Chairman’s statement

Introduction

2020 has been a year unlike any other. Not since the 1918 Spanish flu has the world experienced a global health pandemic on the scale of COVID-19. The resulting lockdown measures and restrictions on travel and social activity have led to a global economic downturn of a scale not seen since the 1929 Great Depression. The developed world’s response to the crisis has involved unparalleled monetary and fiscal stimulus both in terms of the amount and speed of the response. Equity markets experienced one of the sharpest bear markets on record followed by an extraordinary rally based on the economic stimulus measures and expectation of effective vaccines and their global roll-out.

These events presented a severe shock and unprecedented challenges across the world.

The immediate challenges for Quilter from these events were threefold:

1. To protect the health and wellbeing of our staff as they shifted to working from home.
2. To ensure continuity of service to advisers and end customers notwithstanding the move to home working and thereby maintain operational resilience.
3. To protect the financial health of the business faced with uncertainty as to the longevity of events and how much worse things could get.

In various parts of this Annual Report, we comment in some detail on how we responded to each of these challenges. I want to provide my own perspective and overview.

Our executive team did an excellent job in rapidly rolling out the technology to facilitate home working and to modify our processes and controls. This included increased digitalisation and heightened data and cyber security controls. These changes allowed us to meet our second challenge – providing continuity of customer service and operational resilience throughout our business. Across Quilter our staff have done a magnificent job to adapt to the new environment. We recognised early on that for many staff home working would be difficult and potentially stressful. Strong support services were put in place to assist.

In reference to the financial health of the business – we were focused on our balance sheet strength and on our capacity to generate cash and profits. We had implemented prudent capital and cash policies at Listing, and our strengths in both areas served us well going into the crisis.

Our cash resources were further strengthened as we received the proceeds of the sale of Quilter Life Assurance at the end of 2019. As a wealth manager, long-term customer relationships are at the heart of our business model. This gives rise to annuity income which helped underpin our profitability despite the impact of market volatility and the downturn in investor sentiment to invest new monies. Actions to curtail costs and cut back on discretionary spend, including not undertaking a number of small potential acquisitions, have further helped defend profitability and cash resources. Overall, while our profitability for 2020 is down on 2019 and the plans we had at the beginning of the year, it is nevertheless a very respectable outcome in the circumstances. Our financial strength has allowed us to continue to pay dividends and to return the proceeds of the Quilter Life Assurance sale in a phased share buyback programme. I also note Quilter has not furloughed any staff or received any UK Government assistance.

At the same time as addressing the above wholly unexpected challenges, I am pleased to note that we continued to execute on many key change projects. The highest profile of these projects was our Platform Transformation Project (“PTP”). This project completed successfully in February 2021 with the final migration. More details on the implementation of this project are featured later in this report.

Quilter International

In December 2020, we announced the Board had begun a strategic review of the Isle of Man-based Quilter International business. The strategic options range from a decision to retain the business through to a disposal. This review has made considerable progress but is ongoing. We continue to note that if a disposal were to be decided upon, there is no certainty that any potential transaction will be concluded. The Board expects that it will be able to update the market on the outcome of the strategic review in the first half of 2021.

Lighthouse

The Board was very disappointed to receive customer complaints in respect of British Steel Pension Scheme (“BSPS”) defined benefit transfers undertaken by Lighthouse prior to its acquisition by Quilter. In March 2020, therefore, the Board established a Committee to review the due diligence process in relation to the acquisition and in particular why it did not properly address the risk of potential unsuitable advice regarding these defined benefit transfers. An external law firm, Allen & Overy LLP, were commissioned to assist the Committee by carrying out a detailed review. Their work has led to changes to strengthen our acquisition and disposal processes.

Shareholder returns and dividend

In 2020 Quilter delivered a total shareholder return of (0.9%). This is down considerably on the 42% return achieved in 2019 but is wholly explained by the impact of events in 2020 and that unlike other developed markets, both the FTSE-100 and the FTSE-250 failed to recover their starting positions at 1 January 2020 by year end. The return compares well with our peer group and the UK market with the FTSE-100 and FTSE-250 delivering a total return of (11.5%) and (4.6%) respectively.

The £375 million share buyback programme which we announced with our 2019 Full Year results continued over the course of the year. By the end of December 2020, we had spent £153 million to acquire 118 million shares at an average price of 129 pence. Our share buyback programme reduced the shares in issue by c.6%, providing a 0.2 pence accretive impact to Quilter’s earnings per share. Further accretive impacts will be seen in 2021 as we continue with the share buyback programme.

We also completed the planned Odd-lot Offer which provided an inexpensive and convenient way for our retail shareholders who held fewer than 100 shares to exit their modest shareholdings. In aggregate, over 200,000 shareholders participated in the Odd-lot Offer, resulting in our shareholder register nearly halving in number at a cost of £21 million, representing a purchase price of 120 pence per share. These shares were transferred into the Quilter Employee Benefit Trust for use in satisfying future staff share awards in a non-dilutive manner.

The Board is pleased to recommend a final dividend of 3.6 pence for 2020 which, together with the interim dividend of 1.0 pence per share paid in September 2020, takes the proposed full year dividend to 4.6 pence. This represents progression up our dividend pay-out target range. After excluding the component of the 2019 dividend which was effectively a return of capital from the Quilter Life Assurance proceeds, the underlying dividend increase is 15%.

The dividend will be paid on 17 May 2021, subject to shareholder approval at our 2021 Annual General Meeting on 13 May 2021, to shareholders who are on the share register on 9 April 2021.

Board

Over the course of 2020, we saw some Board rotation. As previously advised, Cathy Turner and Suresh Kana stood down from the Board at the conclusion of the 2020 AGM. We welcomed Tim Breedon to the Board in June 2020. Tim brings a unique blend of experience and expertise as a former CEO in a FTSE-100 savings and pensions business, and as a seasoned Non-executive Director in both a FTSE-100 company and private equity-backed businesses. He brings a deep understanding of UK regulated financial services, corporate governance in UK public companies, effective Board challenge and support in building a sustainable business for the long term. We are delighted to have an individual of Tim’s calibre and background with extensive knowledge of the long-term savings industry join the Board.

Jon Little took on a new role in early 2020 which meant he was unable to continue to commit the required time to his independent Non-executive Director role with Quilter. As a consequence, he stepped down from the Quilter Board on 30 September 2020. We thank Jon for all his support since joining the Board ahead of our Listing. His valued insights into the wealth management industry were very informative as we reshaped our business. We all wish him well in his future endeavours.

I am delighted that Tazim Essani has agreed to join the Quilter Board with effect from 9 March 2021. Tazim has a strong background in strategy, corporate development and mergers and acquisitions gained with Close Brothers, Santander UK and GE Capital. Tazim’s skills and experience will add considerably to the Board’s deliberations.

Following an externally facilitated Board effectiveness review in 2019, the Senior Independent Director, Ruth Markland, conducted a lighter touch review in 2020 to cover the performance of the Board, individual Board members and each of its Committees. The review concluded that the Board and its Committees continue to be fully effective in the discharge of their responsibilities but did identify a small number of areas for improvement. An action plan to address those areas of focus was agreed by the Board in November 2020 and the Board Corporate Governance and Nominations Committee is monitoring the delivery of that plan.

Governance and culture

We recognise the importance of a healthy culture within a business to ensure successful delivery of strategic ambition. Your Board takes an active role in shaping Quilter’s culture and is encouraged by our Executive team’s concerted efforts in 2020 to drive greater inclusion and diversity across the organisation.

Managing a business responsibly is key to an organisation’s long-term success and for Quilter that includes being a responsible investor. We recognise the role of investors, along with other parts of the economy, in supporting the transition to a low carbon economy – vital for the long-term prosperity of us all. Quilter is taking a proactive approach to embedding ESG considerations across the whole value chain of our business.

Despite the logistical constraints imposed by COVID-19, Quilter has continued to maintain a high level of engagement with existing and prospective shareholders this year. Overall engagement in 2020 has been broadly unchanged on 2019, albeit this year’s engagement has been almost entirely in a virtual environment making use of digital technologies. In early 2020, I met with our largest shareholders in South Africa, in person. In January 2021 both our Senior Independent Director and I hosted virtual meetings with our largest shareholders covering topics including corporate governance and executive remuneration.

Looking ahead

We look forward to 2021 with confidence and the expectation of a strong global economic recovery. However, we recognise considerable external risks remain – particularly new variants of COVID-19, the pace of global vaccination roll-outs, the uncertain path of global economic recovery, dealing with high public debt levels, possibly higher inflation, rising interest rates in due course, and finally the reaction of equity markets to all these issues – especially as nearly all global market indices, with the exception of the UK at the time of writing, are at all-time highs.

Notwithstanding the unprecedented external shocks, 2020 was a year of strong progress for Quilter, and one in which we demonstrated the resilience of our business model and balance sheet in challenging times. Our people have risen to the challenge of new working arrangements while remaining focused on achieving good outcomes for our customers. Our Executive team proved to be agile and resilient in the face of adversity.

On behalf of the Board, I would like to thank our management team and all our colleagues for their effort, focus and commitment to achieving our goals in what has been a uniquely challenging year. Thank you also to our shareholders for your continued support.