Regulatory Disclosures

1. Purpose and regulatory basis

Section 3A(2)(a) of the General Code of Conduct requires every authorised financial services provider to adopt, maintain and implement a conflict of interest management policy. This document is that policy.

Section 3A(2)(f) requires the policy to be published in appropriate media and to be easily accessible for public inspection at all reasonable times. LeaseSurance publishes this policy here and makes a copy available on request at its registered address.

The purpose of this policy is to ensure that LeaseSurance and its representatives render financial services honestly, fairly, with due skill, care and diligence, and in the interests of clients and the integrity of the financial services industry, and that any actual or potential conflict of interest is identified, avoided where possible, and otherwise mitigated and disclosed.

2. Scope

This policy applies to LeaseSurance, its directors, its Key Individual, all representatives (whether or not under supervision), all employees and contractors, and to any associate or third party acting on its behalf.

LeaseSurance’s clients are the landlords who hold the insurance policy. Tenants are not clients of LeaseSurance and are not insured under any LeaseSurance product. This distinction matters for conflict management because a tenant may nonetheless be financially affected by decisions LeaseSurance takes, in particular on claims. This policy therefore treats fair treatment of tenants as a governance obligation even though tenants are not clients.

3. Definitions

The definitions in section 1 of the General Code of Conduct apply. The following are reproduced because they are directly relevant to this policy.

4. How LeaseSurance earns income

Conflicts of interest in this business arise principally from how LeaseSurance is paid. That is set out here so the rest of the policy can be read against it.

LeaseSurance does not carry or assume insurance risk. Guardrisk Insurance Company Limited, a licensed non-life insurer and authorised FSP 75, is the risk carrier and underwrites at portfolio level. LeaseSurance acts as binder holder and intermediary.

The product is commercial lines Guarantee insurance. It guarantees the tenant’s financial obligations under the lease, including unpaid rent and ancillary charges, contractual penalties, early termination, and the cost of making good damage beyond fair wear and tear. It is a guarantee of a financial obligation and not a first-party property damage insurance section.

Premiums are paid directly by landlords into the insurer’s nominated bank account. LeaseSurance does not collect, hold or transmit premium funds at any point. Its billing function is limited to issuing invoices, statements and age analyses on behalf of the insurer.

LeaseSurance derives its income from two sources:

• Binder fees paid by the insurer for performing binder functions, calculated as a percentage of gross written premium.
• Underwriting profit share paid by the insurer, calculated as a percentage of attributed net profit.

The applicable rates are disclosed to each client in the statutory disclosure provided before or at the conclusion of business, as the binder regulations and the General Code require. They are not stated in this published policy.

LeaseSurance operates to a target margin. Favourable claims experience does not increase that margin. Where claims experience runs better than the pricing assumption, the benefit is returned to clients through the pricing mechanism, as reduced premium rates or as increased sums insured at the next repricing. Adverse experience operates the same way in reverse. This is a material feature of the remuneration structure and is the reason the conflict described in 5.1 is narrower than it first appears.

The target margin is fixed and documented internally. It is evidenced to the insurer and to the Compliance Officer rather than published, so that the alignment described above can be tested on audit. At each repricing the available options are presented to the client, so that the effect of claims experience on rates and sums insured is visible to the landlord at the point it is applied.

5. Identified conflicts and how they are managed

The conflicts below have been identified as inherent in LeaseSurance’s structure. Each is recorded in the Conflict of Interest Register, reviewed quarterly by the Compliance Officer and annually by the insurer as part of the binder audit.

5.1 Claims administration and participation in underwriting result

LeaseSurance administers the claims process and also participates in the underwriting result through profit share. A party that assesses claims and participates in the result of those claims has an interest in the outcome of its own assessment.

The scope of this conflict is limited by the remuneration structure described in section 4. LeaseSurance does not profit from a fall in claims. It operates to a target margin, and claims experience better than the pricing assumption is returned to clients as reduced rates or increased sums insured at the next repricing. Suppressing a claim does not increase LeaseSurance’s margin; it reduces the premium or increases the cover that the portfolio subsequently receives.

The conflict that remains is therefore narrower, and is one of timing and mechanism rather than of alignment. Within a measurement period LeaseSurance both assesses claims and participates in the result, and the return of favourable experience depends on the repricing mechanism operating as intended and being evidenced. The mitigation is accordingly directed at making that mechanism auditable.

Avoidance is not possible. Claims administration is an inherent binder function. The conflict is mitigated as follows:

• The target margin is fixed and documented internally, so favourable claims experience does not accrue to LeaseSurance as additional margin.
• The repricing mechanism that returns experience to clients is documented and evidenced to the insurer and the Compliance Officer, and the available options are presented to the client at each repricing, so that the alignment relied on above can be tested rather than asserted.
• The insurer, not LeaseSurance, settles claims and retains final authority over claims decisions.
• Claims decisions are subject to the insurer’s annual binder audit, with full audit rights over binder functions.
• Claims are administered against documented criteria in the policy wording, not on discretion.
• Claims turnaround and outcomes are reported to the insurer through regular bordereaux submissions.
• Claims are assessed by the Administration Manager, a salaried employee. No part of that person’s remuneration is linked, directly or indirectly, to claims outcomes, claims frequency or the underwriting result.
• A claimant who is dissatisfied with a claim decision may complain to complaints@leasesurance.co and, if the matter remains unresolved, refer it to the National Financial Ombud Scheme, which is independent of both LeaseSurance and the insurer.

5.2 Ownership interest in the cell

The LeaseSurance Agent (Pty) Ltd holds a direct ownership interest in the Guardrisk cell through which its business is underwritten. It therefore participates in the financial result of the risk it intermediates.

Avoidance is not possible; the cell structure is the basis on which the product is underwritten. Mitigation:

• The insurer retains full underwriting responsibility and licensed risk carrier status at all times.
• The underwriting methodology is approved by the insurer. LeaseSurance applies that approved methodology; it does not set the basis on which risk is priced.
• Pricing operates to the target margin described in section 4, so participation in the cell result does not give LeaseSurance an interest in pricing the risk higher than that margin requires.
• The interest is disclosed to clients in this policy and in the statutory disclosure provided before or at the conclusion of business.

5.3 Binder fees from the insurer while advising landlords

LeaseSurance is paid by the insurer and renders intermediary services to landlords. A provider remunerated by a product supplier has an interest in placing business with that supplier.

• LeaseSurance intermediates the products of a single insurer and holds no book with any other insurer. Clients are told this, so that they understand no market comparison is being performed.
• Binder fees are disclosed to clients in accordance with the binder regulations and the General Code.

5.4 Related party technology provider and shareholder

LeaseSurance’s platform is developed and maintained by Octoco (Pty) Ltd under a formal service level agreement. Octoco (Pty) Ltd also holds an ownership interest in The LeaseSurance Agent (Pty) Ltd, and the Chief Technology Officer of LeaseSurance is associated with Octoco. Octoco is therefore simultaneously a supplier to, and a shareholder in, the provider.

• The Chief Technology Officer of LeaseSurance is not the chief executive of Octoco (Pty) Ltd.
• The Chief Technology Officer does not participate in approving Octoco fees, invoices or scope of work.
• The agreement is in writing and covers roles, performance standards, confidentiality and termination rights, and is subject to annual performance and risk review.
• The ownership interest is disclosed in section 11.2 of this policy.

5.5 Ownership of ZD Rewards

LeaseSurance owns 100% of ZD Rewards (Pty) Ltd, which operates the tenant rewards programme promoted alongside the insurance product. LeaseSurance therefore has a financial interest in the uptake of a programme it recommends to its own clients.

• The ownership is stated openly to clients in this policy and in the statutory disclosure, so that a landlord evaluating ZD Rewards knows it is a LeaseSurance company and not an independent third party.
• Participation in ZD Rewards is not a condition of cover and does not affect premium rates, sums insured or claims outcomes.
• LeaseSurance receives no fee, revenue share or other financial interest from ZD Rewards in connection with tenant participation, and landlords pay nothing for the programme.

5.6 Payments to integration partners

LeaseSurance pays a revenue share, a fixed fee, or both, to the property management platforms through which cover is bound. Those platforms are distribution channels as defined in the Code, and a platform that is paid in connection with business placed through it has an interest in that business being placed.

• The arrangements are recorded in the Conflict of Interest Register and disclosed in section 12 of this policy.
• Payments are made by LeaseSurance to the platform. No payment is made to the landlord, and no part of it is recovered from the landlord through the premium.

5.7 Associates within management

Members of LeaseSurance’s management are associates of one another as defined in the Code.

• Independent compliance oversight is provided by VAPS, which is not an associate of LeaseSurance or of its management.
• The Key Individual, Travys Wilkens, carries regulatory responsibility for the FSP and is independent of the management associates identified above.
• The Code defines the associates of a juristic provider by corporate control rather than by the family ties of its employees. Family relationships within the management team are accordingly not listed in section 10. This position is recorded in the Conflict of Interest Register and reviewed by the Compliance Officer.

5.8 Third party benefits, gifts and hospitality

No representative may offer or receive a financial interest from a third party other than as permitted by section 3A(1) of the Code. Immaterial financial interests not exceeding R1,000 in aggregate from the same third party in a calendar year are permitted and must still be recorded in the register.

• All gifts, hospitality and sponsorships offered or received are declared to the Compliance Officer and recorded, regardless of value.
• Facilitation payments are prohibited without exception.
• These controls operate alongside the internal Conflict of Interest & Anti-Bribery Policy, which continues to apply to staff conduct.

6. Mechanisms for identifying conflicts

• A standing Conflict of Interest Register is maintained by the Compliance Officer and records every actual, potential and perceived conflict, the assessment made, and the action taken.
• Every director, Key Individual, representative, employee and contractor completes a written conflict of interest declaration on appointment and annually thereafter.
• A conflict arising between declarations must be disclosed in writing to the Compliance Officer without delay, and before the affected service is rendered.
• New products, new insurer arrangements, new outsourcing arrangements and new distribution channels are assessed for conflicts before implementation.
• The register is reviewed quarterly by the Compliance Officer and annually by the insurer as part of the binder audit.

7. Avoidance and mitigation

Where a conflict can be avoided, it is avoided and the conflicting activity is discontinued. Where a conflict cannot reasonably be avoided, the reasons are recorded in the register together with the mitigation measures applied, which may include:

• Recusal of the conflicted individual from the decision.
• Referral of the decision to the Key Individual or to the insurer.
• Independent review by the Compliance Officer.
• Severing the link between an individual’s remuneration and the outcome of a decision they influence.
• Written disclosure to the affected client before the service is rendered.

8. Disclosure to clients

At the earliest reasonable opportunity, and in any event before rendering a financial service, LeaseSurance discloses to a client in writing:

• Any conflict of interest in respect of that client, including the measures taken to avoid or mitigate it.
• Any ownership interest or financial interest, other than an immaterial financial interest, that LeaseSurance or the representative may be or become eligible for.
• The nature of any relationship or arrangement with a third party that gives rise to the conflict, in sufficient detail for the client to understand its exact nature.
• That this policy is available, and where to find it.

9. Financial interests offered to representatives

Section 3A(2)(b)(ii) requires this policy to specify the type of financial interest offered to representatives and the basis on which they become entitled to it.

No representative receives variable remuneration. No part of any representative’s remuneration is linked to giving preference to a particular product supplier, product, or volume of business, and the question of compliance with sections 3A(1)(b) and 3A(1)(bA) therefore does not arise. This must be revisited if any incentive, commission or profit share is introduced.

10. List of associates

Section 3A(2)(b)(iii) requires a list of all associates of the provider.

11. Ownership interests

Section 3A(2)(b)(v), (vi) and (vii) require the names of third parties in which LeaseSurance holds an ownership interest, the names of third parties holding an ownership interest in LeaseSurance, and the nature and extent of each.

The Code defines a third party as a product supplier, another provider, an associate of either, a distribution channel, or a person who under an arrangement with any of those provides a financial interest to the provider or its representatives. The tables below therefore name the holders that fall within that definition. They are not a share register, and shareholders who fall outside the definition are not named.

11.1 Ownership interests held by LeaseSurance

11.2 Ownership interests held in LeaseSurance

The remaining shares in The LeaseSurance Agent (Pty) Ltd are held by persons who are not product suppliers, financial services providers, distribution channels or associates of any of them, and who accordingly fall outside the definition of a third party in the Code.

12. Distribution channels

LeaseSurance distributes exclusively business to business, to institutional landlords, property funds and professional property management companies. The product is not offered to consumers.

Cover is bound through integration with the landlord’s property management system. The integration partners currently include MRI Property Central, MRI PMX, PayProp, WeconnectU, Modus10 and Xero.

LeaseSurance pays a revenue share, a fixed fee, or both, to integration partners in connection with business bound through their platforms. These arrangements are distribution channels as defined in the Code. They are disclosed here because a landlord is entitled to know that the platform it already uses is remunerated when LeaseSurance cover is placed through it.

13. Processes, procedures and internal controls

14. Consequences of non-compliance

Section 3A(2)(b)(i) requires this policy to state the consequences of non-compliance by a person employed or contracted by the provider.

• Failure to declare a conflict, or to comply with a mitigation measure, is a disciplinary matter and may constitute grounds for dismissal or termination of contract.
• Accepting a prohibited financial interest is a breach of the FAIS Act and will be reported to the Compliance Officer and, where material, to the FSCA and the insurer.
• A breach by a representative is recorded against that representative and is taken into account in the assessment of honesty and integrity under the Fit and Proper Requirements.
• Material breaches are reported to the FSCA and the insurer immediately.

15. Training and awareness

Section 3A(2)(d) requires the provider to ensure that employees, representatives and appropriate associates understand this policy. All staff and representatives complete conflict of interest training annually and sign a declaration confirming they have read and understood this policy. Training materials are retained on file and produced to the Compliance Officer on request.

16. Monitoring, review and publication

Compliance with this policy is monitored continuously by the Key Individual and reviewed quarterly by the Compliance Officer. The policy is reviewed at least annually, and sooner following any material change to the business, the insurer arrangement, the ownership structure or the applicable law.

The policy is published on this page and is available for public inspection at the registered address during business hours. The published version is the current adopted version.

17. Adoption

Section 3A(2)(c) requires this policy to be adopted by the board of directors or governing body. This policy was adopted by the Board of Directors of The LeaseSurance Agent (Pty) Ltd on 1 March 2026.

This policy is reviewed at least annually by the board of directors and monitored quarterly by the Compliance Officer. Questions about it may be directed to LeaseSurance at its registered address or to complaints@leasesurance.co.