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Conflict of Interest Management Policy

A conflict of interest is anything that could influence us to act in our own interest rather than yours. This policy explains how we identify, avoid, manage and disclose conflicts of interest, as required by the FAIS General Code of Conduct. Version v1-2026-11.

Last updated: 5 November 2026

1. Policy statement

The Governing Body of Vuleka Platform (Pty) Ltd (FSP 55203), its employees, volunteers, contractors, suppliers and any other persons acting on our behalf are required to familiarise themselves with this policy's requirements and undertake to comply with the stated processes and procedures.

2. Definitions

2.1 Conflict of Interest

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:

  • influence the objective performance of his, her or its obligations to that client; or
  • prevent a provider or representative from rendering an unbiased and fair financial service to that client, or from acting in the interest of that client,

including but not limited to:

  • a financial interest;
  • an ownership interest;
  • any relationship with a third party.

2.2 Financial Interest

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:

  • an ownership interest;
  • training, that is not exclusively available to a selected group of providers or representatives, on products and legal matters relating to those products, general financial and industry information, or specialised technological systems of a third party necessary for the rendering of a financial service, but excluding travel and accommodation associated with that training;
  • a recognised qualifying enterprise development contribution to a qualifying beneficiary by a provider that is a measured entity.

2.3 Immaterial Financial Interest

Immaterial Financial Interest means any financial interest with a determinable monetary value, the aggregate of which does not exceed R1 000 in any calendar year from the same third party in that calendar year received by:

  • a provider who is a sole proprietor; or
  • a representative for that representative's direct benefit;
  • a provider, who for its benefit or that of some or all of its representatives, aggregates the immaterial financial interest paid to its representatives.

2.4 Ownership Interest

Ownership Interest means any equity or proprietary interest, for which fair value was paid by the owner at the time of acquisition, other than equity or a proprietary interest held as an approved nominee on behalf of another person, and includes any dividend, profit share or similar benefit derived from that equity or ownership interest.

2.5 Third Party

Third Party means:

  • a product supplier;
  • another provider;
  • an associate of a product supplier or a provider;
  • a distribution channel;
  • any person who in terms of an agreement or arrangement with a person referred to above provides a financial interest to a provider or its representatives.

2.6 Associate

Associate means, in relation to a natural person:

  • a person who is recognised in law or the tenets of religion as the spouse, life partner, or civil union partner of that person;
  • a child of that person, including a stepchild, adopted child and a child born out of wedlock;
  • a parent or stepparent of that person;
  • 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;
  • a person who is a spouse, life partner or civil union partner of a person referred to above;
  • a person who is in a commercial partnership with that person.

In relation to a juristic person:

  • 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;
  • which is a close corporation registered under the Close Corporations Act, means any member thereof as defined in section 1 of that Act;
  • which is not a company or a close corporation, means another juristic person which would have been a subsidiary or holding company of the first-mentioned juristic person had such first-mentioned juristic person been a company, or, in the case where that other person, too, is not a company, had both the first-mentioned juristic person and that other person been a company;
  • means any person in accordance with whose directions or instructions the board of directors or, in the case where such juristic person is not a company, the governing body of such juristic person is accustomed to act.

In relation to any person:

  • 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;
  • includes any trust controlled or administered by that person.

2.7 Distribution Channel

Distribution Channel means:

  • any arrangement between a product supplier or any of its associates and one or more providers or any of its associates in terms of which arrangement any support or service is provided to the provider or providers in rendering a financial service to a client;
  • any arrangement between two or more providers or any of their associates, which arrangement facilitates, supports or enhances a relationship between the provider or providers and a product supplier;
  • any arrangement between two or more product suppliers or any of their associates, which arrangement facilitates, supports or enhances a relationship between a provider or providers and a product supplier.

3. Purpose of this policy

In terms of Section 3A(2) of the General Code of Conduct, every provider, other than a representative, must adopt, maintain and implement a conflict of interest management policy which complies with the provisions of the Financial Advisory and Intermediary Services Act, 37 of 2002. A provider and a representative must avoid, and where this is not possible, mitigate any conflict of interest between the provider and a client, or a representative of the provider and his, her or its clients.

We are committed to acting in the best interests of our clients and to avoiding all conflicts of interest in relation to the provision of financial services. Where we are unable to avoid a conflict of interest, we will take all necessary precautions to ensure that any actual or potential conflict of interest is mitigated and adequately disclosed to our clients.

The purpose of this policy is to:

  • establish internal controls and mechanisms towards the identification of conflicts of interest;
  • establish measures to avoid conflicts of interest, and where avoidance is not possible, to provide the reasons therefore;
  • establish measures to ensure that any unavoidable conflicts of interest are mitigated;
  • establish measures to ensure the proper disclosure of any conflicts of interest;
  • establish processes, procedures and internal controls to facilitate compliance with the policy;
  • communicate the consequences of non-compliance with the policy.

4. Identifying a conflict of interest

4.1 Individual identification

The primary responsibility for the identification of a conflict of interest rests with our representatives, employees and individual members of our governing body. Throughout the process of rendering a financial service to a client, a representative must apply his or her mind to answering the following questions:

  • Is there any situation that exists that influences the objective performance of my obligations to my client?
  • Is there any situation that exists that prevents me from rendering an unbiased and fair financial service to my client?
  • Is there any situation that exists that prevents me from acting in the best interest of my client?

If the answer to all three questions is "no", then there is no conflict of interest associated with the financial service and the representative may proceed. If the answer to any one of the three questions is "yes", the representative must establish whether the situation is caused by an actual or potential relationship with a third party, and must report it to the governing body and our Compliance Officer.

4.2 Financial interests we may offer

We may only receive or offer the following financial interests:

  • commission authorised under the Long-term Insurance Act, Short-term Insurance Act or under the Medical Schemes Act;
  • fees authorised under the Long-term Insurance Act, the Short-term Insurance Act or the Medical Schemes Act;
  • fees for the rendering of a financial service in respect of which commission or fees referred to above are not paid, if the amount, frequency, payment method and recipient of those fees and details of the services to be provided in exchange for the fees are specifically agreed to by a client in writing, and those fees may be stopped at the discretion of that client;
  • fees or remuneration for the rendering of a service to a third party;
  • an immaterial financial interest (subject to any other law);
  • a financial interest, not referred to above, for which a consideration, fair value or remuneration that is reasonably commensurate to the value of the financial interest is paid by that provider or representative at the time of receipt thereof.

We may only receive or offer these financial interests if:

  • those financial interests are reasonably commensurate with the service being rendered, taking into account the nature of the service and the resources, skills and competencies reasonably required to perform it;
  • the payment of those financial interests does not result in us or a representative being remunerated more than once for performing a similar service;
  • any actual or potential conflicts between the interests of clients and the interests of the person receiving the financial interests are effectively mitigated; and
  • the payment of those financial interests does not impede the delivery of fair outcomes to clients.

We may not offer any financial interest to our representatives:

  • that is determined with reference to the quantity of business secured for us without also giving due regard to the delivery of fair outcomes for clients; or
  • for giving preference to a specific product supplier, where a representative may recommend more than one product supplier to a client; or
  • for giving preference to a specific product of a product supplier, where a representative may recommend more than one product of that product supplier to a client.

4.3 Internal controls to identify conflicts of interest

  • Our governing body conducts annual reviews on all contracts held with third parties to assess whether the contractual relationship in any way influences our objective performance towards our clients or our ability to render fair and unbiased financial services and to act in the best interest of the client.
  • Our governing body conducts annual reviews on all relationships where an ownership interest exists between us and a third party, to assess whether the relationship in any way influences our objective performance towards our clients or our ability to render fair and unbiased financial services.
  • Conflict of Interest declarations are signed by all relevant personnel on a quarterly basis, to assist us and the appointed Compliance Officer to identify actual or potential conflicts of interest.
  • A list of our associates is attached as Annexure A and is reviewed on an annual basis.
  • A list of all third parties in which we hold an ownership interest is attached as Annexure B and is reviewed on an annual basis.
  • A list of all third parties that hold an ownership interest in us is attached as Annexure C and is reviewed on an annual basis.
  • We maintain a Gift Register. All gifts received from a third party with an estimated value of R500 or more are recorded in the Gift Register, which is kept in our Compliance Manual.
  • All relevant personnel (Key Individuals and Representatives) are required to immediately disclose in writing to our governing body and our Compliance Officer any actual or potential conflicts of interest as soon as they become aware of such situation.

5. Avoiding and mitigating a conflict of interest

Once an actual or potential conflict of interest has been identified, the following procedures are followed to determine whether the conflict of interest is avoidable:

  • Our governing body will convene and evaluate the actual or potential conflict of interest in an open and honest manner.
  • All information that led up to and resulted in, or caused, the actual or potential conflict of interest will be disclosed to our governing body and our Compliance Officer.
  • Our governing body will apply its mind and determine by way of majority vote whether we are in a position to avoid the actual or potential conflict of interest.
  • During the evaluation, the governing body will consider the possible negative impact on our clients and on the integrity of the financial services industry where the conflict is deemed to be unavoidable.

Where the conflict of interest is determined to be avoidable:

  • The governing body will remove the underlying cause or situation that results in the actual or potential conflict of interest as soon as reasonably possible.
  • Any immediate negative impact or prejudice towards clients pending the removal of the conflict will be kept to a minimum.
  • The reasons why the conflict was determined to be avoidable will be recorded in our Compliance Manual.
  • Similar circumstances that led up to the conflict will be avoided in the future.

Where the conflict of interest is determined to be unavoidable:

  • The governing body and our Compliance Officer will convene and determine the measures to mitigate the conflict as far as reasonably possible.
  • The reasons why the conflict was considered unavoidable will be recorded in our Compliance Manual.
  • Whether the conflict is still deemed unavoidable will be reassessed on a continuous basis, and where it later becomes avoidable, it will immediately be avoided.
  • All representatives will be notified of any actual or potential conflicts of interest as well as the reasons for their unavoidability.
  • When rendering a financial service, a representative will be required to disclose to the client in writing that an actual or potential conflict of interest exists.
  • We and/or our Compliance Officer will report on the status of the conflict in our compliance report to the regulator.

6. Disclosure of conflicts of interest

While disclosure alone will often not be enough, disclosure must be treated as an integral part of managing conflicts of interest. We are committed to ensuring that clients are fully informed about actual or potential conflicts of interest in relation to the provision of financial services. We have adopted the following disclosure measures:

  • We will disclose to a client any conflict of interest in respect of that client.
  • The disclosure will be made in writing at the earliest reasonable opportunity and may be communicated by way of appropriate electronic media, including WhatsApp.
  • The disclosure will include the nature of any relationship or arrangement with a third party that gives rise to a conflict of interest.
  • The disclosure will be made in sufficient detail to enable the client to understand the exact nature of the relationship or arrangement and the conflict of interest.
  • The disclosure will include the measures taken to avoid or mitigate the conflict.
  • The disclosure will include any ownership interest or financial interest, other than an immaterial financial interest, that we or a representative may be or become eligible for.
  • The disclosure will include a reference to this Conflict of Interest Management Policy and how it may be accessed.

7. Compliance measures

Responsibility for our continued compliance with this policy rests with our governing body. Our appointed Compliance Officer monitors compliance with the policy on an ongoing basis. We have adopted the following internal controls and processes:

  • This policy is kept in our Compliance Manual.
  • All relevant personnel read this policy and understand their duties in respect thereof.
  • All personnel, and where appropriate associates, are made aware of the contents of this policy and are provided with training and educational material where deemed appropriate.
  • All Conflict of Interest declarations are signed by relevant personnel on a quarterly (3 monthly) basis.
  • Where an employee or representative has any concern whether an actual or potential conflict of interest might arise in a particular situation, the employee or representative is required to refer the concern to our Compliance Officer.
  • The lists of associates and ownership interests annexed to this policy are reviewed annually.
  • We maintain a Gift Register and ensure that all gifts received from a third party with an estimated value of R500 or more are recorded in it.
  • Proper disclosures are made to clients regarding actual or potential conflicts of interest.
  • This policy is regularly reviewed by the appointed Compliance Officer and, where necessary, updated to ensure that the measures contained herein remain effective. It is reviewed on at least an annual basis.
  • This policy is published on our website and is easily accessible for public inspection at all reasonable times.

8. Consequences of non-compliance

Where there is reason to believe that an employee or representative has failed to disclose an actual or potential conflict of interest via the proper communication channels, we will investigate and take any appropriate steps we deem necessary to limit any financial prejudice that may be suffered by us, our clients or any other third party.

Where an investigation concludes that an employee or representative has indeed failed to disclose an actual or potential conflict of interest, we will immediately take appropriate disciplinary steps and corrective actions against that employee or representative. Any failure by an employee to comply with this policy will be considered a serious form of misconduct and a dismissible offence.

9. How this policy applies at Vuleka

9.1 Roles and licence

Vuleka Platform (Pty) Ltd (FSP 55203, trading as Vuleka Insure) is an authorised financial services provider acting as intermediary and broker. The Vuleka SME Cover Master Group Scheme is underwritten by The Hollard Insurance Company Limited (FSP 17698). Proficient Solutions (Pty) Ltd is the licensed binder holder and claims administrator. Vuleka Distribution (Pty) Ltd (Reg. 2025/594198/07) is the Group Policyholder.

9.2 Corporate hierarchy and group structure

Vuleka Holdings (Pty) Ltd is the parent holding company, owned by Brian Makwa. Vuleka Platform (Pty) Ltd (FSP 55203) and Vuleka Distribution (Pty) Ltd are 100% sister subsidiaries owned by Vuleka Holdings (Pty) Ltd. Ring-fencing the licensed FSP as a dedicated entity protects regulatory capital from trading risks while maintaining clear legal separation between the broker (Vuleka Platform) and the group policyholder (Vuleka Distribution).

9.3 No financial advice (execution only)

Vuleka provides no financial advice, suitability assessments or discretionary recommendations. Covered Merchants join the Master Group Scheme of their own volition via automated WhatsApp interaction, and no needs analysis is conducted. This execution-only model eliminates the conflict risk of steering clients to products for commission.

9.4 Related entities and disclosure

The sister company relationship between Vuleka Platform and Vuleka Distribution is fully disclosed in Annexure A and in our Initial Statutory Disclosures provided to clients.

9.5 Commercial fee structure and breakdown

Covered Merchants pay a total monthly customer fee of R199.00 (payable via Shop2Shop, Kazang, EFT or cash deposit). This R199.00 fee is structured into three separate components:

  1. Insurer Risk Premium: R150.00. From this, regulated brokerage commission of 20% (R30.00) is paid by Hollard to Vuleka Platform (Pty) Ltd strictly within the statutory commission caps under the Short-term Insurance Act (STIA), and a binder fee of 7% (R10.50) is paid to Proficient Solutions for binder functions. SASRIA cover is not part of this premium.
  2. SASRIA Premium: R5.00. For riot, strike and civil unrest cover, paid over for SASRIA and separate from the Hollard risk premium, the binder fee and the brokerage commission.
  3. Vuleka Group Service Charge: R44.00. This is legally separate from the insurance premium and does not form part of the Hollard binder fee or brokerage structure. It is allocated as: Shop2Shop collection fee (4.5% / R8.95), Broker Administration fee (R20.00), and Distribution / Sales Agent fee (R15.00), totalling R43.95 (rounded to R44.00).

9.6 Supervised representatives

Representatives appointed under FAIS supervision to support customer service and collections receive a fixed incentive of R200 once-off per new shop after its first full monthly payment of at least R199, and/or R15 per month for each active shop they follow that remains in good standing after that initial full payment month. All partner payments are made on the 16th of the month. Representatives may only share factual information from Vuleka-approved WhatsApp materials; they do not give advice. Messages and calls are monitored, and remuneration is not linked to premium size or claims repudiation.

9.7 Referral agents

Referral agents provide introductions only and receive a fixed referral fee of R200 once-off per new shop after its first full monthly payment of at least R199, paid on the 16th. They may only share factual information from Vuleka-approved WhatsApp materials. They do not give financial advice, perform intermediary services, or collect premiums.

9.8 Shop owner referral reward

Shop owners who refer another spaza shop receive a R199 discount (one free month) off their next monthly fee once the referred shop activates and makes its first payment. This is a promotional customer loyalty reward, not remuneration for rendering a financial service.

9.9 Conflict and gift register

Vuleka maintains a digital conflict of interest and gift register. All actual, potential or perceived conflicts, as well as gifts, hospitality or immaterial financial interests exceeding R1 000 from any single provider within a calendar year, are logged and reviewed quarterly by the Key Individual.

Annexure A: List of associates

In terms of Section 3A(2)(b)(iii) of the General Code of Conduct, this policy must include a list of all our associates and the nature of the associate relationship:

  • Vuleka Holdings (Pty) Ltd: parent holding company (100% shareholder of Vuleka Platform (Pty) Ltd and Vuleka Distribution (Pty) Ltd). Ultimate owner: Brian Makwa.
  • Vuleka Distribution (Pty) Ltd (Reg. 2025/594198/07): sister subsidiary under common parent Vuleka Holdings (Pty) Ltd; Group Policyholder for the Master Group Scheme.
  • Brian Makwa: ultimate beneficial shareholder and Director.

No other corporate associates or group entities.

Annexure B: Ownership interests held by the FSP

In terms of Section 3A(2)(b)(v) of the General Code of Conduct, this policy must include the names of any third parties in which we hold an ownership interest, and the nature and extent of that interest:

  • Vuleka Distribution (Pty) Ltd: 0% (Vuleka Platform holds no equity in Vuleka Distribution; both are separate subsidiaries of Vuleka Holdings (Pty) Ltd).
  • Product suppliers (Hollard / Proficient Solutions): 0% (none).
  • Other third parties: 0% (none).

Annexure C: Ownership interests held in the FSP

In terms of Section 3A(2)(b)(vii) of the General Code of Conduct, this policy must include the names of any third parties that hold an ownership interest in us, and the nature and extent of that interest:

  • Vuleka Holdings (Pty) Ltd holds 100% of the issued share capital of Vuleka Platform (Pty) Ltd.
  • Ultimate Beneficial Owner: Brian Makwa (100% ownership of Vuleka Holdings (Pty) Ltd).

No other shareholders or third-party ownership interests.

Annexure D: Type of financial interest and entitlement

In terms of Section 3A(2)(b)(ii), this policy must specify the type of financial interest that we offer representatives, the basis on which a representative is entitled to it, and how it complies with sections 3A(1)(b) and 3A(1)(bA):

  • Commission authorised under the Short-term Insurance Act, 1998: regulated brokerage commission of 20% (R30.00 per month out of the R150.00 insurer risk premium) paid by Hollard to Vuleka Platform (Pty) Ltd for intermediary services under the Master Group Scheme. This is regulated commission strictly within the statutory maximum caps under the STIA.
  • Commission authorised under the Medical Schemes Act, 1998: not applicable.
  • Fees authorised under the Long-term Insurance Act, 1998 or the Medical Schemes Act, 1998: binder fee of 7% (R10.50 per month out of the R150.00 insurer risk premium) paid by Hollard to Proficient Solutions (Pty) Ltd for binder functions performed under the Master Group Scheme. The fee is limited to the agreed amount in the formal binder agreement between Hollard and Proficient Solutions.
  • Fees for the rendering of a financial service where no commission or fees above are paid: the Vuleka Group Service Charge of R44.00 per month paid by Covered Merchants as part of their R199.00 total monthly fee, covering payment collection (Shop2Shop 4.5% / R8.95), the Broker Administration fee (R20.00) and the Distribution / Sales Agent fee (R15.00). It is legally separate from the R150 risk premium and the R5 SASRIA premium, is specifically agreed to by each Covered Merchant in the Terms and Conditions of Cover on WhatsApp, and may be stopped at any time by the Covered Merchant upon cancelling membership.
  • Fees or remuneration for the rendering of a service to a third party: none.
  • Immaterial financial interest: token gifts, branded stationery and refreshments not exceeding R1 000 per calendar year from any single provider. All immaterial financial interests are declared and logged in the digital Gift Register in accordance with Section 3A(1)(a)(iv).
  • FAIS-supervised representatives remuneration (sales and collections): a fixed incentive of R200 once-off per new shop upon first full payment (at least R199), and/or R15 per month for each active shop followed that remains in good standing, paid on the 16th. These are fixed standard fees, not linked to the financial value of insurance cover or claims repudiation. Representatives are supervised, monitored, and may only use approved WhatsApp factual materials.
  • Referral agents remuneration (introductions only): a fixed referral fee of R200 once-off per new shop upon first full payment (at least R199), paid on the 16th. Introductions only: no financial advice given, no intermediary functions performed, and no handling of premiums. Only approved WhatsApp materials used.
  • Covered Merchant loyalty reward (customer referral): a R199 discount (one free month) off the next monthly fee for referring another shop that joins and makes its first full payment. This is a promotional customer loyalty discount, not remuneration for rendering a financial service.

Questions

Contact insurance@vuleka.com or 011 346 5233. A copy of this policy is available free of charge on request.