Conflict of Interest Management Policy

Introduction.

Purpose.

We are a focused multinational corporation and are driven by the maxim of creating sustainable value for all our stakeholders and offer our global customer base integrated business solutions backed by leading international brands.

What sets us apart is our ability to develop and maintain mutually beneficial long-term business relationships. To do this effectively our actions must be open to scrutiny by clients, potential clients and in some cases members of the public.

Consequently, there has to exist a duty of loyalty and fidelity by management and staff who have the responsibility of administering our affairs honestly and prudently, and of exercising their best care, skill and judgment for the sole benefit of clients. Those persons must exercise the utmost good faith in all transactions involved in their duties, and they must not use their positions within the company or knowledge gained thereby for their personal benefit. The interests of our clients and the integrity of the Financial Services Industry must be the first priority in all decisions and actions.

Persons Concerned.

For the purpose of this document, the term employee includes Directors, Managers and all permanent staff as well as contract staff who can influence the actions of others. For example, in addition to those of our staff who have direct dealings with clients and recommend products to them, this would include all who make purchasing decisions and anyone who has proprietary information concerning a client.

Areas in which conflicts may arise.

Conflicts of interest may arise in the relations of employees with any of the following third parties and any other company with which our company and/or our employees have an association, by shareholding or any other interest, including:

1. Persons and firms supplying goods and services to the company;
2. Persons and firms from whom the company leases property and equipment;
3. Competing companies;
4. Agencies, organizations and associations including insurers, underwriting managers, administrators and other brokers with whom our company transacts business;
5. Family members, friends and other employees. (Associates)

Conflicts of interest may also arise in the method by which we remunerate our staff. For this reason, we ensure that the advice and services we provide are regularly quality tested to mitigate any conflict of interest.

Nature of Conflicting Interest.

In regard to those employees who provide advice and or intermediary services to clients as defined in the FAIS Act, the definition of a conflict of interest includes: any situation in which our company or a representative of our company has an actual or potential interest that may, in rendering a financial service to a client, – (a) Influence the objective performance of his/her or our obligations to that client; or (b) Prevent our company or our representatives from rendering an unbiased and fair financial service to that client, or from acting in the interests of that client.

• An employee owning shares or holding debt or other proprietary interests in any third party or associated company.
• Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party or associated company.
• An employee receiving remuneration of any type, whether commission or otherwise, for services from another person or company;
• An employee using our company’s time, personnel, equipment, supplies, or goodwill for purposes other than approved activities, programs, and purposes.
• An employee receiving gifts for birthdays or other special occasions;
• An employee receiving money, vouchers, or anything that can be converted to money from any other person or company for ‘selling’ specific services or products whether in pursuance of the employee’s occupation or otherwise;
• An employee owning shares or holding debt or other proprietary interests in any third party or associated company.
• An employee being invited to lunches/dinners/shows and other entertainment events;
• An employee receiving or accepting special travel or holiday facilities at discounted prices or as an award for providing leads or business to another company.
• An employee providing leads to businesses owned by family and friends, whether for reward or otherwise;
• An employee distributing products and/or services provided by businesses owned by family and friends for reward or otherwise;
• Any activity involving clients by which family and friends can financially benefit.
• An employee receiving personal gifts or loans from any other companies or persons dealing or competing with our company.

In terms of the above, incentives and rewards include cash or cash equivalent, vouchers, gifts, service, advantage, benefit, discount, domestic or foreign travel, entertainment and hospitality, accommodation, training, sponsorship, other incentive or valuable consideration except for gifts with a value less than R200 which could not be refused without discourtesy and do not exceed R1 000 in any one calendar year. No personal gift of money is allowed under any circumstances. Disciplinary action will be taken against any person who fails to comply with this requirement.

In respect of our company as provider, possible conflicts could arise from, inter alia:

• Our own company owning shares or holding debt or other proprietary interests in any third party or associated company, including cell captives;
• Our company earning or receiving more than the regulated commission from insurance or other similar companies unless arising from additional services provided to the client or the supplier for which we charge a fair value;
• Methods of employee remuneration

Interpretation.

The areas of conflicting interest listed above and the relations in those areas which may give rise to conflict are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that employees will recognize such areas and relation by analogy. It is our company’s policy to identify all possible areas of potential or actual conflict and list them in this document. For this reason it is every employee’s responsibility to report possible unidentified conflicts to their immediate superiors for evaluation and, where necessary, inclusion in the “conflict of interest summary”. The fact that one of the interests described above exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of clients. However, it is the policy of the company that the existence of any of the interests described above shall be disclosed before any transaction is concluded. It shall be the continuing responsibility of the employees to scrutinize their transactions and outside business interests and relationships for potential conflicts and to immediately make such disclosures. Similarly it is the responsibility of all employees to identify and report on possible conflicts of interest that may emanate from the working relationship that this company has with any of its associates or other business partners, whether there is a financial interest or otherwise.

Disclosure to Clients.

We will disclose all conflicts of interest and potential conflicts of interest to our clients in at least one of the following ways:

• By declaring them verbally at the point of sale;
• By declaring them in writing as soon as practicably possible following a sale

Disclosure to Clients.

Cell Captive Arrangements: It must be noted that: NMI has a financial interest in the Cell Captive arrangement with the insurance underwriters from which it may receive additional benefits or make additional contributions, in the case of acceptable solvency ratios, respectively.

Small Area Repair Technology Underwriting Managers (Pty) Ltd (SMART) – 0% owned by our company. This company provides administration services to Hollard Insurance Company, the insurer with whom we place our small damage insurance coverage.

Motorite Insurance Administrators (Pty) Ltd – 0% owned by our company. This company provides administration services to Centriq Insurance Company, the insurer with whom we place insurance products in respect of extended warranty for our motor customers.

International Cover Administrators (Pty) Ltd – 0% owned by the company. This company provides administration services to Guardrisk Insurance Company, the insurer with whom we place insurance products in respect of credit protection for our motor customers.

Transactions with Associated Companies.

Possible conflicts arising through the use of associated companies have been identified and eliminated as far as possible. Administrators have been appointed that are totally independent from our company and who have no financial interest in the underwriting results of the cell captives.

Conflict of Interest Employee Acceptance.

Every employee is requested to sign a statement of acceptance that if a supplier or outside third party, whether an associate of our company or otherwise, offers to provide any incentive of whatsoever nature to any of our employees or associate companies, it is to be immediately reported to the employee’s immediate superior. The statement also requires employees to provide information with respect to businesses and/or parties with whom we deal and that are related to them, including:

• A spouse, domestic partner, child, mother, father, brother or sister;
• Any corporation or organization of which the employee is a board member, an officer, a partner, participates in management or is employed by, or is, directly or indirectly, a debt holder or the beneficial owner of any class of equity securities; and
• Any trust or other estate in which an employee has a substantial beneficial interest or as to which an employee serves as a trustee or in a similar capacity.

Training of Employees.

As this policy links to and forms a part of every employee’s employment contract, we include the terms and conditions in every orientation programme that we host in respect of new employees, as well as providing regular and continuous updates within our ongoing professional development programmes for existing employees.

Adoption by Board of Directors.

This policy was adopted by the Executive having been provided with authority to do so by the Board of Directors.