![]() ## Brighter financial futures ## for every generation #### Quilter plc Annual Report 2024 ![]() Strategic Report 2024 highlights 1 Chair’s statement 2 Chief Executive Officer’s 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 ![]() ### Chair’s 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 Officer’s 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 clients’ needs. 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 Quilter’s operations on the community and the environment; – the desirability of the Company maintaining areputation for high standards of business conduct; and – the need to act fairly for all our members. #### Building Quilter to deliver #### long-term success for all our #### stakeholders To ensure that Quilter achieves its purpose – 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. #### Quilter’s 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 Quilter’s 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 voice” awarded 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 Quilter’s 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 Company’s 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 Quilter’s 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 Quilter’s 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. Quilter’s 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% #### Seniormanagement 1 45% 55% #### Allcolleagues #### 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. Quilter’s 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. Quilter’s 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 Quilter’s 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 Authority’s 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 Quilter’s 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 ![]() #### Quilter’s 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 #### Quilter’s 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. Quilter’s 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 Quilter’s 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 Quilter’s 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 Quilter’s 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 Quilter’s 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 Quilter’s 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. Quilter’s principles of internal control (covering financial, operational and compliance areas) are tomaintain: – clearly defined delegated authorities; – clearly defined lines of responsibility; – robust recording and reporting of transactions to support the financial statements 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. Quilter’s Risk Appetite Framework supports the delivery of Quilter’s strategy and Business Plan with risk appetite playing a central role in informing decision making across the Group. Every year, the Board considers the longer-term viability of the Group by reviewing the three-year Business Plan, the Own Risk and Solvency Assessment (“ORSA”) and the Internal Capital Adequacy and Risk Assessment (“ICARA”) for theGroup. The three-year 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 Directors’ Remuneration 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 ### Chair’s 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 Company’s Annual General Meeting. The skills and experience and how our Directors contribute to the long-term sustainable success of the Company are set out in their biographies on the following pages. 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 business’ sustainability 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 Quilter’s 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 Quilter’s 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 Company’s Articles of Association, the Board may authorise conflicts of interest. Directors are required to declare any potential or actual conflicts of interest that could interfere with their ability to act in the best interests of Quilter. The Company Secretary maintains a Conflicts of Interest Register, which is reviewed by the Board and the 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 Quilter’s 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 Quilter’s strategic priorities, target culture and the requirements of the Consumer Duty. The Committee was satisfied that, based on the Chief Internal Auditor’s 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 management’s 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 Quilter’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s strategy. Base salaries are normally paid in equal monthly instalments during the year and reviewed annually with increases usually effective 1 April. In reviewing base salaries, the Committee takes into account anumber of factors, 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 Director’s 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 Company’s 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. Strategic Report Other information 83 Quilter plc Annual Report 2024 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 Company’s 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 Company’s 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 Company’s 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. 84 Quilter plc Annual Report 2024 ![]() #### 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 Company’s 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. Strategic Report Other information 85 Quilter plc Annual Report 2024 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. 86 Quilter plc Annual Report 2024 ![]() #### 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 Company’s 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 Company’s 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 Strategic Report Other information 87 Quilter plc Annual Report 2024 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months’ notice. 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. 88 Quilter plc Annual Report 2024 ![]() #### 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. Strategic Report Other information 89 Quilter plc Annual Report 2024 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 Company’s 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. 90 Quilter plc Annual Report 2024 ![]() #### 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 Company’s 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%)