024. As Quilter plc, the listed Company, is not an
employing entity, we have calculated the average percentage change for employees against employees
ofthe Companys 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 meaningful and therefore not included in the
comparison. Further detail of Executive Directors’ benefits can be found on page 92 of this Report.
The percentage change in remuneration is most directly comparable between the Executive Directors
andthe employee average. The salary increase of 3% awarded to Steven Levin in 2024 was in line with the
increase for the average employee, with no increase awarded to Mark Satchel in 2024. The increase in STI
in 2024 was higher for both Executive Directors than the average employee, reflecting that the variability
of remuneration outcomes in line with business performance is greater for the Executive Directors than
the wider workforce, both in terms of upside and downside. After careful consideration, the Committee
was satisfied thatthe relativity of STI outcomes between Executive Directors and other employees was
appropriate.
Remuneration
outcome
2
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
Chris
Hill
Alison
Morris
2023–2024
Salary/fees 3% 3% 0% 0% 5% (27)% 8% (21)% 10% (35)% 25% n/a n/a
STI 11% 22% 18% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
20222023
Salary/fees 6% 0% 5% 92% 14% (18%) 24% (16%) 5% (26%) 3% n/a n/a
STI 12% 40% 43% n/a n/a 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 n/a n/a
STI (12%) n/a (32%) n/a n/a 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 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 n/a n/a
2019–2020
Salary/fees 5% n/a 0% 6% n/a (2%) 0% 10% n/a n/a 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 n/a n/a
1 
The Non-executive Directors’ annual fee percentage changes reflect the total actual fees received during the year for all Quilter plc
and subsidiary company appointments. The percentage changes from 2023 to 2024 are due to changes made to the fees for the
Non-executive Directors (excluding the Board Chair) during 2023 following a fee review in light of changes to the Board corporate
governance structure. The percentage changes for certain Non-executive Directors are also due to changes in their appointments
during the year or the previous year. Details of these changes for 2024 can be found on page 105 of this Report.
2 
In years where Executive and Non-executive Directors joined or stepped down from the Board partway through the year, their
remuneration has been annualised for comparison purposes.
3
In respect of 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.
Strategic Report
Other information
101
Quilter plc Annual Report 2024
Financial statements
Governance Report
Annual Report on Remuneration continued
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 2024. 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
2024 Option A 19:1 13:1 8:1 31.4 47.0 75.3
2023 Option A 19:1 13:1 8:1 30.1 45.1 72.3
2022
1
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
Year Pay ratio All employees (£000)
Total remuneration Method
25th
percentile
50th
percentile
75th
percentile
25th
percentile
50th
percentile
75th
percentile
2024 Option A 46:1 30:1 18:1 41.0 62.1 104.9
2023 Option A 40:1 26:1 15:1 39.3 60.0 101.6
2022
1
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
1
Reflects the combined salary and total single figures for Paul Feeney and Steven Levin in respect of their qualifying services as CEO
during the year.
Total remuneration includes salary, benefits, pension, short-term incentives and any value vested from
long-term incentives during the year. As some 2024 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 has a higher proportion of total
remuneration in variable pay than the majority of the wider workforce, which, exacerbated by strong
performance and high variable pay outcomes for 2024, is the main factor driving the difference in the
ratios between salary and total remuneration.
The ratio of the Chief Executive Officer’s base salary to employees at the 25th, 50th and 75th percentiles
remained static in 2024 compared to 2023, reflecting relatively small and consistent movements in the
base salary of the Chief Executive Officer and the salary profile of the underlying population. The total
remuneration ratios were higher in 2024 than 2023 due to strong business performance and the Chief
Executive Officer’s higher level of variable pay opportunity relative to the wider workforce. However,
both the base salary and total remuneration ratios remain materially below historical levels prior to
Steven Levin’s appointment.
The Committee continues to monitor closely the pay conditions of the Company’s employees in addition
to the application of the Policy to ensure that all aspects of Executive Director remuneration remain
appropriate and proportionate to the wider workforce.
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.
Over the past two years, the Company has reset its performance management and reward framework
to reinforce a culture of high expectations and high performance, and strengthen the link between the
performance and behaviours of all colleagues with reward outcomes. Further details regarding the
Companys culture change activity and focus on high performance are set out in the Our people section
on pages 16 to 20.
During 2024, the role of the Board’s Workforce Engagement Director was a member of the Committee,
and able to reflect the views of the wider workforce in Committee decision making through their
engagement with the Company’s Employee Forum and other employee networks.
Gender pay gap
The Company reported a mean gender pay gap of 27% and a mean bonus gap of 55% for 2024. 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 Our people section on pages 16 to 20.
102
Quilter plc Annual Report 2024
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 2024 and 31 December 2023:
2024 2023 % Change
Adjusted profit before tax
1
m) 196 167 17%
Dividends
2
m) 80 70 14%
Employee remuneration costs
3
m) 299 291 3%
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 134 of the 2024 Annual Report and Accounts.
2
In 2024, the Company paid an Interim Dividend of 1.7 pence and has recommended a Final Dividend of 4.2 pence. In 2023, the
Company paid an Interim Dividend of 1.5 pence and a Final Dividend of 3.7 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, share awards under Company share plans which will vest in future years subject to
performance conditions and/or continued service as at 31 December 2024, together with any additional
interests in shares held beneficially by the Executive Directors outside of Group share schemes. The
share price at 31 December 2024 was £1.5420.
During the period 31 December 2024 to 5 March 2025, there were no exercises or dealings in the
Companys share awards by the Executive Directors.
Audited
Share interests at 31 December 2024
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
697,379 1,565 43,478 592,866 2,834,318
Mark Satchel
2
1,403,326 1,565 43,478 564,753 2,775,280
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 2024, the 2021 LTI awards vested and Steven Levin exercised 179,551 nil-cost options with a market value on exercise
of £187,810 and Mark Satchel exercised 403,991 nil-cost options with a market value on exercise of £422,575. As at 31 December
2024, Steven Levin and Mark Satchel do not hold any vested but unexercised options.
All of the Companys share plans contains provisions relating to a change of control, which are set out
inthe Policy.
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.
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 was 13 March 2024 for Mark Satchel. As at
31 December 2024, Steven Levin is on course to reach the minimum requirement within his five-year
accumulation period and Mark Satchel has satisfied the minimum shareholding requirement.
Value
1
£’000
Multiple
of base
salaryName
Steven Levin 1,477.9 248%
Mark Satchel 2,485.9 526%
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 £1.4587.
Directors’ personal holding and beneficial share interests
As at 31 December 2024 and 31 December 2023, the Executive and Non-executive Directors held the
following legal and beneficial interests in Ordinary Shares:
Audited
31 December
2024
31 December
2023Name
Ruth Markland 100,000 100,000
Steven Levin 698,944 533,639
Mark Satchel 1,404,891 1,102,144
Neeta Atkar
Alison Morris
1
Chris Hill
2
Chris Samuel 19,788 18,969
George Reid 37,733 37,733
Moira Kilcoyne 29,556 29,556
Paul Matthews
3, 5
25,714 25,714
Tazim Essani
3, 5
12,428 12,428
Tim Breedon
4, 5
10,000 10,000
1
Appointed to the Board on 9 September 2024.
2
Appointed to the Board on 7 March 2024.
3
Stepped down from the Board at the conclusion of the AGM on 23 May 2024.
4
Stepped down from the Board on 11 September 2024.
5
The 2024 shareholding is as at the day each Non-executive Director stepped down from the Board.
During the period 31 December 2024 to 5 March 2025, there were no other changes to the interests
inshares held by the Directors as set out in the table above.
Strategic Report
Other information
103
Quilter plc Annual Report 2024
Financial statements
Governance Report
Audited
Payments to past Directors
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 rules of the relevant share plans, 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 2024:
Number of
shares granted
Share-settled
dividend
equivalents
Performance
outcome as %
of maximum
1
Proportion of
vesting period
served
2
Number of
shares vested
2
Value
3
£’000Awards
Deferred STI
4
546,265 40,525 n/a n/a 234,996 243.6
2021 LTI
5
804,529 112,516 66.1% 69.5% 421,504 440.9
1
The performance outcome of the 2021 LTI award was set out in the 2023 Report.
2
Time pro-rating is not applied to deferred STI awards. Time pro-rating of LTI awards is calculated by reference to the last date of
employment in accordance with the rules of the PSP.
3
Value based on the share price on the respective vesting dates of 27 March 2024 of £1.046 and 3 April 2024 of £1.027.
4
Number of shares granted reflects the total balance of outstanding deferred STI awards as at 31 December 2023. The shares
vested represented one third of Paul Feeneys deferred STI awards in respect of the 2021 and 2022 financial years. The remaining
balance will continue to accrue dividend equivalents and vest on the normal vesting dates in 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 was 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 applied for two years after he stepped down. At the time the
post-cessation shareholding requirement ended, on 31 October 2024, Paul Feeney’s shareholding
exceeded the minimum requirement as shown below:
Value
1
£’000
Multiple of
base salaryName
Paul Feeney 2,956.3 438%
1
Includes the estimated net value of unvested share awards which are not subject to performance conditions. The value is based on
the share price on 31 October 2024, when the minimum shareholding requirement ceased, of £1.434.
There were no further payments to past Directors during the year.
External directorships
Neither Executive Director held any external directorships during 2024.
Payments for loss of office
There were no payments for loss of office during 2024.
External advisers
During 2024, Deloitte provided advice to the Committee covering the Policy, the Report and disclosures,
market practice, incentive design and regulatory requirements. 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 2024, on a time and materials basis, were as follows:
Adviser Key areas of advice received
Total fees
2024
Deloitte Policy review, application, disclosures, governance and market practice £46.5k
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 2024 2023 Directors’ Remuneration Report
(advisory)
97% 3% 317,021 (0.02% 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
104
Quilter plc Annual Report 2024
Directors Report
The Directors present their Report for the financial
year ended 31 December 2024.
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 104
(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 3 to 5
Events since the end of the financial year 173
Engagement with employees 13 and 16 to 20
Engagement with suppliers, customers and others 12 to 15
Employment of disabled persons 20
Greenhouse gas emissions, energy consumption and energy efficiency action 22 to 29
Financial risks 39
Information to be disclosed under UK Listing Rule 6.6.1R
Subject matter
Page
reference
Details of long-term incentive schemes 97 to 98
Shareholder waivers of dividends 105
Shareholder waivers of future dividends 105
Financial instruments and risk management
The information relating to financial instruments and financial risk management objectives and policies
can be found on pages 126 to 128, 150 and 167 to 172.
Branches
During the year, the Group had a branch in the United Arab Emirates.
Profit and dividends
Statutory loss after tax from continuing operations for 2024 was £34 million (2023: £42 million profit).
The Directors have recommended a Final Dividend for the financial year ended 31 December 2024 of
4.2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 Wednesday 7 August 2024, the Board declared an Interim Dividend
of1.7 pence per Ordinary Share. The Interim Dividend was paid on Monday 23 September 2024 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.
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. Director changes during the year
are set out below:
Name Role
Effective date of Appointment/
Resignation
Chris Hill Non-executive Director Appointed 7 March 2024
Tazim Essani Non-executive Director Resigned 23 May 2024
Paul Matthews Non-executive Director Resigned 23 May 2024
Alison Morris Non-executive Director Appointed 9 September 2024
Tim Breedon Non-executive Director Resigned 11 September 2024
Details of the Directors’ interests in the share capital of the Company are set out in the Annual Report
on Remuneration on pages 92 to 104.
The powers given to the Directors are contained in the Companys 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.
Strategic Report
Other information
105
Quilter plc Annual Report 2024
Financial statements
Governance Report
Directors’ Report continued
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 Companys 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 a single class of 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 2024 and as at
Friday 28 February 2025 (the latest practicable date for inclusion in this Report). Details regarding
changes in theCompany’s share capital during the year can be found in note 27 of the financial
statements on page157. 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.
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.
106
Quilter plc Annual Report 2024
Purchase of own shares
At the AGM held on Thursday 23 May 2024, 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
Companys issued Ordinary Share capital as at Tuesday 19 March 2024, which was the latest practicable
date prior to publication of the Notice of AGM. As at Friday 28 February 2025, 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.
Significant agreements (change of control)
All the Companys 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 2024 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 2024. However, at the 2025 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 2025 Notice of AGM. For
information on our engagement with shareholders following the 2024 AGM, please refer to page 55.
Major shareholders
As at 31 December 2024, 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 252,571,433 17.98% Direct
Public Investment Corporation of the Republic of South Africa 206,425,328 14.70% Direct
Ninety One UK Ltd
2
82,416,634 5.01% Indirect
Equiniti Trust (Jersey) Limited
3
55,786,133 3.97% 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 a consolidation of
Ordinary Shares in May 2022.
3
These shares are held by Equiniti Trust ( Jersey) Limited in its capacity as Trustee of the Employee Benefit Trust.
As at Friday 28 February 2025, 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 252,571,433 17.98% Direct
Public Investment Corporation of the Republic of South Africa 188,969,070 13.45% Direct
Ninety One UK Ltd
2
82,416,634 5.01% Indirect
Equiniti Trust (Jersey) Limited
3
55,786,133 3.97% 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 a consolidation
ofOrdinary Shares in May 2022.
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.
Strategic Report
Other information
107
Quilter plc Annual Report 2024
Financial statements
Governance Report
Directors’ responsibility statements
The following statements should be read in conjunction with the Statement of Directors’ responsibilities
in respect of the Annual Report and the financial statements on page 110.
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 provide the information necessary for shareholders to assess the Companys
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 64 to 71.
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 Companys 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.
Independent auditors
The Directors are recommending the reappointment of PricewaterhouseCoopers LLP as the Company’s
statutory auditors at the 2025 AGM.
AGM
The Quilter plc 2025 AGM will be held at Senator House, 85 Queen Victoria Street, London EC4V 4AB on
Thursday 22 May 2025 at 11:00am (UK time). Details of the business to be transacted at the 2025 AGM,
along with details of how you can ask questions and join the meeting, are included in the Quilter plc
2025 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
5 March 2025
Directors’ Report continued
108
Quilter plc Annual Report 2024
Index to the consolidated
financial statements
For the year ended 31 December 2024
Group consolidated financial statements
Statement of Directors’ responsibilities 110
Independent auditors’ report 111
Consolidated statement of comprehensive income 118
Consolidated statement of financial position 119
Consolidated statement of changes in equity 120
Consolidated statement of cash flows 121
Notes to the consolidated financial statements
General information 121
1: Basis of preparation 121
2: New standards, amendments to standards
andinterpretations adopted by the Group 123
3: Future standards, amendments to standards
andinterpretations not early adopted in these
financial statements 123
4: Significant changes in the year 123
5: Material accounting policies 124
6: Business combinations, acquisitions
and disposals 133
7: Alternative performance measures 134
8: Segment information 138
9: Investment return 141
10: Expenses 141
11: Tax 143
12: Earnings per share 144
13: Dividends 145
14: Goodwill and intangible assets 146
15: Property, plant and equipment 147
16: Investment property 148
17: Investments in associates 148
18: Loans and advances 149
19: Financial investments 149
20: Derivatives – assets and liabilities 149
21: Categories of financial instruments 150
22: Fair value methodology 151
23: Structured entities 153
24: Trade, other receivables and other assets 154
25: Contract costs 154
26: Cash and cash equivalents 155
27: Ordinary Share capital 157
28: Share-based payments reserve 157
29: Investment contract liabilities 158
30: Provisions 159
31: Tax assets and liabilities 161
32: Borrowings and lease liabilities 163
33: Trade, other payables and other liabilities 163
34: Post-employment benefits 164
35: Master netting and similar arrangements 166
36: Contingent liabilities 166
37: Commitments 167
38: Capital and financial risk management 167
39: Fiduciary activities 173
40: Related party transactions 173
41: Parent company guarantee audit exemption 173
42: Events after the reporting date 173
Appendix
A: Related undertakings 174
Parent Company financial statements
Company statement of financial position 176
Company statement of changes in equity 177
Notes to the financial statements of the Company 178
109
Quilter plc Annual Report 2024
Other informationGovernance Report
Strategic Report
Financial statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company
financial statements in accordance with applicable laws 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 United Kingdom Generally Accepted Accounting Practice (comprising FRS
101 “Reduced Disclosure Framework” and applicable law). In preparing the Group financial statements,
the Directors have also elected to comply with International Financial Reporting Standards issued by the
International Accounting Standards Board (IFRSs as issued by IASB).
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 applicable UK-adopted international accounting standards and IFRSs issued by IASB
have been followed for the Group financial statements;
state whether applicable United Kingdom Accounting Standards, comprising FRS 101, have been
followed for the parent Company financial statements, subject to any material departures disclosed
and explained in the financial statements;
make judgements and accounting 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 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 other irregularities.
The Directors are also 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.
Directors’ confirmations
The Directors consider that the Annual Report and the Group and Parent Company financial statements,
taken as a whole, are fair, balanced and understandable and provide the information necessary for
shareholders to assess the Group’s and Parent Companys position and performance, business model
and strategy.
Each of the Directors, whose names and functions are listed in the Governance Report, confirm that,
tothe best of our knowledge:
the Group financial statements, which have been prepared in accordance with UK-adopted
international accounting standards and IFRSs issued by IASB, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group;
the Parent Company financial statements, which have been prepared in accordance with United
Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities
and financial position of the Parent Company; and
the Strategic Report includes a fair review of the development and performance of the business
andthe position of the Group and Parent Company, together with a description of the principal
risksand uncertainties that they face.
Signed on behalf of the Board
Steven Levin
Chief Executive Officer
5 March 2025
Mark Satchel
Chief Financial Officer
Statement of Directors’ responsibilities
in respect of the Annual Report and the financial statements
110
Quilter plc Annual Report 2024
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 Companys affairs as at 31 December 2024
and of the Group’s loss 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 2024; 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 fifth year of involvement as auditors of the Quilter plc Group (“the Group). In planning for the
2024 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 2024, the Group comprised two operating segments, together with head office
activities, each of which contain several reporting components. We conducted audit testing over
thirteen components in total excluding the consolidation adjustments, which we selected based
ontheir respective significance to the consolidated results. The Company is considered a full scope
component.
In addition to the Company, five components were subject to an audit of their complete financial
information due to their financial significance.
Five components were subject to an audit of a specific provision (Customer remediation exercise
provision) due to its significance.
Specific financial statement line items were also brought into scope for a further two components
toensure sufficient coverage was obtained over all material balances in the Group accounts.
Taken together, the procedures we performed over the six full scope components provided us with
coverage of over 82% of total income as recognised in the Consolidated statement of comprehensive
income and greater than 52% 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
Customer remediation exercise provision (Group)
Goodwill impairment assessment (Group)
Impairment of investments in subsidiary undertakings (Parent)
Materiality
Overall Group materiality: £8,840,000 (2023: £5,506,000) based on 5% of adjusted profit before tax
from continuing operations.
Overall Company materiality: £28,230,000 (2023: £27,963,351) based on 1% of total assets.
Performance materiality: £6,630,000 (2023: £4,130,000) (Group) and £21,170,000 (2023: £20,972,513)
(Company).
Independent auditors’ report to the members of Quilter plc
Report on the audit of the financial statements
Strategic Report
Governance Report Other information
111
Quilter plc Annual Report 2024
Financial statements
Key audit matter How our audit addressed the key audit matter
Customer remediation exercise provision (Group)
As disclosed in the Board Audit Committee Report (page
67) and note 30 (page 159) to the financial statements.
During the year, the Group has recognised a provision
related to the review of a sub-population of clients that
has been charged for ongoing advice services since
the start of 2018 but where the evidence of delivery of
the ongoing advice service falls below the acceptable
standard (the customer remediation exercise provision).
As at 31 December 2024, the total provision in respect
of the review was £76 million (2023: £nil) which
represents the estimated refund of fees, interest and
the administration costs associated with completing
thecustomer remediation exercise.
The estimation of the provision involves significant
judgement and subjectivity in relation to key
assumptions.
Management has estimated the provision based on a
sample of case record reviews undertaken by a Skilled
Person (and management’s expert for the purpose of
our audit) with the results from the sample applied to
the wider population under review. Management have
then overlaid further assumptions onto the calculation
based on work performed by a second management
expert.
Significant judgements include:
the cohorts of customers to be included within the
scope of any proactive remediation; and
the period covered by the remediation exercise.
Significant assumptions include:
the estimation of the population of clients where
evidence is not available to demonstrate that ongoing
advice was provided;
the response rate from customers; and
the administration costs of running the review
programme.
We have assessed and challenged the Group’s
methodology and the assumptions and judgements
applied in arriving atthe provision.
We obtained management’s calculation and tested the
mathematical accuracy and agreed the calculation back
to source data.
We have tested the completeness and accuracy of source
data used in the calculation.
We reviewed the scope, methodology and results of the
procedures undertaken on the sample population of
clients by management’s expert to assess whether it was
an appropriate basis for the calculation of a provision.
As part of our procedures, we selected a sample of
the findings from management’s expert and assessed
whether the reported finding was appropriate.
We engaged PwC regulatory experts to assess the work
ofmanagement’s experts and to evaluate and challenge
the basis of significant assumptions and judgements.
We assessed and challenged the discount rate applied
tothe expected cash outflows.
We independently performed sensitivity analysis on
the significant assumptions and considered alternative
scenarios which could be considered reasonably possible.
We obtained and reviewed relevant regulatory
correspondence with the Financial Conduct Authority
and discussed the content of any correspondence
considered to be pertinent to our audit with
management. We met with the FCA to corroborate
details of their discussions with management.
Given the inherent uncertainty in the estimation of the
provision and its judgemental nature, we evaluated
the disclosures made in the financial statements. In
particular, we focused on the disclosure of the sensitivity
of the provision to changes in the underlying assumptions.
Based on the procedures performed and evidence
obtained, we found the customer remediation exercise
provision to be appropriate.
Our audit approach continued
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.
Customer remediation exercise provision is a new key audit matter this year. Recoverability of the
deferred tax asset, which was a key audit matter last year, is no longer included because of the reduction
in risk associated with the recoverability of the deferred tax asset when compared to the prior year.
Thisis the second year where the asset has been recognised in full and forecasts indicate taxable profits
in excess of the deferred tax asset over the next 5 years. Otherwise, the key audit matters below are
consistent with last year.
Independent auditors’ report to the members of Quilter plc
Report on the audit of the financial statements
112
Quilter plc Annual Report 2024
Key audit matter How our audit addressed the key audit matter
Goodwill impairment
assessment (Group)
Refer to page 67 of the Board Audit
Committee report and note 14 to
the Group’s financial statements.
The goodwill balance of £307 million
(2023: £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 2024 figures included
in the prior year forecast. Furthermore, we ensured the forecasts were
completed on a basis consistent with prior years. We note that a change in
the Group’s unit pricing policy relating to policyholder tax charges resulted
in significant additional headroom, given in the prior year the impact
of policyholder tax resulted in a negative outflow which was taken into
perpetuity.
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. Whilst the weighted
average cost of capital applied was lower than our range based on market
data, we have performed a sensitivity analysis and observed that using a rate
within the PwC expected range would still produce significant headroom.
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.
We have considered the cash flow impacts of the customer remediation
exercise provision. Whilst it impacts the Affluent segment, when sensitised
into a severe downside scenario, this still results in positive headroom.
Overall, based on the procedures we have performed, we concur with
management that no impairment to the goodwill balance is required.
Key audit matter How our audit addressed the key audit matter
Impairment of investments
in subsidiary undertakings
(Company)
Refer to note 3 to the Company
financial statements.
The Company holds investments
in subsidiaries of £2,187 million
(2023: £2,162 million). Whilst these
eliminate on consolidation in the
Group financial statements, they
are recorded in the Company
financial statements.
The carrying amount of the
investment exceeds the market
capitalisation of the Group and
therefore management have
performed an impairment
assessment, utilising consistent
methodology to that described in
the impairment of goodwill key audit
matter above. They 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
discrepancy between carrying value
and market capitalisation, the size
of this balance and the judgemental
nature of the discounted cash
flow model used in assessing
impairment.
The impairment assessment leveraged management’s value in use
calculations for the Group goodwill impairment assessment as described
above.
We reviewed the disclosures in the Company financial statements, including
the disclosure of the judgement used by management in their impairment
assessment regarding the Company’s investments in Quilter Holdings
Limited and Quilter Investors Limited representing a single cash generating
unit. This judgement is not considered representative of a critical accounting
judgement since, in the current year, the estimated discounted future cash
flows at a subsidiary level do not indicate that an impairment is required, and
therefore applying this judgement does not have a significant effect on the
amounts recognised in the financial statements. This disclosure is consistent
with the results of our testing of management’s impairment assessment.
For investments in non-trading subsidiaries the value in use is deemed
by management to be represented by their net asset position as this best
approximates the available funds for distribution as dividends.
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, and that the disclosures made
in the Company financial statements are appropriate.
Our audit approach continued
Strategic Report
Governance Report Other information
113
Quilter plc Annual Report 2024
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 the Company is considered a full scope component, five are considered
significant components due to size, and were all subject to an audit of their complete financial
information. Five other reporting entities were in scope as significant components due to risk as a result
of the customer remediation exercise provision. In addition, a further two 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 thirteen components that we have performed audit
procedures over, none of these components were based outside the UK.
We applied an overall materiality level of £515,300,000 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 activities outsourced to 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 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 the 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 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 managements 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.
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 £8,840,000 (2023: £5,506,000). £28,230,000 (2023: £27,963,351).
How we determined it 5% of adjusted profit before tax from
continuing operations*
1% of total assets
Rationale for benchmark applied A profit-based metric is an expected
materiality basis for auditing a profit
oriented entity. We had previously
used a revenue-based metric because
of the level of restructuring and
Group reorganisation activity that
was happening at the time. In view of
this activity becoming more stable we
consider it appropriate to revert to a
profit based measure for the current
year.
*
We have adjusted for specific key
performance metrics and added them back
to arrive at our materiality benchmark.
A benchmark of total assets has
been used as the Companys 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 is 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 £4,199,000 to
£8,800,000. 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% (2023: 75%) of overall materiality, amounting to £6,630,000
(2023: £4,130,000) for the Group financial statements and £21,170,000 (2023: £20,972,513) 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) (2023: £500,000) and £1,379,643 (Company audit) (2023:
£1,398,168) as well as misstatements below those amounts that, in our view, warranted reporting for
qualitative reasons.
Our audit approach continued
Independent auditors’ report to the members of Quilter plc
114
Quilter plc Annual Report 2024
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:
Obtaining the Directors’ updated going concern assessment and challenging 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.
Obtaining management’s estimated solvency capital position and evaluating 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 forecasted to
remain compliant with all external regulatory capital requirements for the period covered by the going
concern assessment; and
Confirming 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
Companys 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.
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 2024 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.
Strategic Report
Governance Report Other information
115
Quilter plc Annual Report 2024
Financial statements
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 Companys 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
Companys 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 Companys 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.
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
Companys 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 understating results either by creating liabilities or deferring revenue to move profits
into future periods, as well as management bias in accounting estimates and judgemental areas of the
financial statements, such as provisioning. 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:
Testing certain journal entries, identified by applying risk based criteria and agreeing to supporting
evidence.
Discussions with the Board Audit Committee, management, internal audit, management involved in
the risk and compliance functions and the Group and Companys legal function, including
consideration of known or suspected instances of non-compliance with laws and regulation and fraud.
Independent auditors’ report to the members of Quilter plc
116
Quilter plc Annual Report 2024
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 Board Committee meeting minutes, including those of
theBoard Audit Committee, the 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 so far as they related to non-compliance with
laws and regulations and fraud.
Challenging assumptions made by management in accounting estimates and judgements, in particular
in relation to provisions and the impairment assessments of goodwill and investments in subsidiaries.
Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our
testing.
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.
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 five years, covering the years ended
31 December 2020 to 31 December 2024.
Other matter
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency
Rules to include these financial statements in an annual financial report prepared under the structured
digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the
Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured
digital format annual financial report has been prepared in accordance with those requirements.
Mark Pugh
(Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
5 March 2025
Responsibilities for the financial statements and the audit continued
Strategic Report
Governance Report Other information
117
Quilter plc Annual Report 2024
Financial statements
Consolidated statement of comprehensive income
For the year ended 31 December 2024
Year endedYear ended
31 December 31 December
20242023
Notes£m£m
Income
Fee income and other income from service activities
8
544
542
Investment return
9
4,877
4,075
Other income
28
9
Total income
5,449
4,626
Expenses
Change in investment contract liabilities
29
(4,065)
(3,313)
Fee and commission expenses and other acquisition costs
10(a)
(49)
(49)
Change in third-party interests in consolidated funds
(587)
(579)
Other operating and administrative expenses
10(b)
(691)
(575)
Finance costs
10(e)
(21)
(22)
Total expenses
(5,413)
(4,538)
Impairment of investments in associates
17(b)
(1)
Profit before tax
35
88
Income tax expense attributable to policyholder returns
11(a)
(95)
(76)
(Loss)/profit before tax attributable to shareholder returns
(60)
12
Income tax expense
11(a)
(69)
(46)
Less: income tax expense attributable to policyholder returns
95
76
Income tax credit attributable to shareholder returns
11(a)
26
30
(Loss)/profit after tax attributable to the owners of the
Company
(34)
42
Other comprehensive expense
Exchange losses on translation of foreign operations
(1)
Total comprehensive income
(35)
42
Earnings per Ordinary Share
Basic earnings per Ordinary Share (pence)
12
(2.5)
3.1
Diluted earnings per Ordinary Share (pence)
12
(2.5)
3.1
All income and expenses relate to continuing operations.
The above consolidated statement of comprehensive income should be read in conjunction with the
accompanying notes.
118
Quilter plc Annual Report 2024
31 December31 December
20242023
Notes£m£m
Assets
Goodwill and intangible assets
14
339
372
Property, plant and equipment
15
91
91
Investment property
16
9
10
Investments in associates
17
16
2
Contract costs
25
24
16
Loans and advances
18
56
38
Financial investments
19
59,360
50,329
Deferred tax assets
31(a)
115
91
Current tax receivable
31(c)
45
33
Trade, other receivables and other assets
24
418
447
Derivative assets
20
26
57
Cash and cash equivalents
26
1,949
1,859
Total assets
62,448
53,345
Equity and liabilities
Equity
Ordinary Share capital
27
115
115
Ordinary Share premium reserve
58
58
Capital redemption reserve
346
346
Share-based payments reserve
28
42
42
Other reserves
(1)
Retained earnings
863
958
Total equity
1,423
1,519
Liabilities
Investment contract liabilities
29
51,758
43,396
Third-party interests in consolidated funds
8,225
7,444
Provisions
30
111
46
Deferred tax liabilities
31(b)
96
64
Current tax payable
31(c)
1
2
Borrowings and lease liabilities
32
275
279
Trade, other payables and other liabilities
33
506
570
Derivative liabilities
20
53
25
Total liabilities
61,025
51,826
Total equity and liabilities
62,448
53,345
The financial statements on pages 118 to 121 were approved by the Board of Directors on 5 March 2025
and signed on its behalf by
Steven Levin
Chief Executive Officer
Mark Satchel
Chief Financial Officer
Consolidated statement of financial position
At 31 December 2024
The above consolidated statement of financial position should be read in conjunction with the
accompanying notes.
Strategic Report
Governance Report Other information
119
Quilter plc Annual Report 2024
Financial statements
Consolidated statement of changes in equity
For the year ended 31 December 2024
Ordinary ShareCapital Share-based Total
Ordinary SharepremiumredemptionpaymentsOtherRetainedshareholders
capitalreservereservereservereservesearningsequity
Year ended 31 December 2024
Notes
£m£m£m£m£m£m£m
Balance at 1 January 2024
115
58
346
42
958
1,519
Loss after tax attributable to the owners of the Company
(34)
(34)
Other comprehensive expense
(1)
(1)
Total comprehensive income
(1)
(34)
(35)
Dividends
13
(73)
(73)
Exchange rate movements (ZAR/GBP)
1
(1)
(1)
Movement in own shares
(6)
(6)
Equity-settled share-based payment transactions
28(e)
(4)
18
14
Aggregate tax effects of items recognised directly in equity
4
1
5
Total transactions with the owners of the Company
(1)
(61)
(61)
Balance at 31 December 2024
115
58
346
42
(1)
863
1,423
Ordinary ShareCapital Share-based Total
Ordinary SharepremiumredemptionpaymentsOtherRetainedshareholders
capitalreservereservereservereservesearningsequity
Year ended 31 December 2023
Notes
£m£m£m£m£m£m£m
Balance at 1 January 2023
115
58
346
41
(1)
989
1,548
Total comprehensive income
2
42
42
Dividends
13
(65)
(65)
Exchange rate movements (ZAR/GBP)
1
2
2
Acquisition of own shares
3
(14)
(14)
Movement in own shares
(13)
(13)
Equity-settled share-based payment transactions
28(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
For shares registered on the Johannesburg Stock Exchange, the amounts of proposed dividends 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.
2
The total comprehensive income in 2023 was equal to profit after tax attributable to the owners of the Company.
3
In November 2023, as a result of an Odd-lot Offer, Quilter plc purchased 15,798,423 of its own Ordinary Shares for £14 million. Those shares were gifted to the Employee Benefit Trust and subsequently held as treasury shares.
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
120
Quilter plc Annual Report 2024
Consolidated statement of cash flows
For the year ended 31 December 2024
Notes to the consolidated financial statements
For the year ended 31 December 2024
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 26).
Year ended Year ended
31 December 31 December
20242023
Notes£m£m
Cash flows from operating activities
Cash flows from operating activities
4,654
2,137
Taxation paid
(69)
(26)
Total net cash flows from operating activities
26(b)
4,585
2,111
Cash flows from investing activities
Net purchases and sales of financial investments
(4,360)
(1,908)
Purchase of property, plant and equipment
(8)
(1)
Proceeds from sale of property, plant and equipment held for sale
1
Acquisition of subsidiary
6
(6)
Acquisition of shares in associates
17
(14)
(1)
Total net cash flows from investing activities
(4,388)
(1,909)
Cash flows from financing activities
Dividends paid to the owners of the Company
13
(73)
(65)
Exchange rate movements passed to shareholders
1
(1)
2
Finance costs on borrowings
2
32(a)
(18)
(18)
Payment of interest on lease liabilities
2
32(b)
(2)
(3)
Payment of principal of lease liabilities
(8)
(9)
Quilter plc shares acquired under the Odd-lot Offer
3
(14)
Quilter plc shares acquired for use within the Group’s employee share
scheme
(6)
(15)
Proceeds from the issue of subordinated debt
32
199
Subordinated debt repaid
32
(200)
Total net cash flows from financing activities
26(c)
(108)
(123)
Net increase in cash and cash equivalents
89
79
Cash and cash equivalents at the beginning of the year
1,859
1,782
Effect of exchange rate changes on cash and cash equivalents
1
(2)
Cash and cash equivalents at the end of the year
26(a)
1,949
1,859
1
The exchange rate movements passed to shareholders relate to foreign exchange gains or losses that have arisen on dividend
payments to JSE shareholders. Further details are included within the consolidated statement of changes in equity.
2
The total interest paid during the year includes finance costs on borrowings and payment of interest on lease liabilities.
3
Further information relating to the Odd-lot Offer is included within the consolidated statement of changes in equity.
General information
Quilter plc (the “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 with a primary listing on the London Stock Exchange (LSE)and a secondary listing on the
Johannesburg Stock Exchange (“JSE).
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 2024 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 176 to 177.
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
2025 to 2027. 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. The assessment also considered the potential implications of the Skilled Person
Review which could include the potential payment of remediation and associated administrative costs
(see note 30). As part of the going concern assessment, the Group took into consideration the current
position of the UK and global economy. The Group also considered how climate-related risks and
opportunities affect operations, investment activities, advice and distribution, 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.
The above consolidated statement of cash flows should be read in conjunction with the
accompanyingnotes.
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121
Quilter plc Annual Report 2024
Financial statements
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 made when applying its material accounting
policies and that have the greatest effect on the net profit and net assets recognised in the Group’s
financial statements.
Ongoing Advice Review
In the preliminary results announcement on 6 March 2024, the Group committed to undertake a
review of historical data and practices across the Appointed Representative firms in the Quilter Financial
Planning network in relation to the provision of ongoing advice. Following discussion with the FCA,
a Skilled Person was appointed in June 2024 to assess and provide a view to the FCA on whether the
delivery of ongoing advice services by Appointed Representative firms in the Quilter Financial
Planning network has been compliant with applicable regulatory requirements during the period from
1 January 2017 to 31 December 2023. Although the Skilled Person Review has not yet completed, it is
well advanced, and the final report is expected to be submitted to the FCA in the second quarter of
2025. Subject to further discussions with the FCA that will occur following the Skilled Person Review,
it is currently expected that some form of customer remediation will likely be required. Based on the
results of the Skilled Person Review to date together with other evidence available, including
consideration of the announcement made by the FCA on 24 February 2025 titled “Ongoing financial
advice services”, the Group has recognised a provision for a reasonable estimate of the costs of a
potential customer remediation exercise, including both redress and administrative costs, based upon
current assumptions as to a plausible customer remediation approach that may be followed. See notes
30 and 36 for further details of the provision and contingent liability (including assumptions made and
uncertainties arising). The significant judgements are:
the precise period to be included within the scope of a potential remediation exercise; and
the proportion of customers, determined by reference to cohorts shown by the Skilled Person’s
sample to be at the highest likelihood of having not received the expected level of service from their
adviser, to be involved within the scope of a potential remediation exercise.
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 until those amounts are settled. 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 materially from those estimates.
Ongoing Advice Review
As set out above, based on the results to date of the Skilled Person Review together with other evidence
available, the Group considers that a customer remediation exercise in relation to ongoing advice will
likely be required to consider cases where the customer has been charged for ongoing advice services,
and the adviser is unable to satisfactorily evidence the provision of those services. The Group currently
expects to finalise the Skilled Person Review and undertake discussions with the FCA during the second
quarter of 2025, to consider the form and methodology of this potential customer remediation exercise.
Any such remediation exercise is currently expected to involve the population of customers who are at
the highest likelihood of having not received the expected level of service from their adviser, based upon
the results of the Skilled Person Review. Given that a customer remediation exercise will likely be
required, the Group has considered the estimated costs. This includes estimates for refunds of fees
previously charged and interest payable and the cost of the remediation exercise. While there are a
number of outstanding contingencies and variables the Group has determined that a reasonable
estimate can be made based on the information currently available and as a result has recognised a
provision (see notes 30 and 36). Following the initial draft results of the statistically reliable
representative cohort of customers undertaken by the Skilled Person, an initial quantification of the
potential financial impact of the approach to be followed, can be reasonably estimated. In determining
this provision, consideration has been given to a wide range of assumptions, drawing on data from the
Skilled Person’s results to date, previous experience of past business reviews, and the views of external
specialists familiar with similar remediation exercises. The significant estimates in the calculation of the
provision are:
extrapolation of the proportion of the Skilled Person’s statistically significant sample where
satisfactory evidence of servicing was not found, to the entire population of ongoing advice customers;
response rate for customers invited to engage in the potential remediation exercise; and
administrative costs to perform a potential remediation exercise, including costs associated with
customer engagement and case reviews, which have been determined based upon experience from
previous past business reviews performed by the Group, and assumptions on the number of
customers who may be subject to the review process.
Measurement of deferred tax
The annual business planning process estimates future taxable profits 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, net client cash
flows and 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 deferred tax assets based on
estimated taxable profits over a five-year horizon and assesses policyholder deferred tax assets based
on estimated investment growth over the medium term. To the extent that profit estimates extend
1: Basis of preparation continued
Notes to the consolidated financial statements
For the year ended 31 December 2024
122
Quilter plc Annual Report 2024
beyond the normal three-year planning cycle, average profits over the final two years of the plan are
used. This approach is considered reasonable based on historical profitability. 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 31 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.
2: New standards, amendments to standards, and interpretations
adopted by the Group
The amendments to accounting standards in the table below became applicable for the current
reporting period, with no material impact on the Group’s results, financial position or disclosures or
on those of the Parent Company.
Adopted by the Group from
Amendments to standards
1 January 2024
Amendments to IAS 1 Presentation of Financial Statements – classification of liabilities as
current and non-current
1 January 2024
Amendments to IAS 1 Presentation of Financial Statements – non-current liabilities with
covenants
1 January 2024
Amendments to IFRS 16 Leases – Sale and leaseback transactions
1 January 2024
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments:
Disclosures – Supplier Finance Arrangements
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 not yet effective. The Group has not early
adopted these standards, interpretations and amendments, and does not expect these to have a
material impact on the financial statements of the Group or the Parent Company.
IFRS 18 Presentation and Disclosures in Financial Statements
IFRS 18 includes requirements for all entities applying IFRS for the presentation and disclosure of
information in financial statements. The standard aims to improve how companies communicate in their
financial statements, with a focus on information about financial performance in the statement of profit
or loss. IFRS 18 replaces IAS 1 Presentation of Financial Statements. The effective date of IFRS 18 is 1
January 2027. The standard is not yet endorsed by the UK Endorsement Board.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
IFRS 19 specifies the reduced disclosure requirements an eligible subsidiary is permitted to apply
instead of the disclosure requirements in other IFRS standards. The effective date of IFRS 19 is 1 January
2027. The standard is not yet endorsed by the UK Endorsement Board and will not impact the Group’s
financial statements.
IAS 21 – Lack of Exchangeability
In August 2023, the IASB amended IAS 21 to help entities to determine whether a currency is
exchangeable into another currency, and which spot exchange rate to use when it is not. The Group
does not expect these amendments to have a material impact on its operations or financial statements.
The effective date of this amendment is 1 January 2025.
IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial
Instruments
Amendments to IFRS 9 and IFRS 7 were made to:
clarify the date of recognition and derecognition of some financial assets and liabilities, with a new
exception for some financial liabilities settled through an electronic cash transfer system;
clarify and add further guidance for assessing whether a financial asset meets the solely payments
of principal and interest (SPPI) criterion;
add new disclosures for certain instruments with contractual terms that can change cash flows
(such as some financial instruments with features linked to the achievement of environment, social and
governance targets); and
update the disclosures for equity instruments designated at fair value through other comprehensive
income (FVOCI).
The Group does not expect these amendments to have a material impact on its operations or financial
statements. The effective date of these amendments is 1 January 2026. The standard is not yet
endorsed by the UK Endorsement Board .
4: Significant changes in the year
Ongoing Advice Review
In the preliminary results announcement on 6 March 2024, the Group committed to undertake a review
of historical data and practices across the Appointed Representative firms in the Quilter Financial
Planning network in relation to the provision of ongoing advice. Following discussion with the FCA, a
Skilled Person was appointed in June 2024 to assess and provide a view to the FCA on whether the
delivery of ongoing advice services by Appointed Representative firms in the Quilter Financial Planning
network has been compliant with applicable regulatory requirements during the period from 1 January
2017 to 31 December 2023. Although the Skilled Person Review has not yet completed, it is relatively well
progressed. Subject to further engagement with the FCA that will occur following the Skilled Person
Review, it is currently expected that some form of customer remediation will likely be required. Based
on the results of the Skilled Person Review to date together with other evidence available, the Group has
recognised a provision for a reasonable estimate of the costs of such a customer remediation exercise,
including both redress and administrative costs, based upon current assumptions as to a plausible
customer remediation approach that may be followed. See notes 30 and 36 for further details of the
provision and contingent liability .
1: Basis of preparation continued
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Governance Report Other information
123
Quilter plc Annual Report 2024
Financial statements
Acquisitions
The Group made two acquisitions in the year, 100% of the share capital of NuWealth Limited and 35%
of the share capital of Beals Mortgage and Financial Services Limited. Further details are given in note 6.
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 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 classified 360 Dot Net Limited as an associate throughout 2023 and 2024. In addition,
from 29 October 2024, the Group classified Beals Mortgage and Financial Services Limited and Clinton
Kennard Associates Ltd as associates (see note 6).
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.
Notes to the consolidated financial statements
For the year ended 31 December 2024
124
Quilter plc Annual Report 2024
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 22.
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, 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.
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. 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.
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: Material accounting policies continued
5(a): Group accounting continued
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Financial statements
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 accruals 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
the service. 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(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 it was acquired, (ii) the
business model in which it 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
and losses, including interest and dividend income, are recognised in profit
or loss.
Amortised cost
These financial assets are subsequently measured at amortised cost
using the effective interest rate method. The amortised cost is reduced
by impairment losses. Interest income, foreign exchange gains and losses
and impairments are recognised in profit or loss. Any gain or loss on
derecognition is recognised in profit or loss.
5: Material accounting policies continued
Notes to the consolidated financial statements
For the year ended 31 December 2024
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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.
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.
5: Material accounting policies continued
5(h): Financial instruments (other than derivatives) continued
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Financial statements
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(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.
5: Material accounting policies continued
5(h): Financial instruments (other than derivatives) continued
Notes to the consolidated financial statements
For the year ended 31 December 2024
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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 targets
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(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 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 31 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 taxis 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: Material accounting policies continued
5(k): Employee benefits continued
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Financial statements
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.
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.
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 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.
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 710 years
Software 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.
5: Material accounting policies continued
Notes to the consolidated financial statements
For the year ended 31 December 2024
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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 life of five
years.
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. Property, plant and equipment also includes assets under construction
which are not depreciated. 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 510 years
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(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
is physically distinct or represents 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 for 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.
5: Material accounting policies continued
5(n): Goodwill and intangible assets continued
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Quilter plc Annual Report 2024
Financial statements
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 2024 (2023: one) as detailed in note 16.
5(q): Provisions, contingent assets and contingent liabilities
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 for which the timing or 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 statement of financial position as an asset.
5(r): Foreign currency translation
The Group and Parent Companys presentation currency is pounds sterling. The functional currency
of the Group’s foreign operations is the currency of the primary economic environment in which the
relevant entities operate. 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 is 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.
5: Material accounting policies continued
5(p): Leases continued
Notes to the consolidated financial statements
For the year ended 31 December 2024
132
Quilter plc Annual Report 2024
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(s): 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.
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(t): 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(u): Investment property
Investment properties are valued under the cost model. 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.
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: Business combinations, acquisitions and disposals
The Group made two acquisitions during the year. There were no material acquisitions in the prior year.
On 5 September 2024, Quilter acquired 100% of the share capital of NuWealth Limited for a total
consideration of £6 million. NuWealth Limited provides a savings and investment app that offers its
users savings tools, high-interest accounts and access to stocks, fractional shares and exchange traded
funds. An intangible asset of £5 million was recognised on acquisition (see note 14) related to the
software acquired.
On 29 October 2024, the Group acquired 35.0% of the share capital of Beals Mortgage and Financial
Services Limited, and 9.4% of the share capital of its subsidiary, Clinton Kennard Associates Ltd. The
Group has carried out an assessment of control and influence and concluded that it has significant
influence but not control of each of these entities. It will therefore account for each of these holdings as
an investment in associate and account for its share of the profits or losses of these companies using
the equity method of accounting (see note 5(a)). Subject to certain terms being met, the Group intends
to acquire the remaining share capital of each company over the next five years.
There have been no material disposals of businesses during 2023 and 2024.
5: Material accounting policies continued
5(r): Foreign currency translation continued
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133
Quilter plc Annual Report 2024
Financial statements
7: Alternative performance measures
7(a): Adjusted profit before tax and reconciliation to (loss)/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 results, 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.
Year ended Year ended
31 December 31 December
2024 2023
Notes £m £m
Affluent
148
124
High Net Worth
48
41
Head Office
2
Adjusted profit before tax
8(b)
196
167
Adjusting items:
Impact of acquisition and disposal-related accounting
7(b)(i)
(40)
(39)
Business transformation costs
7(b)(ii)
(26)
(28)
Skilled Person Review
7(b)(iii)
(10)
Customer remediation exercise
7(b)(iv)
(76)
Other customer remediation
7(b)(v)
3
(6)
Exchange rate movements (ZAR/GBP)
7(b)(vi)
1
(2)
Policyholder tax adjustments
7(b)(vii)
(90)
(62)
Other adjusting items
7(b)(viii)
1
Finance costs
7(b)(ix)
(18)
(19)
Total adjusting items before tax
(256)
(155)
(Loss)/profit before tax attributable to shareholder returns
(60)
12
Income tax attributable to policyholder returns
11
95
76
IFRS profit before tax
35
88
Income tax expense
11
(69)
(46)
IFRS (loss)/profit after tax
(34)
42
7(b): Adjusting items
The adjustments made to the Group’s IFRS profit before tax to calculate adjusted profit before tax 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, 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.
Year ended Year ended
31 December 31 December
2024 2023
£m £m
Amortisation of acquired intangible assets
38
38
Impairment of acquired intangible assets
1
1
Amortisation of acquired adviser schemes
2
Total impact of acquisition and disposal-related accounting
40
39
1
The impairment of acquired intangible assets in 2023 resulted from the impairment of specific client books held within the Affluent
operating segment as the Group could no longer support the carrying value.
7(b)(ii): Business transformation costs
In 2024, business transformation costs totalled £26 million (2023: £28 million), the principal components
of which are described below:
Business Simplification costs – 2024: £24 million, 2023: £25 million
During 2024, the Group spent £24 million on delivering Simplification initiatives (2023: £25 million).
The implementation costs to deliver the remaining £15 million of annualised run-rate savings for the
programme are estimated to be £40 million.
Investment in business costs – 2024: £2 million, 2023: £1 million
Investment in business costs of £2 million (2023: £1 million) were incurred 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 – 2024: £nil, 2023: £2 million
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,
which ended in November 2023, was £nil for 2024 (2023: £2 million).
Notes to the consolidated financial statements
For the year ended 31 December 2024
134
Quilter plc Annual Report 2024
7(b)(iii): Skilled Person Review
Skilled Person Review costs of £10 million (2023: £nil) include the estimated external cost and direct cost
of internal resources to support and perform the Skilled Person Review of historical data and practices
across the Quilter Financial Planning network of Appointed Representative firms. This cost is excluded
from adjusted profit as management considers it to be outside of the Group’s normal operations and
one-off in nature.
7(b)(iv): Customer remediation exercise
Customer remediation exercise costs of £76 million (2023: £nil) include the estimated redress payable to
customers, comprising a refund of ongoing advice charges and interest payable for customers impacted,
and administrative costs which represent the costs to perform a potential customer remediation
exercise across the Quilter Financial Planning network of Appointed Representative firms (see note 30).
This cost is excluded from adjusted profit as management considers it to be outside of the Group’s
normal operations and one-off in nature.
7(b)(v): Other customer remediation
Lighthouse pension transfer advice provision – 2024: £3 million credit, 2023: £6 million cost
For 2023, the customer remediation expense of £6 million reflected £4 million of legal, consulting and
other costs and a £2 million provision increase related to non-British Steel Pension Scheme redress
payments. This was the result of the Group-managed past business review of defined benefit to defined
contribution (“DB to DC) pension transfer advice suitability by an independent expert. For 2024, the
provision for redress decreased by £3 million as a result of the redress calculations performed for
customers being lower than forecast in 2023 due to the changes in assumptions used to perform the
calculations and market movements of the pension scheme values during 2024. Further details of the
provision are provided in note 30.
7(b)(vi): Exchange rate movements (ZAR/GBP)
In 2024, income of £1 million was recognised (2023: £2 million expense) due to foreign exchange
movements on cash held in South African Rand in preparation for payments of dividends to
shareholders. Cash was converted to South African Rand upon announcement of the 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 2024, the total amount of policyholder tax adjustments to adjusted profit is a credit of £90 million
(2023: £62 million credit). 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 to fund the policyholder tax liability (which
is included within the Group’s income) can vary in timing to the recognition of the corresponding tax
expense, creating volatility in the Group’s IFRS profit or loss before tax. During 2024, the Group made
changes to the Group’s unit pricing policy relating to policyholder tax charges which will reduce the value
of these timing differences in future periods. These changes, together with current year market
movements, have resulted in the unwind of most of the opening timing difference.
7(b)(viii): Other adjusting items
In 2024, there were no other adjusting items. In 2023, £1 million of income was received in relation
to the settlement offer for the indemnification asset that was impaired in 2022.
7(b)(ix): 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 2024, finance costs were £18 million (2023: £19 million).
7: Alternative performance measures continued
7(b): Adjusting items continued
Strategic Report
Governance Report Other information
135
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
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 186 and 187, 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 year to year to ensure comparability, unless otherwise stated.
Net mgmt. Other Investment Total net Operating Adjusted profit Consol. of
fees
1
revenue
1
revenue
1
revenue
1
expenses
1
before tax
funds
2
Total
Year ended 31 December 2024 £m £m £m £m £m £m £m £m
Income
Fee income and other income from service activities
541
87
628
628
(84)
544
Investment return
3
57
4,037
78
4,172
4,172
705
4,877
Other income
3
3
21
24
4
28
Total income
598
4,127
78
4,803
21
4,824
625
5,449
Expenses
Change in investment contract liabilities
3
(26)
(4,032)
(7)
(4,065)
(4,065)
(4,065)
Fee and commission expenses and other acquisition costs
(50)
3
(47)
(1)
(48)
(1)
(49)
Change in third-party interests in consolidated funds
(587)
(587)
Other operating and administrative expenses
(15)
(15)
(639)
(654)
(37)
(691)
Finance costs
(21)
(21)
(21)
Total expenses
(91)
(4,029)
(7)
(4,127)
(661)
(4,788)
(625)
(5,413)
Impairment of investments in associates
(1)
(1)
(1)
Profit before tax
507
98
71
676
(641)
35
35
Income tax expense attributable to policyholder returns
(95)
(95)
(95)
(95)
Loss before tax attributable to shareholder returns
412
98
71
581
(641)
(60)
(60)
Adjusting items:
Impact of acquisition and disposal-related accounting
40
40
Business transformation costs
26
26
Skilled Person Review
10
10
Customer remediation exercise
76
76
Other customer remediation
(3)
(3)
Exchange rate movements (ZAR/GBP)
(1)
(1)
(1)
Policyholder tax adjustments
90
90
90
Finance costs
18
18
Adjusting items
90
(1)
89
167
256
Adjusted profit before tax
502
97
71
670
(474)
196
1
The APMs “Net management fees”, “Other revenue, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review.
2
Consolidation of funds shows the grossing up impact to the Group’s income and expenses 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 £57 million represents £36 million interest income on investments held for the benefit of policyholders and £21 million net interest income on client money balances. Change in investment contract liabilities
of £26 million represents the amount of interest income paid to policyholders. The net balance of £31 million represents interest income on customer balances retained by the Group for 2024. The £78 million investment return less £7 million change in investment contract
liabilities paid to customers on transactional cash balances, as reported within investment revenue, represents £71 million of interest income on shareholder cash and cash equivalents.
7: Alternative performance measures continued
136
Quilter plc Annual Report 2024
7(c): Reconciliation of IFRS income and expenses to “Total net revenue” and “Operating expenses” within adjusted profit continued
Net mgmt. Other Investment Total net Operating Adjusted profit Consol. of
fees
1
revenue
1
revenue
1
revenue
1
expenses
1
before tax
funds
2
Total
Year ended 31 December 2023 £m £m £m £m £m £m £m £m
Income
Fee income and other income from service activities
527
86
613
613
(71)
542
Investment return
3
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
Expenses
Change in investment contract liabilities
3
(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)
Profit before tax
491
84
62
637
(549)
88
88
Tax credit attributable to policyholder returns
(76)
(76)
(76)
(76)
Profit before tax attributable to shareholder returns
415
84
62
561
(549)
12
12
Adjusting items:
Impact of acquisition and disposal-related accounting
39
39
Business transformation costs
28
28
Other customer remediation
6
6
Exchange rate movements (ZAR/GBP)
2
2
2
Policyholder tax adjustments
62
62
62
Other adjusting items
(1)
(1)
Finance costs
19
19
Adjusting items
62
2
64
91
155
Adjusted profit before tax
477
86
62
625
(458)
167
1
The APMs “Net management fees”, “Other revenue, “Investment revenue”, “Total net revenue” and “Operating expenses” are commented on within the Financial review.
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 represents interest income on customer balances 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
Strategic Report
Governance Report Other information
137
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
8: Segment information
8(a): Segment presentation
The Group has two operating segments: High Net Worth and Affluent. The segments used for reporting
purposes are consistent with the structure and management of the Group. 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 the Board of Quilter plc.
The segment information in this note reflects the adjusted and IFRS profit measures for each operating
segment as provided to management and the 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. Income
is analysed in further detail for each operating segment in note 8(b).
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.
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 comprises Quilter Investment Platform, Quilter Investors, Quilter Financial Planning and
NuWealth.
Quilter Investment Platform is a leading investment platform provider of advice-based wealth
management products and services in the UK, which serves an 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. The investment management of the
Quilter investors fund range has been delegated to Quilter Investment Platform from 1 January 2025.
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.
NuWealth is a developer of a fintech platform through which customers can build investment portfolios.
The NuWealth platform provides access to savings and investments and is particularly beneficial for
people starting to invest who are looking for additional help and guidance, with the option to work with
a financial adviser later in their investment journey.
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.
138
Quilter plc Annual Report 2024
8(b): Adjusted profit statement — segment information
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.
Operating segments
High Head Consolidation
Affluent Net Worth Office
adjustments
1
Total
Year ended 31 December 2024
Notes
£m £m £m £m £m
Income
Premium-based fees
70
19
89
Fund-based fees
343
184
(83)
444
Fixed fees
1
1
Other fee and commission income
10
10
Fee income and other income from service activities
424
203
(83)
544
Investment return
2
4,131
21
31
694
4,877
Other income
98
2
1
(73)
28
Segment income
4,653
226
32
538
5,449
Expenses
Change in investment contract liabilities
2
(4,065)
(4,065)
Fee and commission expenses and other acquisition costs
(49)
(49)
Change in third-party interests in consolidated funds
(587)
(587)
Other operating and administrative expenses
(484)
(217)
(29)
39
(691)
Finance costs
(2)
(29)
10
(21)
Segment expenses
(4,600)
(217)
(58)
(538)
(5,413)
Impairment of investments in associates
(1)
(1)
Profit/(loss) before tax
53
9
(27)
35
Income tax expense attributable to policyholder returns
(95)
(95)
(Loss)/profit before tax attributable to shareholder returns
(42)
9
(27)
(60)
Adjusting items:
Impact of acquisition and disposal-related accounting
7(b)(i)
9
31
40
Business transformation costs
7(b)(ii)
8
8
10
26
Skilled Person Review
7(b)(iii)
10
10
Customer remediation exercise
7(b)(iv)
76
76
Other customer remediation
7(b)(v)
(3)
(3)
Exchange rate movements (ZAR/GBP)
7(b)(vi)
(1)
(1)
Policyholder tax adjustments
7(b)(vii)
90
90
Finance costs
7(b)(ix)
18
18
Adjusting items before tax
190
39
27
256
Adjusted profit before tax
148
48
196
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 £31 million of interest income on customer cash and cash equivalents retained by the Group. Investment return total also includes £71 million of interest income on shareholder cash and
cash equivalents.
8: Segment information continued
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Governance Report Other information
139
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
8(b): Adjusted profit statement — segment information continued
Operating segments
High Consolidation
Affluent Net Worth Head Office
adjustments
1
Total
Year ended 31 December 2023
Notes
£m £m £m £m £m
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
Investment return
2
3,361
19
28
667
4,075
Other income
88
1
(80)
9
Segment income
3,870
212
28
516
4,626
Expenses
Change in investment contract liabilities
2
(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 credit attributable to policyholder returns
(76)
(76)
Profit/(loss) before tax attributable to shareholder returns
44
7
(39)
12
Adjusting items:
Impact of acquisition and disposal-related accounting
7(b)(i)
7
32
39
Business transformation costs
7(b)(ii)
5
3
20
28
Other customer remediation
7(b)(v)
6
6
Exchange rate movements (ZAR/GBP)
7(b)(vi)
2
2
Policyholder tax adjustments
7(b)(vii)
62
62
Other adjusting items
7(b)(viii)
(1)
(1)
Finance costs
7(b)(ix)
19
19
Adjusting items before tax
80
34
41
155
Adjusted profit before tax
124
41
2
167
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
140
Quilter plc Annual Report 2024
9: Investment return
This note analyses the investment return from the Group’s investing activities.
Year ended Year ended
31 December 31 December
2024 2023
£m £m
Interest and similar income
Loans and advances
4
3
Investments and securities
161
130
Cash and cash equivalents
1
100
86
Total interest and similar income
265
219
Dividend income
386
271
Rental income from investment property
1
1
Total gains on financial instruments mandatorily recognised at fair value through
profit or loss
4,225
3,584
Total net investment return
4,877
4,075
1
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.
Year ended Year ended
31 December 31 December
2024
2023
1
£m £m
Fee and commission expense
1
3
Renewal commission — investment contracts
1
5
6
Fund management fees
1
31
25
Rebates paid
14
15
Other acquisition costs
(2)
Total fee and commission expenses, and other acquisition costs
49
49
1
Fund management fees were presented within Renewal commission on investment contracts in the Group’s 2023 financial
statements and are now presented separately to provide additional information.
10(b): Other operating and administrative expenses
The table below provides further information on other operating and administrative expenses.
Year ended Year ended
31 December 31 December
2024 2023
Notes £m £m
Staff costs
10(c)(i)
312
295
Depreciation charge on right-of-use assets
15
6
7
Depreciation charge on other plant and equipment
15
5
5
Depreciation charge on sublet property
16
1
Amortisation of software development costs
14(a)
2
2
Amortisation of other intangible assets
14(a)
38
38
Impairment of other intangible assets
14(a)
1
Administration and other expenses
327
227
Total other operating and administrative expenses
691
575
Administration and other expenses include project costs and the costs of establishing provisions in
relation to the Ongoing Advice Review 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
Year ended Year ended
31 December 31 December
2024 2023
Note £m £m
Salaries
178
174
Bonus and incentive remuneration
60
48
Social security costs
32
28
Retirement obligations – defined contribution plans
18
18
Share-based payments – equity-settled
28(e)
14
18
Other
10
9
Total staff costs
312
295
10(c)(ii): Employee numbers
Year ended Year ended
31 December 31 December
2024 2023
£m £m
The average number of persons employed by the Group was:
Affluent
1,929
2,008
High Net Worth
934
920
Head Office
126
86
Total average number of employees during the year
2,989
3,014
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Governance Report Other information
141
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
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 Year ended
31 December 31 December
2024 2023
£m £m
Fees payable to the Group auditors and their associates for the audit
of Parent Company and Group consolidated financial statements
1.6
1.5
Fees payable to the Group auditors and their associates for other
services:
Audit of the financial statements of the Group subsidiaries
2.5
1.9
Audit-related assurance services
1.1
1.1
Fees for other assurance services
0.7
0.5
Total Group auditors remuneration
5.9
5.0
10(e): Finance costs
The table below analyses the interest costs on the Group’s borrowings and similar charges, all of which
are measured at amortised cost. Finance costs comprise:
Year ended Year ended
31 December 31 December
2024 2023
£m £m
Term loans and other external debt
1
1
Subordinated debt securities (Tier 2 bond)
17
18
Interest payable on borrowed funds
18
19
Interest expense on lease liabilities
3
3
Total finance costs
21
22
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 32. These costs are excluded from adjusted profit within the Finance costs
adjusting item.
10: Expenses continued
142
Quilter plc Annual Report 2024
11: Tax
11(a): Tax charged
Year ended Year ended
31 December 31 December
2024 2023
£m £m
Current tax
United Kingdom
67
2
Overseas tax
1
Adjustments to current tax in respect of prior periods
(10)
Total current tax charge
58
2
Deferred tax
Origination and reversal of temporary differences
3
52
Effect on deferred tax of changes in tax rates
(3)
Adjustments to deferred tax in respect of prior periods
8
(5)
Total deferred tax charge
11
44
Total tax charged
69
46
Attributable to policyholder returns
95
76
Attributable to shareholder returns
(26)
(30)
Total tax charged
69
46
Policyholder tax
Certain products are subject to tax on policyholdersinvestment 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 years. The remainder of the tax expense is attributed
to shareholder returns.
The Group’s income tax charge was £69 million in 2024 (2023: £46 million tax charge). The income tax
charge 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) has historically been volatile due to timing differences between the
recognition of policy deductions and credits and the corresponding policyholder tax expense, resulting
in the need for significant adjustments to the adjusted profit to remove these distortions. The Group
has made changes to the Group’s unit pricing policy during 2024 relating to policyholder tax charges
which will reduce future volatility in these timing differences. These changes are expected to reduce
the value of adjustments made to future periods adjusted profit, set out in note 7(b)(vii).
Market movements for the year ended 31 December 2024 resulted in investment gains of £342 million
on products subject to policyholder tax. The gain is a component of the total “investment return” gain
of £4,877 million shown in the consolidated statement of comprehensive income. The tax impact of the
£342 million investment return gain is a significant element of the £95 million tax charge attributable
to policyholder returns in 2024 (2023: £76 million charge).
First time recognition of deferred tax assets on tax losses
Within the £11 million total deferred tax charge, the Group has recognised £10 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 31.
Pillar II taxes
Pillar II legislation has been substantively enacted in the UK, introducing a 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 the Group’s financial year beginning 1 January 2024. The Group has applied the
exemption 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 assessment of the exposure to Pillar II income taxes has shown that the majority of the Group’s
profits arise in countries with tax rates above 15%. The position in respect of these rules in each of
the Group’s main territories is summarised below.
UK
The Group has assessed that its Pillar II UK effective tax rate exceeds the 15% minimum rate and
therefore there is no additional liability in relation to the UK.
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), and accordingly no additional tax charge is due 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 10% and therefore a MTT liability of £0.1 million in relation
to Jersey profits arises in the UK during 2024. This does not have a material impact on the Group’s
tax charge.
Jersey, Guernsey and the Isle of Man
The three Crown Dependencies have enacted or are due to enact legislation to introduce a domestic
minimum tax with effect from 1 January 2025. The Group does not therefore expect to pay an additional
local tax in these countries during 2024. The Group expects to pay a MTT in the UK in respect of any
2024 taxable profits arising in these countries (see above).
Ireland
Ireland has introduced a qualifying domestic minimum tax. This has been substantively enacted,
effective for the Group’s financial year beginning 1 January 2024. The Group’s effective tax rate in Ireland
is 19% and therefore no additional tax arises in Ireland in 2024.
Other
The Group has assessed there are no material Pillar II tax charge in any other countries in which it had
a presence during 2024.
Strategic Report
Governance Report Other information
143
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
11(b): Reconciliation of total income tax expense
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:
Year ended Year ended
31 December 31 December
2024 2023
£m £m
Profit before tax
35
88
Tax at UK standard rate of 25% (2023: 23.5%)
9
21
Untaxed and low taxed income
(1)
(1)
Expenses not deductible for tax purposes
1
2
Adjustments to current tax in respect of prior years
(10)
Net movements on unrecognised deferred tax assets
(10)
(29)
Effect of changes in tax rates on deferred tax
(3)
Adjustments to deferred tax in respect of prior periods
8
(5)
Income tax attributable to policyholder returns (net of tax relief)
72
61
Total tax charged to profit or loss
69
46
11(c): Reconciliation of IFRS income tax credit or expense to income tax on adjusted profit
Year ended Year ended
31 December 31 December
2024 2023
Note £m £m
Income tax expense
1
69
46
Tax on adjusting items
Impact of acquisition and disposal-related accounting
10
9
Business transformation costs
7
7
Skilled Person Review
2
Customer remediation exercise
19
Other customer remediation
(1)
1
Finance costs
4
4
Exchange rate movements (ZAR/GBP)
1
Tax adjusting items
Policyholder tax adjustments
7(b)(vii)
(90)
(62)
Other shareholder tax adjustments
2
33
46
Tax on adjusting items
(16)
6
Less: tax attributable to policyholder returns within adjusted profit
3
(5)
(14)
Tax charged on total adjusted profit
48
38
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.
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.
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).
11: Tax continued
144
Quilter plc Annual Report 2024
The bases for the calculation of the Group’s EPS are disclosed in note 5(t).
Year ended Year ended
31 December 31 December
2024 2023
Million Million
Weighted average number of Ordinary Shares
1,404
1,404
Own shares including those held in consolidated
funds and employee benefit trusts
(60)
(54)
Basic weighted average number of Ordinary Shares
1,344
1,350
Adjustment for dilutive share awards and options
48
24
Diluted weighted average number of Ordinary Shares
1,392
1,374
12(b): Basic and diluted EPS (IFRS and adjusted profit)
Year ended Year ended
31 December 31 December
2024 2023
Notes £m £m
(Loss)/profit after tax
(34)
42
Total adjusting items before tax
7(a)
256
155
Tax on adjusting items
11(c)
16
(6)
Less: policyholder tax adjustments
11(c)
(90)
(62)
Adjusted profit after tax
148
129
Year ended Year ended
31 December 31 December
Post-tax profit 2024 2023
measure used Pence Pence
Basic EPS
IFRS profit
(2.5)
3.1
Diluted EPS
1
IFRS profit
(2.5)
3.1
Adjusted basic EPS
Adjusted profit
11.0
9.6
Adjusted diluted EPS
Adjusted profit
10.6
9.4
1
The adjustment for share awards and options would be antidilutive and as such has not been included in the calculation of diluted
EPS in accordance with the requirements of IFRS.
12(c): Headline earnings per share
Year ended 31 December 2024
Year ended 31 December 2023
Gross Net of tax Gross Net of tax
£m £m £m £m
(Loss)/profit
(34)
42
Adjusted for:
– add back of impairment of investments in associates
1
1
– add back of impairment loss on intangible assets
1
1
Headline earnings
(33)
43
Headline basic EPS (pence)
(2.5)
3.2
Headline diluted EPS (pence)
1
(2.5)
3.1
1
The adjustment for share awards and options would be antidilutive and as such has not been included in the calculation of diluted
HEPS in accordance with the requirements of The South African Institute of Chartered Accountants Circular 1/2023.
12: Earnings per share continued
12(a): Weighted average number of Ordinary Shares continued
13: Dividends
Year ended Year ended
31 December 31 December
2024 2023
Payment date £m £m
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
2023
Final Dividend paid — 3.7p per Ordinary Share
28 May 2024
50
2024
Interim Dividend paid — 1.7p per Ordinary Share
23 September 2024
23
Dividends paid to Ordinary Shareholders
73
65
On 5 March 2025, the Group announced a proposed Final Dividend for 2024 of 4.2 pence per Ordinary
Share amounting to £57 million in total. Subject to approval by shareholders at the Annual General
Meeting, the dividend will be paid on 27 May 2025. In compliance with the rules issued by the Prudential
Regulation Authority (“PRA”) in relation to the UK 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 27 May 2025 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.
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Governance Report Other information
145
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
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.
Other
intangible
Goodwill assets Software Total
£m £m £m £m
Gross amount
1 January 2023
306
425
30
761
Disposals
(21)
(21)
31 December 2023
306
425
9
740
Acquisitions through business combinations
1
1
7
8
31 December 2024
307
425
16
748
Accumulated amortisation and impairment losses
1 January 2023
(324)
(24)
(348)
Amortisation charge for the year
(38)
(2)
(40)
Disposals
21
21
Impairment of other intangibles
(1)
(1)
31 December 2023
(363)
(5)
(368)
Acquisitions through business combinations
1
(1)
(1)
Amortisation charge for the year
(38)
(2)
(40)
31 December 2024
(401)
(8)
(409)
Carrying amount
31 December 2023
306
62
4
372
31 December 2024
307
24
8
339
1
Relates to the acquisition of NuWealth Limited as explained in note 6. Total gross amount includes £1 million goodwill and £7 million
software, which consists of £2 million of NuWealth’s net assets and £5 million recognised by the Group on acquisition of the business.
Total accumulated amortisation of £1 million relates to software in NuWealth’s net assets.
14(b): Analysis of other intangible assets and software
31 December 31 December Average Average
2024 2023 estimated period
£m £m useful life remaining
Net carrying value
Other intangible assets
Distribution channels — Quilter Financial Planning
1
2
8 years
< 1 year
Customer relationships
Quilter Cheviot
4
32
10 years
< 1 year
Quilter Financial Planning
12
17
8 years
2 years
Quilter Cheviot Financial Planning
7
10
8 years
2 years
Other
1
7 years
24
62
Software
NuWealth
6
5 years
5 years
Quilter Financial Planning
2
4
5 years
1 year
8
4
Total other intangible assets and software
32
66
14(c): Allocation of goodwill to cash-generating units (“CGUs”) and consideration of the need
for an impairment review
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.
31 December 31 December
2024 2023
£m £m
Goodwill (net carrying amount)
Affluent
224
223
High Net Worth
83
83
Total goodwill
307
306
146
Quilter plc Annual Report 2024
14(c): Allocation of goodwill to cash-generating units (“CGUs”) and consideration of the need
for an impairment review continued
Consideration of the need for an 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 2024 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.
High Net
Affluent Worth
Reduction in forecast cash flows
65%
81%
Percentage point increase in the discount rate
42%
48%
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.
Value-in-use methodology
The cash flows 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, investments, advice
and distribution, and their impact on specific projects and initiatives, estimates and judgements. After
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% (31 December 2023: 2.0%).
The Group uses a single cost of capital (post tax) of 9.0% (31 December 2023: 10.0%) 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 group of CGUs represents. Capital is provided to
the Group predominantly by shareholders with a relatively small amount of debt financing.
15: Property, plant and equipment
Right-of-use Plant and Assets under
assets equipment
construction
3
Total
£m £m £m £m
Gross amount
1 January 2023
131
75
206
Additions
1
2
3
Disposals
(14)
(24)
(38)
Transfer to investment property
1
(13)
(13)
Reclassification
2
(3)
(3)
31 December 2023
102
53
155
Additions
3
4
4
11
Disposals
(7)
(3)
(10)
31 December 2024
98
54
4
156
Accumulated depreciation and impairment losses
1 January 2023
(59)
(35)
(94)
Depreciation charge for the year
(7)
(5)
(12)
Disposals
14
23
37
Transfer to investment property
1
3
3
Reclassification
2
2
2
31 December 2023
(47)
(17)
(64)
Depreciation charge for the year
(6)
(5)
(11)
Disposals
7
3
10
31 December 2024
(46)
(19)
(65)
Carrying value
31 December 2023
55
36
91
31 December 2024
52
35
4
91
1
In 2023, 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.
2
Reclassification of a lease incentive previously presented within Trade, other receivables and other assets to Right-of-use assets
in line with IFRS 16 requirements.
3
The Group recognised £4 million of assets that were under construction at 31 December 2024 (31 December 2023: £nil). These
assets, relating to improvements to leased office property, are expected to be completed and brought into use during 2025.
The carrying value of right-of-use assets at 31 December 2024 relates to £52 million of property leases
(31 December 2023: £55 million).
14: Goodwill and intangible assets continued
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Governance Report Other information
147
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
16: Investment property
In June 2023, the Group entered into a contract to sublet a property to a 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 2024 is £1 million (2023: £1 million). 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.
2024 2023
£m £m
Gross amount
At beginning of the year
10
Transfer from property, plant and equipment
10
At end of the year
10
10
Accumulated depreciation
At beginning of the year
Depreciation
1
(1)
At end of the year
(1)
Carrying value
At end of the year
9
10
1
Depreciation in 2023, being the first year of the sublease arrangement, was immaterial.
16(a): Maturity analysis
Undiscounted cash flows under the sublease are £1 million per annum for each of the four years to the
end of 2028.
17: Investments in associates
The Group has an interest in each of the following associates, all of which are accounted for using the
equity method. None of these associates are market traded. The UK is the country of incorporation and
principal place of business for each associate. All of the material associates have a reporting year ending
31 March.
% of ownership interest
Carrying amount
2024 2023 2024 2023
Associates % % £m £m
Material associate:
Beals Mortgage and Financial Services Limited
35%
12
Immaterial associates
4
2
Total equity-accounted associates
16
2
17(a): Summarised financial information for material associate
The information disclosed reflects the amounts presented in the financial statements of the material
associate and not the Group’s share of those amounts.
31 December
2024
Beals Mortgage and Financial Services Limited £m
Summarised statement of financial position
Total current assets
7
Total non-current assets
3
Total current liabilities
Total non-current liabilities
Net assets
10
Reconciliation to carrying amounts:
Opening net assets at 1 April
9
Profit for the period
1
Dividend paid
Closing net assets at 31 December
10
% of Group share
35%
Group share of closing net assets
4
Notional goodwill
1
8
Carrying amount
12
Summarised statement of comprehensive income
Profit for the period from 1 April to 31 December 2024
1
Total comprehensive income
1
1
The goodwill forms part of the investment in associates balance in the Group’s statement of financial position.
148
Quilter plc Annual Report 2024
17: Investments in associates continued
17(a): Summarised financial information for material associate continued
In 2024, the Group acquired a 35% direct ownership interest in Beals Mortgage and Financial Services
Limited (“Beals) and an equal proportion of the voting rights. Beals is an Appointed Representative
which offers financial advice. For the period to 31 December 2024, Beals had generated revenue of
£3 million. As at 31 December 2024, Beals had no contingent liabilities.
17(b): Summarised financial information for immaterial associates
The Group also has interests in two immaterial associates: 360 Dot Net Limited and Clinton Kennard
Associates Ltd. The Group’s share of profit from these two associates was immaterial for 2023 and 2024.
The aggregate carrying amounts of immaterial associates are disclosed above. In 2024, the Group
recognised £1 million (2023: £nil) impairment for an immaterial associate as the Group could no longer
support the carrying value.
18: Loans and advances
This note analyses the loans and advances the Group has made. The carrying amounts of loans and
advances were as follows:
31 December 31 December
2024 2023
£m £m
Loans to advisers
59
40
Gross loans and advances
59
40
Expected credit loss
(3)
(2)
Total net loans and advances
56
38
To be recovered within 12 months
5
11
To be recovered after 12 months
51
27
Total net loans and advances
56
38
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.
19: 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).
31 December 31 December
2024 2023
£m £m
Government and government-guaranteed securities
171
202
Other debt securities, preference shares and debentures
2,644
2,175
Equity securities
11,034
8,488
Pooled investments
45,510
39,462
Short-term funds and securities treated as investments
1
Other
1
1
Total financial investments
59,360
50,329
The financial investments are recoverable within 12 months, apart from £6 million (2023: £nil) which is
recoverable after 12 months. The financial investments recoverability profile is based on the intention
with which the financial assets are held. The assets held on behalf of policyholders cover the liabilities
for linked investment contracts, all of which can be withdrawn by policyholders on demand.
20: 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 2024 and
31 December 2023 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.
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Governance Report Other information
149
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
21: Categories of financial instruments
The analysis of financial assets and liabilities into 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 22.
The Group’s exposure to various risks associated with financial instruments is discussed in note 38.
31 December 2024
Fair value Non-financial
Mandatorily Designated Amortised assets and
at FVTPL at FVTPL cost liabilities Total
Measurement basis £m £m £m £m £m
Assets
Loans and advances
56
56
Financial investments
59,359
1
59,360
Trade, other receivables and other
assets
370
48
418
Derivative assets
26
26
Cash and cash equivalents
1,215
734
1,949
Total assets that include financial
instruments
60,600
1
1,160
48
61,809
Total other non-financial assets
639
639
Total assets
60,600
1
1,160
687
62,448
Liabilities
Investment contract liabilities
51,758
51,758
Third-party interests in consolidated
funds
8,225
8,225
Borrowings and lease liabilities
275
275
Trade, other payables and other
liabilities
1
399
106
506
Derivative liabilities
53
53
Total liabilities that include financial
instruments
8,278
51,759
674
106
60,817
Total other non-financial liabilities
208
208
Total liabilities
8,278
51,759
674
314
61,025
31 December 2023
Fair value Non-financial
Mandatorily Designated Amortised assets and
at FVTPL at FVTPL cost liabilities Total
Measurement basis £m £m £m £m £m
Assets
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
Total assets that include financial
instruments
51,477
1,210
43
52,730
Total other non-financial assets
615
615
Total assets
51,477
1,210
658
53,345
Liabilities
Investment contract liabilities
43,396
43,396
Third-party interests in consolidated
funds
7,444
7,444
Borrowings and lease liabilities
279
279
Trade, other payables and other
liabilities
1
476
93
570
Derivative liabilities
25
25
Total liabilities that include financial
instruments
7,470
43,396
755
93
51,714
Total other non-financial liabilities
112
112
Total liabilities
7,470
43,396
755
205
51,826
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Quilter plc Annual Report 2024
22: 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 22(b)) provides an
indication of the reliability of inputs used in determining fair value.
22(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 valuations based on discounted cash flows and earnings before
interest, tax, depreciation and amortisation multiples.
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.
22(b): Fair value hierarchy
Fair values are determined according to the following hierarchy:
Description of hierarchy
Types of instruments classified in the respective levels
Level 1 – quoted market prices: financial assets and Listed equity securities, government securities and other
liabilities with quoted prices for identical instruments in listed debt securities and similar instruments that are
active markets. actively traded, actively traded pooled investments, certain
quoted derivative assets and liabilities and investment
contract liabilities directly linked to Level 1 financial assets.
Level 2 – valuation techniques using observable Unlisted equity and debt securities where the valuation
inputs: financial assets and liabilities with quoted prices is based on models involving no significant unobservable
for similar instruments in active markets or quoted data.
prices for identical or similar instruments in inactive Over-the-counter derivatives, certain privately placed
markets and financial assets and liabilities valued using debt instruments and third-party interests in consolidated
models where all significant inputs are observable. funds which meet the definition of Level 2 financial
instruments.
Level 3 – valuation techniques using significant Unlisted equity and securities with significant
unobservable inputs: financial assets and liabilities unobservable inputs, securities where the market is not
valued using valuation techniques where one or more considered sufficiently active, including certain inactive
significant inputs are unobservable. pooled investments.
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.
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Governance Report Other information
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Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
In this context, ‘unobservablemeans 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.
22(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 actively
traded primary market ceases to exist for that financial instrument. A transfer between Level 2 and Level
3 occurs when one or more 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 the year to
31 December 2024 (31 December 2023: £nil).
See note 22(e) for the reconciliation of Level 3 financial instruments.
22(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
the value of linked assets and that of linked liabilities is mainly 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 22(b).
Level 1 Level 2 Level 3 Total
31 December 2024 £m £m £m £m
Financial investments
49,052
10,292
16
59,360
Cash and cash equivalents
1,215
1,215
Derivative assets
26
26
Total financial assets measured at fair value
through profit or loss
50,267
10,318
16
60,601
Third-party interests in consolidated funds
8,225
8,225
Derivative liabilities
53
53
Investment contract liabilities
51,745
13
51,758
Other liabilities
1
1
Total financial liabilities measured at fair value
through profit or loss
51,745
8,279
13
60,037
Level 1 Level 2 Level 3 Total
31 December 2023 £m £m £m £m
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
Derivative liabilities
25
25
Investment contract liabilities
43,372
24
43,396
Other liabilities
1
1
Total financial liabilities measured at fair value
through profit or loss
43,372
7,470
24
50,866
22(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 attributable to the third-party interest
in those 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.
22: Fair value methodology continued
22(b): Fair value hierarchy continued
152
Quilter plc Annual Report 2024
22(e): Level 3 fair value hierarchy disclosure con tinued
The table below reconciles the opening balance of Level 3 financial assets to the closing balance at each
year end:
2024 2023
£m £m
At beginning of the year
33
29
Fair value gains/(losses) credited/(charged) to profit or loss
1
4
(1)
Sales
(17)
(1)
Transfers in
8
27
Transfers out
(12)
(21)
Total Level 3 financial assets at the end of the year
16
33
Unrealised fair value (losses)/gains recognised in profit or loss relating to assets held
at the year end
(3)
2
1
Included in Investment return.
All of the assets that are classified as Level 3 are suspended funds for 2023 and 2024.
Transfers into Level 3 assets in the current year total £8 million (2023: £27 million). This is mainly due
to funds from Level 1 being suspended and moved to Level 3. Suspended funds are valued based on
external valuation reports received from fund managers. Transfers out of Level 3 assets in the current
year of £12 million (2023: £21 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:
2024 2023
£m £m
At beginning of the year
24
25
Fair value gains credited to profit or loss
1
(2)
Transfers in
20
Transfers out
(9)
(21)
Total Level 3 financial liabilities at the end of the year
13
24
Unrealised fair value losses recognised in profit or loss relating to liabilities
at the year end
(2)
1
Included in Investment return.
22(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 22(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% (2023: 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 £2 million (2023: £3 million) to the reported fair value of Level 3 assets,
and £1 million (2023: £3 million) to the reported fair value of Level 3 liabilities, both favourable and
unfavourable.
22(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.
23: 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.
23(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 2023 or 2024.
As at 31 December 2023 and 31 December 2024, 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.
22: Fair value methodology continued
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Governance Report Other information
153
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
23: Structured entities continued
23(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:
31 December 31 December
2024 2023
£m £m
Financial investments
40,599
34,147
Cash and cash equivalents
1,215
1,091
Total Group interest in unconsolidated structured entities
41,814
35,238
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 (2024: £41,814 million; 2023: £35,238 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.
The net assets of the structured entities are equivalent to the AuM value of these funds.
23(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 in the year which have changed the Group’s
conclusion on its approach to the consolidation of funds.
24: Trade, other receivables and other assets
This note analyses total trade, other receivables and other assets.
31 December 31 December
2024 2023
£m £m
Outstanding settlements
202
267
Other receivables
106
76
Accrued interest
8
7
Accrued income
53
49
Other accruals and prepayments
31
33
Contract assets
14
11
Management fees receivable
4
4
Total trade, other receivables and other assets
418
447
To be settled within 12 months
415
446
To be settled after 12 months
3
1
Total trade, other receivables and other assets
418
447
Other receivables mainly relate to trade debtors, tax debtors and other debtors.
There have been no non-performing receivables. Information about the Group’s impairment allowances
in relation to trade receivables are disclosed in note 38(b). None of the receivables reflected above have
been subject to the renegotiation of terms.
25: Contract costs
Contract costs (on investment contracts, asset management services and advice business) 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.
Asset
Investment management
contracts and advice Total
£m £m £m
1 January 2023
7
3
10
New business
1
7
8
Amortisation
(2)
(2)
31 December 2023
6
10
16
New business
3
8
11
Amortisation
(1)
(1)
(2)
Impairment
1
(1)
(1)
31 December 2024
8
16
24
1
The impairment of contract costs resulted from the impairment of specific acquired adviser business assets held within the Affluent
operating segment as the Group could no longer support the carrying value.
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Quilter plc Annual Report 2024
31 December 31 December
2024 2023
£m £m
To be recovered within 12 months
13
6
To be recovered after 12 months
11
10
Total contract costs
24
16
26: Cash and cash equivalents
26(a): Analysis of cash and cash equivalents
31 December 31 December
2024 2023
£m £m
Cash at bank
369
444
Money market funds
1,215
1,091
Cash and cash equivalents in consolidated funds
365
324
Total cash and cash equivalents per statement of cash flows
1,949
1,859
The Group’s management does not consider that the cash and cash equivalents balance arising due to
consolidation of funds of £365 million (2023: £324 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 £1,584 million (2023:
£1,535 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.
26(b): Analysis of net cash flows from operating activities
Year ended Year ended
31 December 31 December
2024 2023
Notes £m £m
Cash flows from operating activities
Profit before tax
35
88
Adjustments for
Depreciation of property, plant and equipment
15
11
12
Depreciation of investment property
16
1
Movement on contract costs
25
(8)
(6)
Amortisation and impairment of intangibles
14
40
41
Fair value and other movements in financial assets
(3,891)
(3,200)
Fair value movements in investment contract liabilities
29
3,153
2,528
Other changes in investment contract liabilities
5,209
2,682
Other movements
41
47
4,556
2,104
Net changes in working capital
Decrease/(increase) in derivatives position
59
(12)
Increase in loans and advances
18
(18)
(4)
Increase/(decrease) in provisions
30
65
(23)
Movement in other assets and other liabilities
(43)
(16)
63
(55)
Taxation paid
(69)
(26)
Net cash flows from operating activities
4,585
2,111
25: Contract costs continued
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155
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
26(c): Cash flows from financing activities is further analysed below:
Liabilities
Equity
1
Borrowings and Changes in
lease liabilities equity Total
Year ended 31 December 2024 £m £m £m
Note 32
Opening balance at 1 January 2024
279
1,519
1,798
Cash flows from financing activities
Liability related:
Finance costs on external borrowings
(18)
(18)
Payment of lease liabilities
(10)
(10)
Equity related:
Dividends paid
(73)
(73)
Exchange rate movements passed to shareholders
(1)
(1)
Repurchase of own Ordinary Shares for use within the Group’s
employee share scheme
(6)
(6)
Cash flows from financing activities
(28)
(80)
(108)
Other changes
External debt interest accrual
18
18
Changes in lease liabilities
6
6
Liability related
24
24
Equity related
(16)
(16)
31 December 2024
275
1,423
1,698
1
Full details of changes in equity are shown in the statement of changes in equity.
Liabilities
Equity
1
Borrowings and Changes in
lease liabilities equity Total
Year ended 31 December 2023 £m £m £m
Note 32
Opening balance at 1 January 2023
290
1,548
1,838
Cash flows from financing activities
Liability related:
Finance costs on external borrowings
(18)
(18)
Proceeds from issue of subordinated and other debt
199
199
Subordinated and other debt repaid
(200)
(200)
Payment of lease liabilities
(12)
(12)
Equity related:
Dividends paid
(65)
(65)
Exchange rate movements passed to shareholders
2
2
Repurchase of own Ordinary Shares under Odd-lot Offer
(14)
(14)
Repurchase of own Ordinary Shares for use within the Group’s
employee share scheme
(15)
(15)
Cash flows from financing activities
(31)
(92)
(123)
Other changes
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
Full details of changes in equity are shown in the statement of changes in equity.
26: Cash and cash equivalents continued
156
Quilter plc Annual Report 2024
27: Ordinary Share capital
At 31 December 2023 and 31 December 2024, 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. All Ordinary
Shares have been called up and fully paid.
All Ordinary Shares issued carry equal voting rights. The holders of the Companys Ordinary Shares are
entitled to receive dividends as declared and are entitled to one vote per share at shareholder meetings
of the Company.
28: Share-based payments reserve
During 2024, 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.
28(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
Contractual Typical
Conditional Dividend life service Performance
Scheme
shares
Options
entitlement
1
(years) (years) (measure)
Quilter plc
Up to 10
3
AP EPS CAGR
2
Performance Share and Relative
Plan Total
Shareholder
Return
Quilter plc
Not less than 3
3
Conduct, Risk
Performance Share & Compliance
Plan Underpins
Quilter plc Share
Typically, 3
3
Reward Plan
Quilter plc
3½ – 5½
3 and 5
Sharesave Plan
3
1
Participants are entitled to dividend equivalents.
2
Adjusted profit earnings per share compound annual growth rate (“CAGR).
3
The Quilter plc Sharesave Plan is linked to a savings plan.
28(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 2024
Year ended 31 December 2023
Weighted Weighted
average average
Number of exercise Number of exercise
Options over Ordinary Shares (LSE) options price options price
Outstanding at beginning of the year
27,895,577
£0.48
17,048,538
£0.63
Granted during the year
8,672,404
£0.31
22,817,549
£0.55
Exercised during the year
(1,849,519)
£0.29
(1,019,420)
£0.00
Expired/forfeited during the year
(1,735,725)
£0.33
(2,946,806)
£0.20
Cancelled during the year
(982,993)
£0.82
(8,004,284)
£1.14
Outstanding at end of the year
31,999,744
£0.44
27,895,577
£0.48
Exercisable at end of the year
Options outstanding at the end of 2024 include 989,097 dividend equivalent shares (2023: 711,184)
relating to current and prior year schemes.
The weighted average fair value of options at the measurement date for options granted during 2024
is £0.76 (2023: £0.32). The weighted average share price at the dates of exercise for options exercised
during the year was £1.10 (2023: £0.95).
The options outstanding at 31 December 2024 have exercise prices of £nil (2023: £nil) for the Quilter plc
Performance Share Plan, and between £0.69 (2023: £0.69) and £1.31 (2023: £1.31) for the Quilter plc
Sharesave Plan, with a weighted average remaining contractual life of 1.9 years (2023: 2.4 years).
28(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:
Year ended Year ended
31 December 31 December
2024 2023
Number of Number of
conditional conditional
Awards of Ordinary Shares (LSE) share awards share awards
Outstanding at beginning of the year
36,400,131
31,021,730
Granted during the year
12,123,597
21,179,290
Exercised during the year
(12,948,064)
(14,314,199)
Expired during the year
(1,062,686)
(1,486,690)
Outstanding at end of the year
34,512,978
36,400,131
Exercisable at end of the year
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157
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
Awards outstanding at the end of 2024 include 3,229,413 dividend equivalent shares (2023: 2,740,711)
relating to current and prior year schemes.
The weighted average fair value of Conditional Share award grants for the year ended 31 December
2024 was £1.05 (2023: £0.84). The weighted average share price at the dates of exercise for awards
exercised during the year was £1.04 (2023: £0.82).
Share awards outstanding at 31 December 2024 have exercise prices of £nil (2023: £nil), with a weighted
average remaining contractual life of 1.0 years (2023: 1.2 years).
28(d): Measurements and assumptions
In determining the fair value of equity-settled share-based awards and the related charge to 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 2024
were as follows:
Weighted Weighted Weighted Weighted Weighted
average average Weighted average average average
share exercise average expected risk-free expected Expected
price price expected life interest dividend forfeitures
Scheme £ £ volatility (years) rate yield per annum
Quilter plc Performance Share
Plan – Share Options (Nil cost
options)
1.12
0.00
34%
2.8
4.1%
0.0%
0%
Quilter plc Performance Share
Plan – Conditional Shares
1.05
0.00
34%
3.0
4.1%
0.0%
4%
Quilter plc Share Reward Plan
– Conditional Shares
1.05
0.00
35%
2.0
4.3%
0.0%
4%
Quilter plc Sharesave Plan
1.14
0.83
33%
3.7
4.1%
4.6%
5%
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.
28(e): Financial impact
The share-based payment reserve of £42 million (2023: £42 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 £14 million (2023:
£18 million). All expenses recognised in the current and prior year arose from equity-settled share and
share option plans.
29: Investment contract liabilities
The following table provides a summary of the Group’s investment contract liabilities:
2024 2023
£m £m
Carrying amount at 1 January
43,396
38,186
Fair value movements
3,153
2,528
Investment income
912
785
Movements arising from investment return
4,065
3,313
Contributions received
8,222
5,358
Withdrawals and surrenders
(3,661)
(3,212)
Claims and benefits
(260)
(245)
Other movements
(4)
(4)
Change in liability
8,362
5,210
Investment contract liabilities at end of the year
51,758
43,396
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 each individual policyholder.
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.
28: Share-based payments reserve continued
28(c): Reconciliation of movements in share grants continued
158
Quilter plc Annual Report 2024
30: Provisions
Customer
remediation Sale of Clawback
exercise Compensation subsidiaries Property and other
provision provisions provision provisions provisions Total
Year ended 31 December 2024 £m £m £m £m £m £m
Balance at beginning of the year
17
3
10
16
46
Charge to profit or loss
76
10
4
90
Used during the year
(5)
(2)
(2)
(6)
(15)
Unused amounts reversed
(8)
(1)
(1)
(10)
Balance at 31 December 2024
76
14
1
7
13
111
Customer
remediation Sale of Property Clawback
exercise Compensation subsidiaries provisions and other
provision provisions provision provisions Total
Year ended 31 December 2023 £m £m £m £m £ £m
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
Customer remediation exercise provision
Based on the results to date of the Skilled Person Review, which is not yet complete, together with other
evidence available, the Group considers that a customer remediation exercise in relation to ongoing
advice will likely be required. As such, a present obligation exists and a provision of £76 million has been
recognised at 31 December 2024 (31 December 2023: £nil) relating to potential remediation following
the review of the delivery of ongoing advice services by the Appointed Representative firms in the
Quilter Financial Planning network. A reasonable estimate of the provision has been determined based
upon a potential customer remediation exercise, whereby the population of customers who are at the
highest likelihood of having not received the expected level of service from their adviser would be
identified. These customers would be invited to join the Review if they believe that they have not
received ongoing advice and if they wish to have their situation reviewed by Quilter. Appropriate and
proportionate redress would be paid to impacted customers. Following the initial draft results of the
statistically reliable representative cohort of customers undertaken by the Skilled Person, together with
other available evidence, the Group has determined a reasonable estimate of a provision for potential
cost to settle the obligation based upon this approach, considering uncertainties and based upon key
assumptions. The draft results from the Skilled Person Review have been extrapolated from their
sample to the population of all customers who paid an ongoing advice charge between 2018 and 2023
(inclusive of both years). An independent expert has reviewed the results of the Skilled Person Review
on a sample basis to determine, based on the available evidence, the cases where the expected level
of service from their adviser may not have been received, and these results have been considered in
determining the provision. An estimate of the response rate of customers to join the Review, and of
the associated administrative costs has been determined based upon experience from previous past
business reviews performed by the Group, and assumptions on the number of customers who may
be subject to the review process.
The provision recognised, based upon the approach described above, includes an estimate of the
refund of ongoing advice charges for customers impacted, interest payable to customers at rates in
line with the Financial Ombudsman Service interest rates, and administrative costs, both internal and
external, to perform the potential customer remediation exercise. Customer redress is expected to be
calculated and paid to relevant customers over a two-year period to December 2026. Of the total £76
million provision outstanding, £33 million is estimated to be payable within one year. Where amounts
are estimated to be payable after 12 months, these payments have been discounted to their present
value. The discount rate used is not a significant estimate given the short time period over which
payments are expected to be made.
The following table presents the potential change to the provision balance at 31 December 2024 as
a result of movements in the key assumptions:
31 December 2024
Increase Decrease
£m £m
Percentage point change in proportion of population where satisfactory service
evidence is unavailable of 10%
16
(16)
Percentage point change in response rate of 10%
14
(14)
Change in administrative costs of 10%
3
(3)
Significant uncertainty exists regarding the scope and method of a potential remediation exercise, which
will be informed by the final results of the Skilled Person Review and follow further discussions with the
FCA, including the customer cohorts to be involved within the Review and the customer and Appointed
Representative firm contact strategies, the proportion of the population of customers charged a fee
where satisfactory evidence of servicing is unavailable, the response rate of customers contacted and
the administrative costs. The financial impact could be materially higher or lower than the amount of
the provision.
Separate to the Skilled Person Review and the related provision for the potential customer remediation
exercise, where the Group’s regular adviser oversight controls have determined, based on the available
evidence, 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.
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Governance Report Other information
159
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
Compensation provisions
At 31 December 2024, compensation provisions total £14 million (31 December 2023: £17 million).
The net reduction of £3 million during the year consists of additional charges to profit or loss of
£10 million, compensation and professional fees payments of £5 million and £8 million release of
unused amounts following further review work completed during the year. Compensation provisions
comprise the following:
Lighthouse pension transfer advice provision of £1 million (31 December 2023: £6 million)
A further review of a sample of Lighthouse DB to DC pension transfer advice cases not relating to the
British Steel Pension Scheme is being conducted by an independent expert to identify any cases of
unsuitable DB to DC pension transfer advice. The review is being conducted under a Group managed
past business review process, and the sample has been selected on a risk-based approach. 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 was increased at 31 December 2023, based upon the suitability
review of cases, and the anticipated number of cases required to be reviewed. Payments of £1 million
were made to customers during 2023. Anticipated costs associated with the redress activity of £2 million
were included within the provision at 31 December 2023.
During 2024, redress payments of £1 million were made to customers, £1 million of professional fees
were paid, and £3 million of the provision related to customer redress was unused and reversed, as a
result of the redress calculations performed for customers being lower than forecast at 31 December
2023, due to changes in the assumptions used to perform the calculations and market movements of
the pension scheme values during 2024. Given that the review is nearing completion, the Group’s
estimate of the remaining liability is expected to be utilised in full and settled within the next 12 months.
Compensation provisions (other) of £13 million (31 December 2023: £11 million)
Other compensation provisions of £13 million include amounts relating to internally conducted past
business reviews, the cost of correcting deficiencies in policy administration systems, including redress,
any associated litigation costs and the related costs to compensate current and former policyholders
and customers. This provision represents management’s best estimate of expected outcomes based
upon past 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 £7 million, included within the balance, has been recognised at 31 December 2024
(31 December 2023: £nil) relating to internally conducted past business reviews of ongoing servicing
within Quilter Financial Planning, as part of the Group’s normal business operations. The estimate of
the provision has been determined for the current status of the past business reviews and redress
estimated based upon an initial analysis of adviser servicing records. Customer redress is expected
to be calculated and paid to relevant customers during 2025.
A provision of £2 million, included within the balance, has been recognised at 31 December 2024 (31
December 2023: £3 million) relating to potentially unsuitable DB to DC pension transfer advice provided
by adviser businesses other than Lighthouse. The estimate of the provision has been updated for the
current status of the past business reviews and redress estimated based upon the Group’s experience
of past business reviews. Customer redress is expected to be calculated and paid to relevant customers
during the first half of 2025.
The Group estimates a reasonably possible change of +/- £4 million from the £13 million balance, based
upon a review of the cases and the range of potential outcomes for the customer redress payments.
Sale of subsidiaries provision
The sale of subsidiaries provision totals £1 million at 31 December 2024 (31 December 2023: £3 million),
and includes the following:
Provisions arising on the sale of Quilter International of £nil (31 December 2023: £2 million)
Quilter International was sold in 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 was complex and covered 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 was 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 was 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 made use of its past experience of previous IT migrations following business disposals.
During the year, £2 million (31 December 2023: £9 million) of the provision related to decommissioning
works has been used, and the project has been completed.
Provision for tax warranty claim £1 million (31 December 2023: £1 million)
This provision is for warranty claims relating to the sale of former subsidiaries. The amount is expected
to be realised within one year.
30: Provisions continued
160
Quilter plc Annual Report 2024
Property provisions
Property provisions total £7 million (31 December 2023: £10 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 cost per square foot. Property provisions are used or released when the
reinstatement obligations are satisfied. The associated asset for the property provisions relating to
the cost of reinstating property is included within Property, plant and equipment.
Of the £7 million provision outstanding, £1 million (31 December 2023: £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 £13 million (31 December 2023: £16 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 the impact of discounting is 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 2024 is £10 million (31 December 2023: £12 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 to the product provider. Reductions to the
provision result from the payment of cash to product providers as refunds or the recognition of
revenue where a portion of the indemnity commission 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 2024, an associated balance of £6 million recoverable from brokers is included within
Trade, other receivables and other assets (31 December 2023: £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 £13 million provision outstanding, £6 million is estimated to be payable within one year
(31 December 2023: £7 million).
31: 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
31 December 31 December
2024 2023
£m £m
Deferred tax assets
115
91
Less: deferred tax liabilities
(96)
(64)
Net deferred tax asset
19
27
31(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:
At beginning Credit/(charge) Credit At end of the
of the year to profit or loss to equity year
2024 £m £m £m £m
Tax losses carried forward
52
24
76
Accelerated depreciation
21
(6)
15
Accrued interest expense and other temporary
differences
16
1
17
Share-based payments
8
1
4
13
Deferred expenses
4
(1)
3
Netted against deferred tax liabilities
(10)
1
(9)
Deferred tax assets
91
20
4
115
At beginning (Charge)/credit Credit At end of the
of the year to profit or loss to equity year
2023 £m £m £m £m
Tax losses carried forward
16
36
52
Accelerated depreciation
21
21
Accrued interest expense and other temporary
differences
31
(15)
16
Share-based payments
7
1
8
Deferred expenses
50
(46)
4
Netted against deferred tax liabilities
(31)
21
(10)
Deferred tax assets
94
(4)
1
91
30: Provisions continued
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Governance Report Other information
161
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
31(a): Deferred tax assets continued
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 30% in profits is the point at
which the carrying amount of deferred tax assets exceeds the recoverable amount.
The movements in unrecognised deferred tax assets note below contain an explanation of 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 2024
31 December 2023
Gross amount Tax Gross amount Tax
£m £m £m £m
Pre-April 2017 UK tax losses
141
35
188
47
Post-April 2017 UK tax losses
5
1
Capital losses
347
87
347
87
Total unrecognised deferred tax assets
1
493
123
535
134
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.
With the exception of any ringfenced pre-acquisition losses which can only be offset against profits of
the same company, the Group has full recognition of deferred tax assets in respect of Post-April 2017
UK tax losses. 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 a further £40 million of Pre-April 2017 UK tax losses in the year in Quilter Investment
Platform Limited. This results in full recognition of these losses 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.
31(b): Deferred tax liabilities
The movement on deferred tax liabilities is as follows:
At Charge/(credit)
beginning to profit Acquisition of At end of
of the year or loss subsidiaries the year
Year ended 31 December 2024 £m £m £m £m
Other acquired intangibles
15
(9)
1
7
Other temporary differences
1
(1)
Investment gains
58
40
98
Netted against deferred tax assets
(10)
1
(9)
Deferred tax liabilities
64
31
1
96
At Charge/(credit)
beginning to profit Acquisition of At end of
of the year or loss subsidiaries the year
Year ended 31 December 2023 £m £m £m £m
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
Movements in deferred tax liabilities
Deferred tax liabilities in relation to investment gains have increased by £40 million (2023: £28 million
increase) due to market movements in the year, as disclosed in note 11.
31(c): Current tax receivables and payables
Current tax receivables and current tax payables at 31 December 2024 were £45 million (2023: £33 million)
and £1 million (2023: £2 million), respectively.
31: Tax assets and liabilities continued
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Quilter plc Annual Report 2024
32: Borrowings and lease liabilities
The following table analyses the Group’s borrowings and lease liabilities:
31 December 31 December
2024 2023
Notes £m £m
Subordinated debt: fixed rate loan at 8.625%
32(a)
198
198
Lease liabilities
32(b)
77
81
Total borrowings and lease liabilities
275
279
32(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 2024 are payable to a number of relationship banks.
In January 2023, the Company issued £200,000,000 8.625% Fixed Rate Reset Subordinated Notes
(due 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 LSE.
In addition, the Group has entered into a £125 million revolving credit facility which remains undrawn
and is being held for contingent funding purposes.
32(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 2024, future undiscounted cash outflows of £nil (2023: £nil) have been included in
the lease liability which will occur beyond termination option dates on none (2023: none) of the Group’s
principal property leases. The lease term is reassessed if an option is exercised or can no longer be
exercised or if the Group becomes obliged to 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.
2024 2023
£m £m
Opening balance at 1 January
81
90
Additions
3
1
Disposals and adjustments to lease liabilities
(1)
Interest charge for the year
3
3
Payment of the interest portion of lease liabilities
(2)
(3)
Payment of the principal portion of lease liabilities
(8)
(9)
Closing balance at 31 December
77
81
To be settled within 12 months
6
6
To be settled after 12 months
71
75
Total lease liabilities
77
81
Maturity analysis — undiscounted
Within one year
10
10
One to five years
38
37
More than five years
45
52
Total lease liabilities — undiscounted
93
99
33: Trade, other payables and other liabilities
31 December 31 December
2024 2023
£m £m
Amounts payable to policyholders
63
82
Outstanding settlements
223
286
Accruals
90
78
Trade creditors
34
46
Other liabilities
96
78
Total trade, other payables and other liabilities
506
570
To be settled within 12 months
505
567
To be settled after 12 months
1
3
Total trade, other payables and other liabilities
506
570
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163
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
34: 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 14 members, 5 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.
34(a): Liability for defined benefit obligations
The IFRS value of the assets and the scheme obligations are as follows:
2024 2023
£m £m
Changes in retirement benefit obligations
Total retirement benefit obligation at 1 January
(26)
(25)
Interest cost on benefit obligation
(1)
(1)
Effect of changes in actuarial financial assumptions
2
(1)
Benefits paid
2
1
Total retirement benefit obligations at 31 December
(23)
(26)
Change in plan assets
Total fair value of scheme assets at 1 January
27
26
Interest income
1
1
Actual return on plan assets
(2)
1
Benefits paid
(2)
(1)
Total fair value of scheme assets at 31 December
24
27
Net asset recognised in statement of financial position
Funded status of plan
1
1
Unrecognised assets
(1)
(1)
Net amount recognised in statement of financial position as at 31 December
Contributions for the year to the defined benefit schemes totalled £nil (2023: £nil), and £1 million was
accrued at 31 December 2024 (2023: £1 million). The Group expects to contribute £nil in the next
financial year (the year to 31 December 2025), based upon the current funded status and the expected
return assumption for the next financial year.
2024 2023
£m £m
Changes in the asset ceiling
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
34(b): Income and expenses recognised
The total pension charge to staff costs for all of the Group’s defined benefit schemes for 2024 was £nil
(2023: £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 (2023: £33 million).
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Quilter plc Annual Report 2024
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 12.0 years (2023: 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:
31 December 31 December
2024 2023
% %
Discount rate
5.5
4.8
Rate of increase in defined benefit funds
3.7
3.6
Price inflation rate (RPI inflation)
3.1
3.0
The mortality assumptions used give the following life expectancy at 65:
Life expectancy at 65 for male Life expectancy at 65 for
member currently female member currently
Mortality table
Aged 65
Aged 40
Aged 65
Aged 40
31 December SPA*A, CMI 2020 with Long-term
2024
improvement 1.5% pa
23.80
25.80
25.30
27.40
31 December SPA*A, CMI 2020 with Long-term
2023
improvement 1.5% pa
23.70
25.70
25.20
27.30
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 2024
31 December 2023
Increase Decrease Increase Decrease
£m £m £m £m
Discount rate (0.5% movement)
(1.2)
1.3
(1.5)
1.6
Inflation rate (0.1% movement)
0.1
(0.1)
0.1
(0.2)
Post-retirement rate of mortality (increase in life
expectancy of one year)
0.7
N/A
0.8
N/A
34(c): Scheme assets allocation
Scheme assets are stated at their fair values. Information on the composition of scheme assets is
provided below:
31 December 31 December 31 December 31 December
2024 2023 2024 2023
% % £m £m
Equity securities
4
1
Debt securities
8
4
2
1
Assets held by insurance company
92
88
22
24
Cash and other assets
4
1
Total fair value of scheme assets
100
100
24
27
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.
34: Post-employment benefits continued
34(b): Income and expenses recognised continued
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Governance Report Other information
165
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
35: 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.
Amounts Net amounts
offset in the reported in
statement the statement
of financial of financial
Gross amounts position position
31 December 2024 £m £m £m
Financial assets
Cash and cash equivalents
1,997
(48)
1,949
Financial liabilities
Trade, other payables and other liabilities — amounts owed to banks
48
(48)
Amounts Net amounts
offset in the reported in
statement the statement
of financial of financial
Gross amounts position position
31 December 2023 £m £m £m
Financial assets
Cash and cash equivalents
1,907
(48)
1,859
Financial liabilities
Trade, other payables and other liabilities — amounts owed to banks
48
(48)
36: 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 30). 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.
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.
Due to the level of estimation required in determining tax provisions, amounts eventually payable may
differ from the provision recognised.
DB to DC pension transfer advice redress
As set out in note 30, a 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, which is expected during the first half of 2025, uncertainty exists as to the
value of total redress that will be payable.
Customers have the legal right to challenge the outcome of the review in respect of their case via
a complaint to the Financial Ombudsman Service. The review is being undertaken by a party who
is independent from the Group and has run a robust process overseen by the FCA. The Financial
Ombudsman Service may uphold further challenges, which may lead to further redress payable
by the Group.
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Quilter plc Annual Report 2024
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.
Complaints, disputes and regulations
The Group is committed to treating customers fairly and remains focused 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, 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.
Ongoing Advice Review
As disclosed in note 30, the Group has recognised a provision for a reasonable estimate of the cost of a
potential customer remediation exercise in relation to ongoing advice. However, until the results of the
Skilled Person Review are finalised and further discussions with the FCA are progressed, there is
significant uncertainty as to the nature, scope and form of any potential future customer remediation
exercise. This includes consideration of the customer cohorts to be involved within a potential customer
remediation exercise, and the customer and Appointed Representative firm contact strategies.
In addition, where redress payments are made to customers, the Group has the ability to seek
appropriate reimbursement from the relevant Appointed Representative firms, who have been unable
to demonstrate that the ongoing advice service paid for by the client was provided. Should the Group
make payments to customers, recompense to the Group can be sought from the relevant Appointed
Representative firm who has benefited from the majority of the revenue recognised over the period of
the servicing agreement. Any reimbursement would not be recognised as an asset until such time as
recoverability became virtually certain, and would only be disclosed, but not recognised, as a contingent
asset if and when a cash inflow becomes probable.
37: 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.
£2 million of capital expenditure is contracted for property refurbishment at 31 December 2024 (2023:
£nil) but not recognised as liabilities.
38: Capital and financial risk management
38(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 £1,423 million (2023:
£1,519 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 UK Solvency II requirements.
36: Contingent liabilities continued
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Governance Report Other information
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Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
38(a)(i): Regulatory capital (unaudited)
The Group is subject to UK Solvency II group supervision by the Prudential Regulation Authority. The
Group is required to measure and monitor its capital resources under the UK Solvency II regulatory
regime. The UK Solvency II regime replaced Solvency II with effect from 31 December 2024 reporting.
Comparative figures for regulatory capital for 2023 are presented on a Solvency II basis.
The Group’s UK life insurance undertaking is included in the Group solvency calculation on a UK
Solvency II basis. Other regulated entities are included in the Group solvency calculation according to
the relevant sectoral rules. The Group’s UK Solvency II surplus is the amount by which the Group’s
capital on a UK Solvency II basis (own funds) exceeds the UK Solvency II capital requirement (solvency
capital requirement or “SCR).
The Group’s UK Solvency II surplus is £851 million at 31 December 2024 (2023: £972 million),
representing an SCR coverage ratio of 219% (2023: 271%) calculated under the standard formula. The UK
Solvency II regulatory position at 31 December 2024 allows for the impact of the recommended Final
Dividend payment of £57 million (2023: £50 million).
The UK Solvency II position as at 31 December 2024 (unaudited estimate) and 31 December 2023 is
presented below:
31 December 31 December
2024
1
2023
2
£m £m
Own funds
1,566
1,540
Solvency capital requirement
715
568
UK Solvency II surplus
851
972
UK Solvency II coverage ratio
219%
271%
1
Filing of annual regulatory reporting forms due by 27 May 2025.
2
As reported in the Group Solvency and Financial Condition Report for the year ended 31 December 2023.
The Group’s own funds include the Quilter plc issued subordinated debt security which qualifies as
capital under UK Solvency II. The composition of own funds by tier is presented in the table below.
31 December 31 December
2024 2023
Group own funds £m £m
Tier 1
1
1,366
1,336
Tier 2
2
200
204
Total Group UK Solvency II own funds
1,566
1,540
1
All Tier 1 capital is unrestricted for tiering purposes.
2
Comprises a UK 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 UK 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 2024, the capital requirements for the Group and its regulated subsidiaries were reported and
monitored through regular Group Financial Risk Management Committee meetings. Throughout 2024,
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.
38(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.
31 December 31 December
2024 2023
Note £m £m
Total external borrowings of the Company
32
198
198
Less: cash and cash equivalents of the Company
(135)
(110)
Total net external borrowings of the Company
63
88
Total shareholders’ equity of the Group
1,423
1,519
Tier 2 bond
32
198
198
Total Group equity (including Tier 2 bond)
1,621
1,717
Ratio of Company net external borrowings to Group equity
0.039
0.051
The Group has complied with the covenant since the facility was originally created in 2018.
38(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.
38: Capital and financial risk management continued
38(a): Capital management continued
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Quilter plc Annual Report 2024
38(a)(iii): Own Risk and Solvency Assessment (“ORSA”) and Internal Capital Adequacy and
RiskAssessment (“ICARA”) continued
In addition to the Group ORSA process, an entity-level ORSA process is performed for Quilter Life &
Pensions Limited, with its results included in the Group ORSA report.
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, Quilter Cheviot Limited and NuWealth 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.
38(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 2024, 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.
Other credit risks
The Group is exposed to financial adviser counterparty risk through a number of loans that it makes to
its financial 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.
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 £56 million (2023: £38 million) and
other receivables subject to lifetime expected credit losses are £268 million (2023: £297 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.
38: Capital and financial risk management continued
38(a): Capital management continued
Strategic Report
Governance Report Other information
169
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
The table below represents the Group’s exposure to credit risk from cash and cash equivalents.
Credit rating relating to cash and cash equivalents
£m
Carrying
31 December 2024
AAA
AA
A
B
<BBB
Not rated
1
value
Cash at amortised cost,
subject to 12-month ECL
73
296
365
734
Money market funds at FVTPL
1,215
1,215
Total cash and cash
equivalents
1,215
73
296
365
1,949
Credit rating relating to cash and cash equivalents
£m
Carrying
31 December 2023
AAA
AA
A
B
<BBB
Not rated
1
value
Cash at amortised cost,
subject to 12-month ECL
63
381
324
768
Money market funds at FVTPL
1,091
1,091
Total cash and cash
equivalents
1,091
63
381
324
1,859
1
Cash included in the consolidation of funds is categorised as not rated (see note 26(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 2023
(1.1)
Change due to change in counterparty balance
(0.4)
Additional impairment in the year
1
(4.3)
31 December 2023
(5.8)
Change due to change in counterparty balance
(0.8)
Change due to change in counterparty credit rating
(0.1)
Additional impairment in the year
(2.4)
Write-offs
0.2
31 December 2024
(8.9)
1
The 2023 additional impairment figure was presented as £1.5 million in the 2023 financial statements and has now been presented
as £4.3 million due to the reclassification of a credit against loan receivables. This reclassification, which had no net impact on loan
receivables, was made in order to ensure comparability between the figures presented for 2023 and 2024.
38(c): Market risk
Market risk is the risk of an adverse change in the level or volatility of market prices of assets or liabilities
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 Group’s requirements for the management of
market risk.
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 the Group 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.
38(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. in respect of
outsourced service providers) 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.
31 December 31 December
2024 2023
Impact on profit after tax and net assets £m £m
Impact of 10% increase in equity
26
26
Impact of 10% decrease in equity
(26)
(26)
38: Capital and financial risk management continued
38(b): Credit risk continued
170
Quilter plc Annual Report 2024
38(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.
31 December 31 December
2024 2023
Impact on profit after tax and net assets £m £m
Impact of 1% increase in interest rates
9
9
Impact of 1% decrease in interest rates
(9)
(9)
38(c)(iii): Foreign currency risk
Foreign currency 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 2024, the Group had limited exposure to foreign currency risk in respect of other currencies due
to its non-UK operations and foreign currency transactions.
38(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.
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 Liquidity Risk Appetite Statement.
During 2024, 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 under
a Group Consolidated Contingent Funding Plan 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 a periodic 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 19.
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 its original
inception in February 2018. The Group entered into a 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 first one-year extension has been exercised
in January 2025 and approved by the bank club. This takes the current expiration date of the
arrangement to January 2030. No drawdown on this facility has been made since its inception.
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 32.
38: Capital and financial risk management continued
38(b): Credit risk continued
Strategic Report
Governance Report Other information
171
Quilter plc Annual Report 2024
Financial statements
Notes to the consolidated financial statements
For the year ended 31 December 2024
38(e): Insurance risk
38(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 occurs 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.
38(e)(ii): Sensitivity analysis
Sensitivity analysis has been performed by applying the following parameters to the financial
statements for 2023 and 2024. 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 (2023: £5 million).
38(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 outsourced service providers and other suppliers, 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.
38(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: Capital and financial risk management continued
172
Quilter plc Annual Report 2024
39: 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 management and
administration. 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.
40: 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.
40(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 Quilter plc. 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.
40(a)(i): Key management personnel compensation
31 December 31 December
2024 2023
£’000 £’000
Salaries and other short-term employee benefits
7,292
7,471
Post-employment benefits
98
83
Share-based payments
4,393
2,650
Termination benefits
365
Total compensation of key management personnel
12,148
10,204
40(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 2024, key management personnel and
their close family members contributed £1 million (2023: £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 £13 million at the end of the year (2023: £11 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.
40(b): Associates
During 2023 and 2024, IT services were provided to the Group by 360 Dot Net Limited, an associate
of the Group. During 2024, Beals Mortgage and Financial Services Limited, and its subsidiary, Clinton
Kennard Associates Ltd became associates of the Group. Beals Mortgage and Financial Services Limited
and Clinton Kennard Associates Ltd are also Appointed Representatives of the Group. Transactions
between the Group and its associates took place in the normal course of business and had no material
impact on the Group’s financial statements.
40(c): Other related parties
Details of the Group’s staff pension schemes are provided in note 34. Transactions between the Group
and the Group’s staff pension schemes are made in the normal course of business.
41: Parent company guarantee audit exemption
The below subsidiary undertakings will apply the parent guarantee audit exemption under section 479A
of the Companies Act 2006 for the purposes of their reporting for the year ended 31 December 2024.
Quilter plc issued the relevant guarantee in relation to the liabilities of these subsidiaries in February 2025.
Company name
Company number
Quilter UK Holding Limited
01752066
Quilter Perimeter (GGP) Limited
02019022
Quilter Perimeter Holdings Limited
03087634
Quilter Perimeter Limited
03456361
42: Events after the reporting date
Final Dividend
Note 13 provides information on the Group’s Final Dividend in respect of 2024.
Strategic Report
Governance Report Other information
173
Quilter plc Annual Report 2024
Financial statements
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 2024 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
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
NuWealth Ltd 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
Quilter Financial Planning Solutions Limited Ordinary 100
Quilter Financial Services Limited Ordinary 100
Quilter Holdings Limited* Ordinary 100
Company name Share class % Held
Quilter Investment Platform Limited Ordinary 100
Quilter Investment Platform Nominees Limited Ordinary 100
Quilter Investors 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
Violet No.2 Limited Ordinary 100
1 More London Place, London, SE1 2AF
Blueprint Distribution Limited (in liquidation – 25 October 2023) Ordinary 100
Blueprint Financial Services Limited (in liquidation – 7 March 2024) Ordinary 100
Blueprint Organisation Limited (in liquidation – 7 March 2024) Ordinary 100
Caerus Capital Group Limited (in liquidation – 7 March 2024) Ordinary 100
Caerus Holdings Limited (in liquidation – 7 March 2024) Ordinary 100
Caerus Wealth Limited (in liquidation – 7 March 2024) Ordinary 100
Caerus Wealth Solutions Limited (in liquidation – 7 March 2024) Ordinary 100
Charles Derby Private Clients Limited (dissolved – 6 February 2025) Ordinary 100
Forward Thinking Wealth Management Limited (dissolved – 6 February 2025) Ordinary 100
IFA Services Holdings Company Limited (in liquidation – 13 October 2023)* Ordinary A 0.2
Ordinary B 99.8
Lighthouse Benefits Limited (dissolved – 2 February 2025) Ordinary 100
Lighthouse Support Services Limited (dissolved – 2 February 2025) Ordinary 100
Lighthouse Wealth Management Limited (in liquidation – 25 October 2023) Ordinary 100
LighthouseXpress Limited (dissolved – 2 February 2025) Ordinary 100
Luceo Asset Management Limited (dissolved – 6 February 2025) Ordinary 100
Quilter Investors Portfolio Management Limited (in liquidation – 7 March 2024)* Ordinary 100
Quilter Perimeter UK Limited (in liquidation – 13 October 2023) Ordinary 100
Think Synergy Limited (in liquidation – 26 March 2024) Ordinary 100
C/O Teneo Financial Advisory Limited, The Colmore Building,
20 Colmore Circus Queensway, Birmingham, B4 6AT
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
* Direct subsidiary undertakings of Quilter plc.
Appendix
For the year ended 31 December 2024
174
Quilter plc Annual Report 2024
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 – associates
12-14 Upper Marlborough Road, St Albans, Hertfordshire, AL1 3UR
360 Dot Net Limited Ordinary A 25.5
Unit 1 Fulcrum, 2 Solent Business Park, Whiteley, Fareham, Hampshire,
PO15 7FN
Beals Mortgage and Financial Planning Services Limited Ordinary 35.0
Clinton Kennard Associates Ltd Ordinary 35.0
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). The funds are consolidated as part of the Group’s financial statements based on the
Group’s holding and in accordance with the requirements of IFRS that may not be regarded as part of
the Group for other purposes.
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 66
Quilter Investors Asia Pacific (ex Japan) Equity Fund A 67
Quilter Investors Asia Pacific (ex Japan) Large-Cap Equity Fund A 65
Quilter Investors Asia Pacific Fund A 69
Quilter Investors Bond 3 Fund B 97
Quilter Investors China Equity Fund A 48
Quilter Investors Cirilium Adventurous Blend Portfolio A 35
Quilter Investors Cirilium Adventurous Portfolio A 42
Quilter Investors Cirilium Adventurous Passive Portfolio A 51
Quilter Investors Cirilium Balanced Passive Portfolio A 44
Quilter Investors Cirilium Balanced Portfolio A 33
Quilter Investors Cirilium Conservative Blend Portfolio A 37
Quilter Investors Cirilium Conservative Passive Portfolio A 41
Quilter Investors Cirilium Conservative Portfolio A 37
Quilter Investors Cirilium Dynamic Blend Portfolio A 38
Quilter Investors Cirilium Dynamic Passive Portfolio A 46
Quilter Investors Cirilium Moderate Passive Portfolio A 44
Quilter Investors Corporate Bond Fund A 76
Quilter Investors Creation Adventurous Portfolio A 39
Quilter Investors Creation Balanced Portfolio A 32
Quilter Investors Creation Conservative Portfolio A 28
Quilter Investors Creation Dynamic Portfolio A 31
Quilter Investors Creation Moderate Portfolio A 31
Quilter Investors Dynamic Bond Fund A 67
Quilter Investors Diversified Bond Fund A 64
Quilter Investors Emerging Markets Equity Fund A 78
Quilter Investors Emerging Markets Equity Growth Fund A 64
Quilter Investors Emerging Markets Equity Income Fund A 68
Quilter Investors Europe (ex UK) Equity Fund A 63
Quilter Investors Europe (ex UK) Equity Growth Fund A 66
Quilter Investors Europe (ex UK) Equity Income Fund A 68
Quilter Investors Global Equity Absolute Return Fund A 66
Quilter Investors Global Equity Value Fund A&B 74
Quilter Investors Investment Grade Corporate Bond Fund A&B 57
Quilter Investors Japanese Equity Fund A 65
Appendix A: Related undertakings continued
175
Quilter plc Annual Report 2024
Strategic Report
Governance Report Other informationFinancial statements
Fund name Share class % Held
Quilter Investors Monthly Income & Growth Portfolio A&B 44
Quilter Investors Monthly Income Portfolio A&B 43
Quilter Investors Natural Resources Equity Fund A 64
Quilter Investors North American Equity Fund A 67
Quilter Investors Precious Metals Equity Fund A 65
Quilter Investors Sterling Corporate Bond Fund A&B 76
Quilter Investors Sterling Diversified Bond Fund A&B 63
Quilter Investors Timber Equity Fund A 68
Quilter Investors UK Equity Fund A 67
Quilter Investors UK Equity 2 Fund A 100
Quilter Investors UK Equity Growth Fund A 61
Quilter Investors UK Equity Income Fund A 67
Quilter Investors UK Equity Large-Cap Income Fund A&B 63
Quilter Investors UK Equity Opportunities Fund A 64
Quilter Investors US Equity Growth Fund A 72
Quilter Investors US Equity Income Fund A 66
Quilter Investors US Equity Small/Mid-Cap Fund A 63
C/o Investment Fund Services Limited, Marlborough House,
59 Chorley New Road, Bolton, BL1 4QP
IFSL Titan Square Mile Alternative Strategies A 79
IFSL Titan Square Mile Global Equities A 78
IFSL Titan Square Mile International Fixed Interest A 80
IFSL Titan Square Mile UK Equity A 75
C/o Margetts Fund Management Limited, 1 Sovereign Court,
Graham Street, Birmingham, B1 3JR
MGTS Aequitas Defensive A 71
MGTS Progeny Systematic ProFolio 40 A 59
Prima Cautious A 73
Appendix A: Related undertakings continued
Notes
31 December
2024
£m
31 December
2023
£m
Non-current assets
Investments in subsidiary undertakings
3 2,187 2,162
Loans and advances
4 487 486
Deferred tax assets
5 26 23
Total non-current assets 2,700 2,671
Current assets
Current tax assets 4 10
Other receivables and other assets
6 9 6
Cash and cash equivalents
7 135 110
Total current assets 148 126
Current liabilities
Other payables
10 4 4
Total current liabilities 4 4
Net current assets 144 122
Non-current liabilities
Borrowings
9 199 202
Total non-current liabilities 199 202
Net assets 2,645 2,591
Equity
Ordinary Share capital 115 115
Ordinary Share premium reserve 58 58
Capital redemption reserve 346 346
Merger reserve
8 1,359 1,359
Share -based payments reserve 41 42
Retained earnings (including profit for the financial year of £104 million
(2023: £99 million)) 726 671
Total equity 2,645 2,591
Approved by the Board of Quilter plc on 5 March 2025.
Steven Levin
Chief Executive Officer
Mark Satchel
Chief Financial Officer
Company registered number: 06404270.
Company statement of financial position
At 31 December 2024
Appendix
For the year ended 31 December 2024
176
Quilter plc Annual Report 2024
For the year ended 31 December 2024
Ordinary
Share
capital
£m
Ordinary
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Share-
based
payments
reserve
£m
Retained
earnings
£m
Total
share-holders’
equity
£m
Balance at 1 January 2024 115 58 346 1,359 42 671 2,591
Profit for the year 104 104
Total comprehensive income 104 104
Dividends
1
(73) (73)
Exchange rate movement (ZAR/GBP)
2
(1) (1)
Equity-settled share-based payment transactions (1) 25 24
Total transactions with the owners of the Company (1) (49) (50)
Balance at 31 December 2024 115 58 346 1,359 41 726 2,645
For the year ended 31 December 2023
Ordinary
Share
capital
£m
Ordinary
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Share-
based
payments
£m
Retained
earnings
£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
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 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.
Company statement of changes in equity
For the year ended 31 December 2024
177
Quilter plc Annual Report 2024
Strategic Report
Governance Report Other informationFinancial statements
177
Notes to the financial statements of the Company
For the year ended 31 December 2024
1: General Information
Quilter plc (the “Company) is a public limited company, limited by shares, 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 2024 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. Quilter’s employee
benefit trusts are regarded as separate reporting entities and therefore their assets, liabilities, income
and expenses are excluded from the standalone financial statements of the Company.
The format of the statement of financial position has been changed for 2024 reporting to present
subtotals for current and non-current assets and for current and non-current liabilities. This change
hasbeen made in order to provide additional information within the primary statements and to ensure
consistency with schedule 1 of the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008. The prior yearfigures in respect of 2023 have been re-presented in the new
format to ensure comparability.
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 Companys 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 Companys 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 the relevant accounting standards and guidance to make predictions
about future actions and events. Actual results may differ significantly from those estimates.
There are no critical accounting estimates or judgements for the year to 31 December 2024.
Other accounting judgements
Area 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. Management does not consider Quilter Investors Limited’s
gross cash inflows to be largely independent of those of Quilter Holdings
Limited, primarily because of the nature of the ongoing relationship between
a substantial proportion of Quilter Investors Limited’s customers with the
Quilter Investment Platform and Quilter Financial Planning businesses,
both of which are subsidiaries of Quilter Holdings Limited. The investments
in Quilter Holdings Limited and Quilter Investors Limited are therefore
considered together for the purpose of the Parent Company’s impairment
assessment, rather than at the individual subsidiary level.
This judgement is not representative of a critical accounting judgement in
2024 since in the current year, the estimated discounted future cash flows
at a subsidiary level do not indicate that an impairment is required, and
therefore applying this judgement does not have a significant effect on the
amounts recognised in the financial statements.
3
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.
178
Quilter plc Annual Report 2024
178
3: Investments in subsidiary undertakings
Investments in subsidiaries are stated at cost, less impairment in value. All shares held are Ordinary
Shares.
2024
£m
2023
£m
Balance at the beginning of the year 2,162 2,150
Investment in subsidiary undertakings 14
Investment in subsidiary undertaking in relation to share-based payments 25 1
Impairment of subsidiary undertakings (3)
Balance at the end of the year 2,187 2,162
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. Under these arrangements, the subsidiaries receive services from
employees that are paid for by Quilter plc, thereby increasing the investment that Quilter plc holds
inthose subsidiaries. Quilter plc recognises the equity settled share based payment in equity, with a
corresponding increase 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.
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 2023, in preparation for Quilter Investors Portfolio Management Limited being 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.
2024 impairment to investment in subsidiary
In both 2023 and 2024, there were no other impairments required to the Company’s subsidiaries.
4: 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
2024
£m
31 December
2023
£m
Loans to subsidiary undertakings 487 486
Total net loans and advances 487 486
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.
5: 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 2023 4 4
Credit to profit or loss 19 19
Assets at 31 December 2023 23 23
Credit to profit or loss 3 3
Assets at 31 December 2024 26 26
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
Companys 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 demonstrates headroom in the recoverable amount of the deferred tax asset over
the taxable profits contained within the business plan period. The impacts of a 20% decrease in
profitability have been assessed and do not give rise to concerns over recoverability.
179
Quilter plc Annual Report 2024
Strategic Report
Governance Report Other informationFinancial statements
179
Notes to the financial statements of the Company
For the year ended 31 December 2024
Unrecognised deferred tax assets
The amounts for which no deferred tax asset has been recognised comprises:
31 December 2024 31 December 2023
Gross amount
£m
Tax
£m
Gross amount
£m
Tax
£m
Pre-April 2017 UK tax losses 16 4 16 4
Total unrecognised deferred tax assets 16 4 16 4
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.
6: Other receivables and other assets
The note analyses total other receivables and other assets.
31 December
2024
£m
31 December
2023
£m
Due from subsidiary undertakings 8 6
Other receivables 1
Total other receivables and other assets 9 6
All amounts due from Group companies are unsecured, interest-free and settled on demand. Other
receivables are current, interest-free and recognised at amortised cost. The Directors consider that the
carrying amount of other receivables approximate their fair value.
7: Cash and cash equivalents
31 December
2024
£m
31 December
2023
£m
Cash at bank 8 9
Money market funds 127 101
Total cash and cash equivalents per the statement of financial position 135 110
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.
8: Merger reserve and retained earnings
There have been no changes to the merger reserve during 2024 (2023: no changes).
Within retained earnings, as at 31 December 2024, there is an amount of £21 million (2023: £21 million)
relating to a partial reversal, in 2022, of an impairment made in an earlier period. The Company
considers this amount to be non-distributable.
9: Borrowings
31 December
2024
£m
31 December
2023
£m
Subordinated debt
Subordinated loan at 8.625% 199 198
Funding — intercompany payables 4
Total borrowings 199 202
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 10.25-year Tier 2 bond with a one-time issuer call option after
5.25years 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 £199 million
at31 December 2024 (2023: £198 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 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.
10: Other payables
31 December
2024
£m
31 December
2023
£m
Accruals 4 4
Total other payables 4 4
Accruals are current and short term i.e. repayable within one year.
5: Deferred tax assets continued
180
Quilter plc Annual Report 2024
180
Other information
Shareholder information 182
Alternative performance measures 186
Glossary 188
11: 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 40 to the Group’s financial statements for further information.
Other related party transactions
There were no other related party transactions to disclose for 2023 or 2024 other than those
referencedin note 40 to the Group’s financial statements.
12: Loan covenants
Under the terms of the revolving credit facility, the Company is required to comply with certain
financialcovenants. Note 38 to the Group’s financial statements contains further information
relatingtothe facility.
13: 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42tothe Group’s financial statements.
Strategic Report
Governance Report Other informationFinancial statements
181
Quilter plc Annual Report 2024
181
Governance Report Other informationFinancial statements
Shareholder information
Information for all shareholders
2025 key dates
The key dates for shareholders are:
8 April 2025 Last day for shares to trade cum dividend in South Africa
9 April 2025 Shares start trading ex-dividend in South Africa
10 April 2025 Shares start trading ex-dividend in the UK
11 April 2025 Final Dividend Record Date – shareholders on the register are
eligible for the Final Dividend
22 May 2025 Annual General Meeting (“AGM) at 11:00am (UK time)
27 May 2025 Final Dividend Payment Date
6 August 2025 Publication of 2025 half year results, including any information
regarding the Interim Dividend
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 4.2 pence per share. Subject
toshareholder approval at the AGM, the Final Dividend will be paid on Tuesday 27 May 2025 to
shareholders on the share register on Friday 11 April 2025.
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 Final and
Interim 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 – shareholders on the UK share register
Quilter only pays dividends to shareholders on the UK share register by direct credit. Paying
dividends straight into your bank or building society account is a safer, quicker and easier way for
shareholders to receive their dividends. 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 185 and they will send a form to you for completion.
If you have any questions, please contact Equiniti using the contact details on page 185.
Dividends – shareholders on the South African share register
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 185.
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 185.
182
Quilter plc Annual Report 2024
Quilter 2025 AGM
AGM key dates
The key AGM dates for shareholders are:
16 May 2025
By no later than 5:00pm (UK time)
Written shareholder questions to be received by the Company
Secretary
20 May 2025
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
22 May 2025
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 2025 AGM to be held at 11:00am (UK time) on
Thursday 22 May 2025 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.
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
Southwark Bridge
Blackfriars Bridge
A201
River Thames
Shakespeare’s Globe
Tate Modern
St Paul’s Cathedral
City of London School
Senator House
Asking a question
You can 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@ q uilter.com by 5:00pm (UK time)
on Friday 16 May 2025. 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
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
companysecre tary@quilter.com to request your individual secure dial in details. Requests must be
received no later than 11:00am (UK time) on Tuesday 20 May 2025. 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 Stock Exchange and Johannesburg
Stock Exchange on Thursday 22 May 2025 as soon as practical after the AGM and will be published on
our GM Hub at p lc.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
2025 Notice of AGM which is available at plc.quilter.com/gm.
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.
Strategic Report
Governance Report
183
Quilter plc Annual Report 2024
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 185.
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 primary 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 investorcent re.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:
By email
Write to investorenquiries@jseinve storservice s.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 185 and ask for your email and
mobile number to be recorded.
Shareholder information continued
184
Quilter plc Annual Report 2024
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
185
Quilter plc Annual Report 2024
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
118to 121. 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 in note 7(a) 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.
APM Definition
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.
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.
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Quilter plc Annual Report 2024
APM Definition
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.
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.
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 and by segment on
page 32.
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.
APM Definition
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.
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
187
Quilter plc Annual Report 2024
Financial statements
Other information
Glossary
Term Definition
Affluent Quilter’s business operations which provide solutions for customers with at
least £50,000 of assets to invest
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 186
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
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 187
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
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
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 UK
Solvency II
SMCR Senior Managers and Certification Regime
Standard Formula The regulatory formula used to determine capital requirements for insurance
entities under UK 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
Total Shareholder Return
(“TSR”)
The difference between the opening and closing share price over the period,
plus any dividends paid during that period. Performance shown for Quilter
astraded on the London Stock Exchange
UK Solvency II The Solvency II capital regime as it applies in the United Kingdom
188
Quilter plc Annual Report 2024
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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
Quilter plc Annual Report 2024