GOVERNANCE WATCH
By InsidEntity Editorial Desk · Sep 10, 2026 · 18 min read
Sanlam will offer transactional banking from November through GoTyme rather than under its own licence. GoTyme’s largest shareholder is African Rainbow Capital, the investment group owned by Sanlam’s largest shareholder, and two Sanlam directors hold senior positions on that side of the relationship. Sanlam’s Director Independence score reads 5.00, but that is a default, not an assessment. It holds until each director personally signs an independence questionnaire.
| Metric | Value | Significance |
|---|---|---|
| Company Risk Rating | 4.12 (Excellent) | Includes a default Director Independence score |
| Director Independence | 5.00 (default) | A placeholder until directors personally sign independence questionnaires |
| Financial Stability Rating | 5 (Benchmark), reported | Indicator-level scores pending reconciliation |
| Adjusted headline earnings, H1 2026 | R7.7bn, down 21% | Sanlam now prioritises core earnings, down 4% but +1% on a comparable basis |
| Largest shareholder | Ubuntu-Botho Investments, approximately 14% | Below InsidEntity’s 20% material-shareholder line |
| Banking launch | Soft launch 1 Nov 2026; open market Q1 2027 | Licence held by GoTyme, not Sanlam |
Rating note: Sanlam’s CRR is currently 4.12 (Excellent). Its Director Independence score of 5.00 is a default that holds until each director personally signs an independence questionnaire, so the rating should be read alongside the pillar observations below rather than as a final assessment of board independence.
What Sanlam announced
Sanlam published unaudited interim results for the six months ended 30 June 2026 and confirmed that the group has received regulatory approval to provide transactional banking services through GoTyme, the rebranded TymeBank.
The rollout will be phased. A soft launch on 1 November will be limited to Sanlam staff, intermediaries and a selected group of clients. A targeted rollout follows, with open-market entry planned for the first quarter of 2027 once remaining deliverables, including Apple Pay functionality, are in place.
The banking proposition sits within Sanlam’s Credit, Banking and Rewards division, which in June operationalised a retail credit joint venture with GoTyme. That arrangement was announced in May 2025 and approved by the Competition Tribunal in August 2025. TymeBank acquired 50% of Sanlam Personal Loans Services, renamed SanlamTyme JVCo, together with half of an unsecured loan book that stood at R5 billion at the end of 2024.
Sanlam has been explicit about why it chose partnership over ownership. In its 2025 annual results, the group said it partnered with GoTyme instead of establishing or acquiring a bank, to use GoTyme’s digital infrastructure while “avoiding the substantial regulatory and capital requirements associated with operating a bank.” Group chief executive Paul Hanratty has described the target as a combined client base of roughly 17 million, and has compared the model with the integrated ecosystem Sanlam runs with Shriram in India.
South Africa’s other insurer-led banks took a different route.
| Discovery Bank | OM Bank | Sanlam | |
|---|---|---|---|
| Licence | Own | Own | Partner’s (GoTyme) |
| Launched | 2019 | 2025 | Soft launch November 2026 |
| Current position | First full-year profit, year to June 2026 | 742,000 customers at June; break-even guided for 2028 | Pre-launch |
Sanlam’s route is faster and avoids the capital burden of building a bank. It also creates a different governance question: if Sanlam is not owning the bank, who sits on the other side of the relationship?
The structure behind the product
| Relationship | Disclosure |
|---|---|
| Ubuntu-Botho Investments (UBI) to Sanlam | Economic interest of about 14%; Sanlam’s largest shareholder and empowerment partner since 2004 |
| UBI to African Rainbow Capital (ARC) | UBI owns ARC, its operating company |
| ARC to African Rainbow Capital Investments (ARCI) | ARC is the majority owner; ARCI holds significant interests in Tyme and Rain, and has been privately held since its JSE delisting in May 2025 |
| ARC to Tyme Group (GoTyme) | Largest shareholder, about 40% after Tyme’s December 2024 funding round led by Nubank |
| Sanlam Life to ARC Financial Services Holdings (ARC FSH) | 25% stake, in a 2024 transaction valued at about R3.9 billion. ARC FSH holds the group’s investment in Tyme Bank; after the deal it was owned 37.6% by ARC, 37.4% by the ARC Fund and 25% by Sanlam Life |
| Sanlam Life to ARCI | Announced March 2026: R3.2 billion subscription for a separate class of ARCI shares, giving a 25% economic interest in the ARC Fund’s wider portfolio (excluding ARC FSH), with a performance fee to UBI’s fund manager capped at R300 million over nine years |
| Sanlam director | Position at Sanlam | Other relevant positions |
|---|---|---|
| Dr Patrice Motsepe | Deputy chair; director since 2004; Nominations and HR & Remuneration committees | Founder and chair of UBI and ARC |
| Dr Johan van Zyl | Non-executive director; current seat since 2016; group CEO 2003 to 2015; chair 2017 to 2020 | CEO of UBI and ARC; non-executive director of Tyme Global and Tyme SA Holdings |
Sanlam is building its banking proposition around a bank whose largest shareholder is owned by Sanlam’s own largest shareholder, and in which Sanlam already holds an indirect interest through ARC FSH. Its deputy chair chairs that group. One of its non-executive directors runs it and sits on the Tyme boards. And in March 2026, six months before the banking approval, Sanlam agreed a second investment in the same group: a R3.2 billion subscription in ARCI, with a performance fee payable to UBI’s fund manager.
Two further facts should be stated with equal prominence, because they cut the other way. First, the partnership has been built in public over more than two decades; it is a legacy of how South African empowerment transactions were structured, not a structure assembled for this deal. Second, Sanlam obtained Deloitte fairness opinions on the two largest transactions in this web, the 2024 ARC FSH transaction and the 2026 ARCI subscription, and the credit joint venture cleared Competition Tribunal approval. There was process. The open question is whether that standard of process extends to the banking arrangement itself, which is precisely what our questions below ask.
None of this, in either direction, settles anything. It is precisely the kind of relationship an independence assessment exists to make visible.
What the 4.12 says
| Pillar | Score | Reading |
|---|---|---|
| Director Independence | 5.00 | Default, pending signed questionnaires |
| Director Capacity | 2.47 | Caution |
| Auditor Independence | 4.00 | Excellent |
| Shareholder Influence | 5.00 | Benchmark |
| Overall CRR | 4.12 | Excellent |
The four pillars say quite different things about the GoTyme arrangement.
Shareholder Influence cannot see everything
The pillar measures the breadth of the shareholder register and the number of holders at or above a 20% material-shareholder threshold. UBI’s approximately 14% sits below that line, so the 5.00 follows mechanically. It does not say UBI lacks influence.
Sanlam shows the boundary of any concentration-based measure. Influence does not only arrive through a 20% stake. It can arrive through board representation, long-standing relationships and commercial partnerships, and those sit outside what this pillar measures.
It is worth being honest about what that means for our own framework as much as for Sanlam: this is a limitation of a concentration-based metric, not a finding about Sanlam’s conduct. We flag it here because the limitation bears directly on this arrangement; the same limitation applies to every company we rate.
Director Independence is a default, not an assessment
This is the most important qualification to the current CRR. The 5.00 is a default. The platform holds Director Independence at 5.00 until each director personally signs an independence questionnaire, because only then can the pillar be calculated. It is not a finding that Sanlam’s board is fully independent, and it is the same treatment this desk applied at Tongaat Hulett.
Once the questionnaires are signed, each director is assessed against six criteria. Three bear directly on the two directors above.
Tenure. Dr Motsepe has served on Sanlam’s board since 2004. Dr van Zyl’s current appointment reaches ten years in 2026, after twelve years as group chief executive.
Shareholding or representation. The framework asks whether a director holds more than 0.10% of the company, directly or by representation. Both directors hold senior positions at UBI, which holds about 14%.
Business relationships. The framework asks whether a director is doing business with the company. Both hold senior positions in the group on the other side of Sanlam’s commercial relationship with GoTyme, and Dr van Zyl sits on the Tyme boards.
Sanlam’s own board disclosures make a similar distinction. Both men are listed as non-executive directors, while other board members are listed as independent non-executive directors.
Those facts do not settle the final score. They explain why the signed questionnaires matter.
Exclude the default and Sanlam’s other three pillars average 3.82, Good. That is not Sanlam’s rating. It is a sensitivity calculation, and two things should be said about it honestly. It shows how much of the Excellent result rests on the one pillar that has not yet been assessed, the pillar most relevant to this arrangement. It also shows something about our own methodology: the headline rating inherits the benefit of every pillar that has not yet been examined, and a rating methodology that scores unassessed pillars generously will systematically flatter companies whose questionnaires are outstanding. Sanlam is not uniquely affected by this; every unrated company is. But the effect is most consequential exactly where the unaudited pillar is the one most relevant to live transactions, which is the case here.
The 5.00 is a methodological default. The unsigned questionnaires are the governance observation.
Director Capacity sees something different
Director Capacity scores the board on two things: how many board seats directors hold, and the relevant experience they bring. Sanlam’s score is 2.47, Caution.
Dr Motsepe is executive chair of African Rainbow Minerals, chair of Harmony Gold, UBI and ARC, and deputy chair of Sanlam. Dr van Zyl holds positions across Sanlam, UBI, ARC, the Tyme entities, Rain and other companies.
The score is a board-wide assessment, so it cannot be attributed to these two directors alone. And it measures time and experience, not conflict. It flags stretched board commitments; it does not say those commitments create a conflict.
Auditor Independence
Sanlam has joint auditors, PwC and KPMG. Its 2025 financial statements record three years of tenure for PwC and five for KPMG. Both are well inside the ten-year point at which InsidEntity’s methodology stops crediting an audit relationship, and the GoTyme arrangement has no bearing on this pillar.
Sanlam is not becoming a bank. It is distributing one.
Discovery and Old Mutual hold their own licences and carry the prudential consequences directly. Sanlam has chosen a structure in which the licence, deposit-taking obligations and Prudential Authority relationship sit with GoTyme, while Sanlam brings the customer base, distribution, brand and ecosystem. TymeBank has even agreed to adopt Sanlam-style brand colours and a co-branded card.
That split is common in bancassurance and commercially rational. It also means the customer may experience the product as Sanlam’s while the regulated institution is GoTyme. When something goes wrong, accountability is set by the contracts between the parties, not by a licence. The public announcement does not answer:
- Where does the customer relationship legally sit, and who owns and controls the customer data?
- What are the term, exclusivity and exit provisions?
- How do the economics of the rewards proposition flow between the parties?
- What happens to Sanlam clients if the relationship ends, or if GoTyme’s ownership changes?
The earnings, and what the FSR can and cannot see
The banking announcement arrived alongside a weaker first half.
| Measure | H1 2026 | H1 2025 | Change | Comparable |
|---|---|---|---|---|
| Core earnings | R7,377m | R7,664m | (4%) | +1% |
| Adjusted headline earnings | R7,741m | R9,797m | (21%) | (22%) |
| Operating profit | R7,289m | R7,864m | (7%) | (2%) |
| New business volumes | R224bn | +22% | ||
| Net client cash flows | R78bn | +42% |
Headline earnings fell 16% to R8.27 billion, and adjusted return on equity was 18.4%. Management pointed to several factors: weather-related general insurance claims, a stronger rand, weaker equity markets, higher rates affecting bond valuations in Morocco and India, mark-to-market losses on the Ninety One stake after that transaction completed, and losses on an Indian rupee hedge.
New business and client cash flows were strong.
There is also a reporting change worth watching. Sanlam now says core earnings will be its primary measure of underlying performance. Core earnings fell 4%, or rose 1% on a comparable basis. Adjusted headline earnings, the measure previously emphasised, fell 21%.
The timing invites suspicion, and we understand why readers supply it. But the facts permit a less loaded reading, and fairness requires saying so. Most of the gap between the two measures traces to mark-to-market effects, the Ninety One stake, a rupee hedge, bond valuations in Morocco and India, which are precisely the kinds of volatility a headline-earnings adjustment exists to strip out of an insurer’s result. Stripping investment-market noise from an insurer is a legitimate practice, not inherently a manoeuvre.
The legitimate test is prospective, and it has two parts: whether the same measure keeps the same prominence when markets move the other way, and whether a reconciliation to the old measure is published every period. If both hold, the change was housekeeping. If either fails, today’s suspicion was warranted. We record the sequence and reserve judgement.
Does the FSR contradict the interim results?
No. The two answer different questions. The Financial Stability Rating’s first version uses five annual indicators: revenue growth of at least 2% in each of three years, a net profit margin of at least 5% in each of three years, positive net asset value in each of three years, a current ratio of at least 1.5x in each of three years, and total expenses no more than twice total cash in the current year.
A six-month decline in adjusted headline earnings is not an input. The reported 5, Benchmark, neither contradicts the interim result nor is confirmed by it.
Three limits are particularly relevant to Sanlam. The first two concern Sanlam; the third concerns us.
The current ratio. It is harder to interpret for an insurer whose balance sheet is not split into current and non-current items, and how the ratio is derived for Sanlam should be disclosed.
Joint ventures. Version one of the FSR does not look inside joint ventures, and SanlamTyme JVCo is a 50/50 joint venture. The banking relationship is also a contract with a separately regulated bank. A meaningful share of Sanlam’s financial exposure to this strategy therefore sits outside what the current FSR can see. Again, this is a property of the methodology as much as a fact about Sanlam, but it is a property that matters here.
The rating’s construction. We report the FSR as published and have not exposed the indicator-level derivation in this article. We flag that choice deliberately rather than leave a reader to discover it: a research desk that asks others to disclose their architecture owes its readers sight of its own. Indicator-level detail will be published with the reconciliation referenced above.
What Sanlam should disclose
- Related-party assessment. Were the GoTyme banking arrangement and the March 2026 ARCI subscription assessed as related-party transactions under the JSE Listings Requirements? If not, why not?
- Fairness. Deloitte provided fairness opinions to the Sanlam board on the 2024 ARC FSH transaction and the 2026 ARCI subscription. Was a comparable opinion obtained for the GoTyme banking arrangement, and on what terms of reference? Where fairness opinions exist, the terms of reference matter as much as the opinion itself.
- Recusal. Did Dr Motsepe and Dr van Zyl recuse themselves from board and committee consideration of the arrangements, including at the Nominations and HR & Remuneration committees?
- Ownership. Which legal entity holds the controlling or significant interest in GoTyme, and where does Sanlam Life’s 25% interest in ARC Financial Services Holdings sit within that structure?
- Commercial terms. What are the material terms of the relationship, including duration, exclusivity, fees and exit rights?
- Regulatory perimeter. What exactly does the regulatory approval cover, which entity holds the relevant permissions, and where does Prudential Authority accountability sit?
- Earnings reconciliation. Will Sanlam publish a standing reconciliation between core earnings and adjusted headline earnings in every reporting period?
- Independence questionnaires. Will Sanlam’s directors, beginning with Dr Motsepe and Dr van Zyl, sign the independence questionnaires that would turn the Director Independence score from a default into an assessment?
These are disclosure questions, not accusations. The existence of process around earlier transactions, fairness opinions, tribunal approval, does not answer them, but it does mean the presumption should be that Sanlam can answer them readily. The strength of the case for asking is matched by the ease with which a well-run company should be able to respond.
A thinner window
African Rainbow Capital Investments delisted from the JSE at the end of May 2025 after an offer of R9.75 a share, which ARCI said was 22.8% below its reported net asset value per share. The delisting removed the listed market price on the vehicle holding the group’s Tyme exposure.
Ten months later, Sanlam Life agreed to subscribe R3.2 billion for a separate class of ARCI shares. Sanlam shareholders now have capital inside an unlisted vehicle whose only listed price disappeared the year before.
Two readings of this are possible, and both should be held at once. The sceptical reading: a major institutional counterparty committed capital to a vehicle that had just removed itself from public-market pricing, reducing outsiders’ ability to track the investment chain as the GoTyme relationship grew. The benign reading: a delisting at a 22.8% discount to NAV is evidence the public market was underpricing the vehicle, and unlisted does not mean unpriced where a subscription is supported by a fairness opinion, as this one reportedly was.
What is not in dispute is the directional trend: the relationship is becoming more commercially significant at the same time as part of the investment chain has become less visible through public-market pricing. Private ownership does not make a business opaque, but it removes one instrument of visibility that existed before. The more important the relationship becomes, the more valuable compensating disclosure becomes.
The bottom line
Sanlam’s decision not to build its own bank is a rational commercial choice. It avoids the time, capital and regulatory burden of creating a bank from scratch, and gives Sanlam access to GoTyme’s infrastructure.
The governance question is narrower: who sits on the other side of that choice? UBI, Sanlam’s largest shareholder at about 14%, owns ARC, and ARC is GoTyme’s largest shareholder. Sanlam holds an indirect interest in the same bank, and has just added a R3.2 billion investment in the same group. Dr Motsepe chairs UBI and ARC. Dr van Zyl runs them and sits on the Tyme boards.
Sanlam’s Company Risk Rating is 4.12, Excellent, and three details belong next to that number:
- Shareholder Influence at 5.00 cannot see a shareholder below the 20% threshold, even where influence runs through relationships and board seats. That is a boundary of the measure, not evidence either way about Sanlam’s governance.
- Director Independence at 5.00 is a default. It holds until directors sign their independence questionnaires. It does not establish that the relevant directors are independent; it records that the evidence needed to assess that has not yet been provided.
- The headline rating depends on the unassessed pillar. Excluding the default, the assessed pillars average 3.82, Good. That figure is a sensitivity, not Sanlam’s rating, but it shows where the weight of the current result lies.
None of the facts assembled here establishes an improper transaction, and the visible process around the largest transactions, fairness opinions, regulatory approvals, should be stated plainly. Equally, none of it permits the conclusion that the governance architecture is fine. The evidence to reach either conclusion has not yet been gathered. That is the finding.
Sanlam’s banking strategy may prove to be exactly what management says: a commercially efficient partnership that brings banking to its clients without Sanlam becoming a bank. But when a company’s banking partner sits inside its largest shareholder’s group, and its directors sit across that group, investors should not have to infer the governance architecture.
The architecture should be disclosed. So should the method by which anyone, including this desk, grades it.
View the full Sanlam Limited profile on InsidEntity.
About the InsidEntity ratings
The Company Risk Rating (CRR) assesses governance structure across four pillars, weighted 40% Director Independence and 20% each for Director Capacity, Auditor Independence and Shareholder Influence. Director Independence is calculated from independence questionnaires signed personally by each director. Until they are signed, the pillar shows a default of 5.00, identified as such. The published overall rating is the average of the four pillar scores; the 4.12 above reflects that calculation.
The scale runs 1.00 to 1.99 Risk, 2.00 to 2.99 Caution, 3.00 to 3.99 Good, 4.00 to 4.99 Excellent, 5.00 Benchmark.
The Financial Stability Rating (FSR) is a separate five-indicator assessment of financial sustainability, read alongside the CRR rather than combined with it.
Know your entity. This is independent research, not financial advice.
Sources: Sanlam unaudited interim results for the six months ended 30 June 2026 (SENS); Sanlam 2025 annual results and annual financial statements; Sanlam board and leadership disclosures; SENS announcements on the ARC FSH transaction (September 2024) and the ARCI subscription (March 2026); Tyme Group Series D announcement (December 2024); African Rainbow Capital Investments offer announcement and disclosures; InsidEntity CRR and FSR methodology.
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