CONFLICT OF INTEREST POLICY - Welcome To Willis Re

1 Willis RE (PTY) LTD FSP: 24845 CONFLICT OF INTEREST POLICY Version: 2013 Willis Re (Pty) Ltd CONFLICT of INTEREST POLICY Table of Contents DEFINITIONS .. 1 EXECUTIVE SUMMARY .. 3 1. Introduction .. 3 2. Scope of the Willis Re (Pty) Ltd conflicts of INTEREST POLICY .. 4 3. What do you need to know .. 4 4. What do you do if you identify a Potential or Actual CONFLICT .. 4 5. Queries .. 5 1. INTRODUCTION .. 6 Willis Approach .. 6 Application of Policies and Procedures .. 6 What is a CONFLICT of INTEREST .. 6 How does Willis manage conflicts Of INTEREST .. 7 Communication and Monitoring .. 8 Disclosure to Clients .. 9 Role of Group Compliance .. 9 Escalation Procedure .. 9 2. CONFLICT OF INTEREST GENERAL .. 10 Introduction .. 10 Interests in Reinsurers or Underwriting Agents .. 10 New Products .. 10 Clients in Similar Sectors .. 10 Employees Interests in Reinsurers .. 12 Dealing in the Shares of a Client or Reinsurer (insider trading).

2 12 Willis and its own interests .. 13 Gifts and Hospitality .. 13 conflicts arising from Executive or Board 14 conflicts due to the structure and nature of the Willis Group .. 14 conflicts arising as a result of Willis POLICY .. 15 3. CONFLICT OF INTEREST PLACEMENT .. 16 Introduction .. 16 Willis Client Bill of Rights .. 16 What are Willis Expectations .. 16 How are expectations delivered .. 16 Intermediary Remuneration .. 17 Marketing Protocols and Marketing Appraisal Process .. 19 Reinsured as both Client and 20 Competing INTEREST of Reinsureds .. 20 4. conflicts OF INTEREST CLAIMS HANDLING .. 22 Introduction .. 22 Claims Handling .. 22 Two or more clients involved in the same claim .. 22 Treaty Claims .. 23 5. CONFLICT OF INTEREST PROHIBITED BEHAVIOURS .. 24 6. QUERIES .. 24 7. FINANCIAL INTERESTS AND ASSOCIATES .. 25 Financial Interests offered to Willis Re (Pty) Limited representatives.

3 25 List of Willis Re (Pty) Limited Associates .. 25 Third Parties in which Willis Re (Pty) Limited holds an ownership INTEREST .. 25 Third Parties who hold an ownership INTEREST in Willis Re (Pty) Limited .. 25 Willis Re (Pty) Ltd CONFLICT of INTEREST POLICY Page 1 of 25 Definitions CONFLICT of INTEREST means any situation in which a provider or a representative 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 its obligations to that client; or b) Prevent a provider or representative from rendering an unbiased and fair financial service to that client, or from acting in the interests of that client Including, but not limited to: i. A financial INTEREST ; ii. An ownership INTEREST ; iii. Any relationship with a third party. Employee means for the purposes of this document all directors, officers and employees of Willis .

4 The term reinsurers" includes "insurers", "reinsurance" includes "insurance" and "reinsureds" includes "insureds" and vice versa. Financial INTEREST means any cash, cash equivalent, voucher, gift, service, advantage, benefit, discount, domestic or foreign travel, hospitality, accommodation, sponsorship, other incentive or valuable consideration, other than: a) An ownership INTEREST ; b) Training, that is not exclusively available to a selected group of providers or representatives, on: i. Products and legal matters relating to those products; ii. General financial and industry information; iii. Specialised technological systems of a third party necessary for the rendering of a financial service; but excluding travel and accommodation associated with that training. Immaterial financial INTEREST means any financial INTEREST with a determinable monetary value, the aggregate of which does not exceed ZAR 1,000 in any calendar year from the same third party in that calendar year received by: a) A provider who is a sole proprietor; or b) A representative for that representative s direct benefit; c) A provider, who for its benefit or that of some or all of its representatives, aggregates the immaterial financial INTEREST paid to its representatives.

5 Ownership INTEREST means: a) Any equity or proprietary INTEREST , for which fair value was paid by the owner at the time of acquisition, other than equity or proprietary INTEREST held as an approved nominee on behalf of another person; and b) Includes any dividend, profit share or similar benefit derived from that equity or ownership INTEREST . Provider means an authorised financial services provider, and includes a representative. Third party means: a) A product supplier; b) Another provider; c) An associate of a product supplier or a provider; Willis Re (Pty) Ltd CONFLICT of INTEREST POLICY Page 2 of 25 d) A distribution channel; e) Any person who in terms of an agreement or arrangement with a person referred to in paragraphs a) to d) above that provides a financial INTEREST to a provider or its representatives. An Associate a) In relation to a natural person, means: i.

6 A person who is recognised in law or the tenets of religion as the spouse, life partner or civil union partner of that person; ii. A child of that person, including a stepchild, adopted child and a child born out of wedlock; iii. A parent or stepparent of that person; iv. A person in respect of which that person is recognised in law or appointed by a Court as the person legally responsible for managing the affairs of or meeting the daily care needs of the first mentioned person; v. A person who is the spouse, life partner or civil union partner of a person referred to in subparagraphs ii. to iv.; vi. a person who is in a commercial partnership with that person. b) In relation to a juristic person: i. Which is a company, means any subsidiary or holding company of that company, any other subsidiary of that holding company and any other company of which that holding company is a subsidiary; ii. Which is a close corporation registered under the Close Corporations Act, 1984 (Act No.

7 69 of 1984), means any member thereof as defined in section 1 of that Act; iii. Which is not a company or a close corporation as referred to in subparagraphs i. or ii., means another juristic person which would have been a subsidiary or holding company of the first-mentioned juristic person: a. Had such first-mentioned juristic person been a company; or b. In the case where that other juristic person, too, is not a company, had both the first-mentioned juristic person and that other juristic person been a company; iv. Means any person in accordance with whose directions or instructions the board of directors of or, in the case where such juristic person is not a company, the governing body of such juristic person is accustomed to act. c) In relation to any person: i. Means any juristic person of which the board of directors or, in the case where such juristic person is not a company, of which the governing body is accustomed to act in accordance with the directions or instructions of the person first-mentioned in this paragraph; ii.

8 Includes any trust controlled or administered by that person. Willis Re (Pty) Ltd CONFLICT of INTEREST POLICY Page 3 of 25 Executive Summary 1. Introduction The company conducts its business honestly and ethically wherever we operate in the world. We constantly improve the quality of our services, products and operations and strive to create and maintain our reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of officers, directors, employees or affiliates is in the company s best INTEREST . The company will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the men and women who work here; thus, we are all expected to adhere to high standards of personal integrity. In accordance with the Financial Advisory and Intermediary Services General Code of Conduct a provider and/or representative must avoid, and where this not possible, mitigate any CONFLICT of INTEREST between the provider or the representative and a client.

9 A CONFLICT of INTEREST may arise if: a) Willis own interests CONFLICT with those of a client; or b) Willis is unable to act in the best interests of one client without adversely affecting the interests of another client. A CONFLICT does not automatically mean Willis cannot continue to act, however, we must: a) Communicate clearly with the client in writing; b) Satisfy ourselves that there is no practical reason why we cannot manage any given CONFLICT of INTEREST ; and c) Have taken practical/organisational steps to manage the CONFLICT where appropriate. Where a CONFLICT of INTEREST or potential CONFLICT of INTEREST is identified, we will use all reasonable endeavours to address the CONFLICT at the earliest possible stage and to communicate openly and transparently with our clients. We act as the agent of the client and as a matter of law and Willis POLICY we must always operate in the best interests of our clients.

10 However, Willis may have two clients with competing interests, or Willis interests may not align with the interests of the client. Therefore, Willis POLICY is to be transparent on conflicts and the way in which conflicts of INTEREST are dealt with and to be clear, fair and not misleading when communicating with clients on conflicts of INTEREST issues. Willis POLICY is also to be fully transparent on the issue of remuneration with its clients. It is the responsibility of all employees to identify and report conflicts of INTEREST as and when they arise so that such conflicts can be appropriately managed. Where it is possible to manage a CONFLICT of INTEREST , using disclosure and if appropriate practical CONFLICT management procedures (such as information barriers) we can continue to act for the client. Employees must contact the Willis Re International Compliance Officer via their local compliance personnel in the event that a CONFLICT of INTEREST arises which cannot be easily resolved satisfactorily through communication with the client or where a CONFLICT arises which is contentious or may be the subject of dispute.