EX-14 2 ex14.htm EXHIBIT 14
Exhibit 14
NET 1 UEPS TECHNOLOGIES, INC.
CODE OF ETHICS
CONTENTS
CONTENTS
..............................................................................................................................................
2
1.
EXECUTIVE SUMMARY
.............................................................................................................
3
1.1.
INTRODUCTION
.....................................................................................................................
3
2.
COMPLIANCE, WAIVERS
OR AMENDMENTS
..........................................................................
4
2.1.
COMPLIANCE WITH THIS CODE
...........................................................................................
4
2.2.
WAIVERS
OF OR AMENDMENTS TO THIS CODE
.................................................................
4
3.
COMPLIANCE WITH LAWS,
RULES AND REGULATIONS
.......................................................
5
3.1.
FOREIGN CORRUPT PRACTICES ACT
...................................................................................
5
3.2.
COPYRIGHTED OR LICENSED MATERIAL
...........................................................................
6
3.3.
COMPETITIVE RELATIONSHIPS
...........................................................................................
6
4.
CONFLICTS
OF INTEREST
.........................................................................................................
7
4.1.
OUTSIDE ACTIVITIES, EMPLOYMENT AND DIRECTORSHIP
..............................................
7
4.2.
RELATIONSHIPS
WITH CLIENTS, CUSTOMERS AND SUPPLIERS
......................................
7
4.3.
GIFTS, HOSPITALITY
AND FAVOURS
..................................................................................
8
4.4.
PERSONAL INVESTMENTS
....................................................................................................
8
4.5.
INSIDER INFORMATION
AND INSIDER TRADING
...............................................................
9
4.6.
REMUNERATION
...................................................................................................................
9
5.
EMPLOYMENT
EQUITY,
ENVIRONMENTAL
RESPONSIBILITY
AND
POLITICAL
SUPPORT
10
5.1.
EMPLOYMENT EQUITY
.......................................................................................................
10
5.2.
HEALTH
AND SAFETY
.........................................................................................................
10
5.3.
ENVIRONMENTAL
MANAGEMENT
....................................................................................
10
5.4.
POLITICAL SUPPORT
...........................................................................................................
10
6.
NET1’S FUNDS, PROPERTY
AND RECORDS
...........................................................................
11
6.1.
FUNDS AND PROPERTY
......................................................................................................
11
6.2.
RECORDS
..............................................................................................................................
11
7.
EMPLOYMENT MATTERS
.......................................................................................................
12
7.1.
SUPERVISION OF
RELATIVES
AND OTHERS
.....................................................................
12
7.2.
RESTRICTIONS ON FORMER GOVERNMENT EMPLOYEES
..............................................
12
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
................................................
13
8.1.
PROMPT COMMUNICATIONS
.............................................................................................
13
8.2.
MEDIA RELATIONS
..............................................................................................................
13
9.
PRIVACY
AND CONFIDENTIALITY
........................................................................................
14
9.1.
OBTAINING AND
SAFEGUARDING INFORMATION
..........................................................
14
9.2.
ACCESS TO INFORMATION
.................................................................................................
14
9.3.
TERMINATION
OF EMPLOYMENT
......................................................................................
14
9.4.
FORMER EMPLOYMENT
......................................................................................................
14
10.
OBLIGATIONS
OF EMPLOYEES
..............................................................................................
15
1.
EXECUTIVE SUMMARY
1.1.
INTRODUCTION
Net 1 UEPS Technologies
,
Inc. and its subsid
iaries (hereinafter referred
to as “Net1”) are
committed to a
policy
of
fairness
and
integrity
in
the
conducting
of
their
businesses.
This
commitment,
endorsed
by
the
Board
of
Directors of Net1 (hereinafter referred to as the “Board”), is based on the fundamental belief that business should
be conducted to the highest ethical standards of honesty,
fairness and legality.
This Code
of Ethics
(hereinafter
referred to
as this
“Code”) is
Net1’s
promise that
these ethical
standards
will
form
the
basis
for
all
endeavours
of
Net1.
Net1
has
established
this
Code
as
part
of
its
overall
policies
and
procedures. To
the extent that other Net1 policies and procedures conflict with this Code, this Code will prevail.
This Code will apply equally to all employees and other representatives of Net1. The term “employees”
has been
used in the broadest sense and includes:
●
all staff with whom a service contract exists;
●
management and non-management;
●
directors; and
●
contractors, consultants and temporary staff.
This Code is
designed to
inform employees
of policies in
various areas.
Therefore, Net1
expects all employees,
directors and other representatives to share its commitment to high moral,
ethical and legal standards.
The
most
current
version
of
this
Code
will
be
distributed
to
all
employees,
posted
and
maintained
on
Net1’s
website, and
filed as
an exhibit
to Net1’s
Annual Report
on Form
10-K. Net1’s
Annual Report
on Form
10-K
shall
disclose
that
this
Code
is
maintained
on
its
website
and
shall
disclose
that
substantive
amendments
and
waivers will also be posted on Net1’s
website.
Please study
this Code
carefully so
that you
understand Net1’s expectations
and your
obligations.
2.
COMPLIANCE, WAIVERS OR AMENDMENTS
2.1.
COMPLIANCE WITH THIS CODE
Compliance
with this
Code by
all employees
is mandatory.
If any
employee become
s
aware of,
or suspects,
a
contravention of this
Code, such employee
must promptly and
confidentially
advise his or her
line manager,
the
Human Resources Manager or a member of the Compliance Department (provided such person was not involved
in the alleged violation).
Net1’s efforts to ensure observance of, and adherence to, the
goals and policies outlined in this
Code mandate that
you must
promptly bring
to the
attention of
your line
manager, the
Human Resources
Manager or
a member
of
the
Compliance
Department
(provided
such
person
was
not
involved
in
the
alleged
violation)
any
material
transaction, relationship,
act, failure to
act, occurrence or
practice that you
believe, in good
faith, is inconsistent
with, in violation of, or reasonably could be expected to give rise to a violation of,
this Code.
The matter will be investigated and dealt with according to the Net1’s Policy for
the Review and Investigation of
Compliance Matters. Failure
to report violations
of this Code
will itself be considered
a serious violation
of this
Code.
It is
Net1’s
policy that
no retaliation
or other
adverse action
will be
taken against
any employee
for good-faith
reports
of
Code violations.
Persons who
discriminate,
retaliate or
harass
may
be
subject
to
civil,
criminal
and
administrative penalties, as well as disciplinary action, up to and including termination of
employment for cause.
Managers set an example for other employees and are often responsible
for directing the actions of others. Every
manager
and supervisor
is expected
to take
necessary
actions to
ensure compliance
with this
Code, to
provide
guidance and
assist employees
in resolving
questions concerning
this Code
and to permit
employees to
express
any concerns regarding compliance with this Code.
No one has the authority to order another employee to act in a manner that is contrary to
this Code.
2.2.
WAIVERS OF OR AMENDMENTS TO THIS CODE
Any waivers of or amendments to this Code must be in writing and must be
approved in advance by the Board.
Waivers
and
amendments,
and
the
reason
therefore,
shall
be
disclosed
as
required
under
applicable
law
and
regulations. If employees are in doubt about the
application of this Code, they should
discuss the matter with their
line manager, the Human Resources Manager,
or the Compliance Department.
3.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Employees must comply with all
applicable laws, rules and regulations
which relate to their activities for
and on
behalf of
Net1. Net1
will not
tolerate
any violation
of the
law or
unethical business
dealing by
any employee,
including any payment for, or other
participation in, an illegal act, such as bribery.
Net1 is
committed
to full
compliance
with the
laws, rules
and
regulations
of the
cities, states
and
countries
in
which it operates. You
must comply with all applicable
laws, rules and regulations in performing
your duties for
Net1.
Numerous federal,
state and
local laws,
rules and
regulations define
and establish
obligations with
which Net1,
its employees and
agents must comply. Under
certain circumstances, local
country law may
establish requirements
that differ from this Code.
You
are expected to
comply with all local
country laws in
conducting Net1’s
business. If you violate
these laws
or
regulations
in
performing
your
duties
for
Net1,
you
not
only
risk
individual
indictment,
prosecution
and
penalties, as well as civil actions and penalties, but also subject Net1 to the same
risks and penalties.
If
you
violate
these
laws in
performing
duties
for
Net1, you
may
be
subject
to
immediate disciplinary
action,
including possible termination of your employment or affiliation
with Net1.
Employees must ensure that their conduct cannot be interpreted as being in any way
in contravention of
applicable laws, rules and regulations governing the operations of Net1.
3.1.
FOREIGN CORRUPT PRACTICES ACT
Net1
employees
are
expressly
prohibited
from,
directly
or
indirectly,
offering
payment,
promising
to
pay,
or
authorizing the payment of any money,
or offering any gift or non-monetary offer
or benefit, promising to give a
gift or non-monetary offer or benefit, or authorizing the
giving of anything of value to any foreign official or any
foreign political party,
official of any foreign political party,
or candidate for governmental or political office
for
purposes of:
●
influencing
any
act
or
decision
of
that
foreign
official,
political
party
or
candidate
in
his/ her/
its
official
capacity;
●
inducing that foreign official, candidate or political party to do
or omit to do any act
in violation of the lawful
duty of that official, candidate or party,
or
●
securing any improper advantage; or
●
inducing
that
foreign
official,
candidate
or
political
party
to
use
his/
her/
its
influence
with
a
foreign
government or instrumentality to
affect or influence any
act or
decision of that
government or instrumentality,
in order to assist Net1 or its employee in obtaining or retaining business for or with, or directing
business to,
Net1.
Various
countries
also
have
laws that
prohibit
commercial
bribery.
Accordingly,
these laws
are
not
limited
in
scope to
bribery of
foreign officials
and typically
prohibit bribes
or inducements
to an individual
or business
to
improperly influence decision-making.
As such, it is Net1’s policy
that nothing of value should be provided to
any person for the purpose of improperly
obtaining or
retaining business
or otherwise
gaining an
improper business
advantage.
Violations
of this
policy
are taken very seriously, as they can subject both Net1 and the
individual to criminal and civil penalties, up to and
including
impri
sonment.
3.2.
COPYRIGHTED OR LICENSED MATERIAL
It is both illegal and unethical to engage in practices that violate copyright
laws or licensing agreements.
Net1 requires that
all employees respect
the rights conferred
by such laws
and agreements and
refrain from making
unauthorized copies
of protected
materials, including
but not
limited to
printed matter,
musical recordings,
and
computer software.
3.3.
COMPETITIVE RELATIONSHIPS
It is
unethical and
unlawful to
collaborate with
competitors or
their agents
or representatives
for the
purpose of
establishing or
maintaining rates or
prices at any
particular level,
or to collaborate
in any way
in the restraint
of
trade.
4.
CONFLICTS
OF INTEREST
Employees are expected to
perform their duties conscientiously, honestly and in
accordance with the best
interests
of Net1 to optimize business objectives.
Employees must not use their positions, or knowledge gained through their employment with Net1, for private or
personal advantage or in such a manner that a conflict or an appearance of conflict arises between Net1’s
interest
and their personal interests.
A conflict could arise
where an employee’s
family, or
a business with which an employee
or his or her family
is
associated obtains a
gain, advantage or
profit, or there
is the appearance of
a gain, advantage or
profit, by virtue
of the employee’s position with
Net1 or knowledge gained through that position.
Every employee must
promptly inform Net1
of any
business opportunities that
come to his
or her attention
through
the use of Net1 assets, property or information or that relate to the existing or prospective
business of Net1.
If employees
feel that
a course
of action
which they
have pursued,
are pursuing
or are
contemplating pursuing,
may
involve
them
in
a
conflict
of
interest
situation
or
a
perceived
conflict
of
interest
situation,
they
should
immediately make all the facts
known to the person
to whom they report and
the Human Resources Manager,
or
Compliance Department.
4.1.
OUTSIDE ACTIVITIES, EMPLOYMENT
AND DIRECTORSHIP
We all share a very real
responsibility to contribute to our local communities, and Net1 encourages employees
to
participate in religious, charitable, educational and civic activities.
Employees should,
however,
avoid acquiring
any business
interest or
participating in
any activity
outside Net1
which would create, or appear to create:
●
an excessive demand upon their time, attention and energy which would deprive Net1 of their best efforts on
the job; or
●
a conflict of interest - that is,
an obligation, interest or distraction which would interfere or
appear to interfere
with their independent exercise of judgment in Net1’s
best interest.
Employees other
than outside directors
may not
take up outside
employment without
the prior
written approval
of the Human Resources Manager.
Employees
who hold,
or have
been
invited
to hold,
outside
directorships
should take
particular
care to
ensure
compliance
with
all
provisions
of
this
Code.
When
outside
business
directorships
are
being
considered
by
employees other than outside directors, prior written approval must be obtained from the Chief Executive Officer
of Net1 or Executive Director responsible for the division.
4.2.
RELATIONSHIPS WITH CLIENTS, CUSTOMERS AND SUPPLIERS
Net1
recognizes
that
relationships
with
clients,
customers
and
suppliers
give
rise
to
many
potential
situations
where conflicts of interest, real or perceived, may arise.
Employ
ees
should
ensure
that
they
are
independent,
and
are
seen
to
be
independent,
from
any
business
organization
having
a
contractual
relationship
with
Net1
or
providing
goods
or
services
to
Net1,
if
such
a
relationship
might influence
or create
the impression
of influencing
their decisions
in the
performance
of their
duties on behalf of Net1.
In such
circumstances,
employees should
not invest
in, or
acquire
a financial
interest, directly
or indirectly,
in
such
an
organization.
4.3.
GIFTS, HOSPITALITY AND FAVOURS
Conflicts
of
interest
can
arise
where
employees
are
offered
gifts,
hospitality
or
other
favours
which
might,
or
could be perceived
to, influence their
judgment in relation
to business transactions
such as the
placing of orders
and contracts.
An employee
should not
accept gifts,
hospitality or
other favours
from suppliers
of goods
or services
to Net1.
However, the acceptance of the following
would not be considered contrary to such policy:
●
promotional matter of limited commercial value;
●
occasional business entertaining such as lunches, cocktail parties or
dinners; and
●
occasional personal hospitality such as tickets to sporting events or theatres.
Any
bribe
or
attempted
bribe
must
be
reported
to
the
employee’s
line
manager
as
soon
as
possible.
It
is
the
intention that dealings with any supplier that offers bribes
will be terminated.
Certain functions
or operating
areas may
have more
detailed rules
governing the
receipt of
gifts, hospitality
or
other favours.
In addition, no
bribes of any
kind should be
made by any
Net1 employee to
any customer or
potential customer
to secure business.
Providing the occasional gifts to customers, as set out below,
would not be considered contrary to such a policy:
●
advertising matter of limited commercial value;
●
occasional business entertaining such as lunches, cocktail parties or
dinners; and
●
occasional personal hospitality such as tickets to sporting events or theatres.
4.4.
PERSONAL INVESTMENTS
Net1 respects
the right
of all
employees to
make personal
investment decisions
as they
see fit,
as long
as these
decisions do not contravene any provisions of this Code, any applicable legislation, or any policies or procedures
established
by
the various
operating
areas of
Net1, and
provided
these
decisions
are not
made
on
the basis
of
material non-public information acquired by reason of an employee’s
connection with Net1.
Employees should
not permit
their personal
investment transactions
to have
priority over
transactions for
Net1
and its clients.
When considering the application
of this section, employees should
ensure that no investment decision
made for
their
own
account
could
reasonably
be
expected
to
adversely
influence
their
judgment
or
decisions
in
the
performance of their duties on behalf of Net1.
Employees involved
in performing
investment activities
on behalf of
Net1 and
those who by
the nature
of their
duties
or
positions
are
exposed
to
price-sensitive
information
relating
to
Net1
are
subject
to
additional
rules
governing
personal
investments.
These
may
be
imposed
by
the
Companies
Act,
the
Stock
Exchange
of
Johannesburg, Banks Act,
Financial Sector Conduct Authority
,
Securities Regulation Panel and
other regulatory
bodies, industry associations and management.
The rules include requirements for employees to:
●
obtain
prior
written
approval
for,
and
to
report
on,
their
personal
investment
activity
and
the
investment
activity of those persons with whom they have a close relationship;
and
●
refrain from dealing in the
shares of entities that Net1 deals with
during certain restricted periods,
as well as
Net1 subsidiaries and associates.
4.5.
INSIDER INFORMATION AND INSIDER TRADING
Employees
may
receive
information
concerning
Net1
or
one
of
its
affiliates,
business
partners,
clients,
or
customers
that
is
confidential
and
not
generally
known
by
the
public.
If
that
information
is
“material”
(i.e.,
publication of that
information is likely
to affect the
market price of
the stock of
the entity to
which the information
relates), then the employee has an ethical and legal obligation not to:
●
act on that information (i.e., buy or sell stock based on that information);
●
disclose that information to others; or
●
advise others
to buy
or sell
the stock
of the
entity to
which that
information relates,
until such
information
becomes public.
An
employee’s
direct
or
indirect
use
of
or
sharing
of
such
confidential,
privileged,
or
otherwise
proprietary
business information of Net1 or
its partners, clients, or customers
for financial gain, including
investment by the
employee or the transmission of this information to others so that they can use this information for their financial
gain,
constitutes insider
trading,
which
is a
criminal
offense.
Please refer
to Net1’s
Insider
Trading
Policy for
more information.
4.6.
REMUNERATION
No employee may receive commissions
or other remuneration related to the
sale of any product or
service of Net1
except
as
specifically
provided
under
an
individual’s
terms
of
employment
or
as
specifically
agreed
with
management.
No member of
Net1’s Audit Committee shall
receive any compensation
not permitted by
the rules of
the Securities
and
Exchange
Commission
(hereinafter
referred
to
as
the
“SEC”),
The
NASDAQ
Stock
Market,
and
other
applicable law.
Employees
may
not receive
any
money
or anything
of value
(other
than
Net1’s
regular remuneration
or other
incentives), either
directly or
indirectly,
for negotiating,
procuring, recommending
or aiding
in any
transaction
made on behalf of Net1, nor have any direct or indirect financial interest in such
a transaction.
5.
EMPLOYMENT
EQUITY,
ENVIRONMENTAL
RESPONSIBILITY
AND
POLITICAL
SUPPORT
5.1.
EMPLOYMENT EQUITY
Net1 supports employment equity in the workplace and
seeks to identify, develop and reward each employee who
demonstrates the
qualities of
individual
initiative, enterprise,
hard work
and loyalty
in their
job. Net1
supports
and complies with the Basic Conditions of Employment Act and the
Employment Equity Act.
All employees have
the right to
work in an
environment which is
free from any
form of discrimination,
directly
or indirectly, on any
arbitrary ground, including,
but not limited
to race, gender, sex,
ethnic or social
origin, colour,
sexual orientation, age,
disability,
religion, conscience, belief,
political opinion, culture,
language, marital status
or family responsibility.
Employees
should
report any
cases of
actual or
suspected
discrimination
to their
line managers
or the
Human
Resources Manager.
Employees with illnesses or disabilities may continue to work, provided that they are able
to continue to perform
satisfactorily the essential duties of their jobs and do not present a safety or health hazard to
themselves or others.
5.2.
HEALTH AND SAFETY
Net1 is committed to taking every reasonable precaution to ensure a safe work
environment for all employees.
Employees who
become aware
of circumstances
relating to
Net1’s
operations or
activities which
pose a
real or
potential health or
safety risk should report
the matter to their line
manager and the Human
Resources Manager.
It is
Net1’s
policy that
no retaliation
or other
adverse action
will be
taken against
any employee
for good-faith
reports.
5.3.
ENVIRONMENTAL MANAGEMENT
Net1 is committed to developing operating
policies to address the environmental impact
of its business activities
by
integrating
pollution
control,
waste
management
and
rehabilitation
activities
into
operating
procedures.
Employees should give appropriate and timely attention to environmental
issues.
5.4.
POLITICAL SUPPORT
Net1 accepts the personal participation of its
employees in the political process and
respects their right to absolute
privacy with
regard to
personal political
activity.
Net1 will
not attempt
to influence
any such
activity provided
there is no disruption to workplace activities and it does not contribute
to industrial unrest.
Net1
funds,
goods
or
services,
however,
may
not
be
used
as
contributions
to
politic
al
parties
or
their
candidates.
6.
NET1’S FUNDS, PROPERTY AND RECORDS
6.1.
FUNDS AND PROPERTY
Net1 has developed
a number of
internal controls
to safeguard
its assets and
imposes strict
standards to
prevent
fraud and dishonesty.
It is every employee’s responsibility
to implement, maintain and enhance the effectiveness
of the control environment in which they operate.
All employees
who have
access to Net1’s
funds in
any form
must at
all times
follow prescribed
procedures for
recording, handling and protecting such funds.
Operating areas may implement
policies and procedures relating
to the safeguarding of
Net1 property,
including
computer software.
Employees
must at
all times
ensure
that Net1’s
funds and
property
are used
only for
legitimate Net1
business
purposes.
Where an
employee
requires
Net1 funds
to be
spent,
it is
the employee’s
responsibility
to use
good
judgment on Net1’s behalf and to ensure
that appropriate value and authorization
is received for such
expenditure.
All
payments
made
by
or
on
behalf
of
Net1
for
any
purpose
must
be
fully
and
accurately
described
in
the
documents and
records supporting
the payment.
No false,
improper,
or misleading
entries shall
be made
in the
books and records of Net1.
Complete and
accurate information
is to be
given in
response to
inquiries from
Net1’s
Compliance Department
and certified public accountants.
If employees become
aware of any
evidence that Net1
funds or property
may have been
or are likely
to be used
in
a
fraudulent
or
improper
manner
they
should
immediately
and
confidentially
advise
Net1
as
set
out
in
the
compliance with this Code section of this document.
It is
Net1’s
policy that
no retaliation
or other
adverse action
will be
taken against
any employee
for good-faith
reports.
6.2.
RECORDS
Accurate and
reliable records of
many kinds are
necessary to meet
Net1’s
legal and financial
obligations and
to
manage the
affairs of
Net1. Net1’s
books and
records should reflect
all business transactions
in an accurate
and
timely manner.
Undisclosed
or
unrecorded
revenues,
expenses,
assets
or
liabilities
are
not
permissible,
and
the
employees
responsible for accounting and record-keeping functions are expected to be diligent in enforcing proper practices.
7.
EMPLOYMENT MATTERS
7.1.
SUPERVISION OF RELATIVES AND OTHERS
Close relatives
and domestic
partners shall
not work
directly or
indirectly under
the supervision
of one
another
without prior written approval.
●
“Close relative”
means, but
is not
limited to,
a spouse,
sister,
brother,
sister-in-law,
brother-in-law,
father,
mother,
father-in-law,
mother-in-law,
step-parent, aunt,
uncle, first cousin,
child, step-child,
foster child,
or
grandparent.
●
“Domestic partner”
means, but
is not
limited to,
husband, wife,
or a
person the
employee currently
resides
with in an intimate, romantic or sexual relationship.
If such a
situation should arise,
it should be
immediately brought to
the attention of
a direct manager
of Human
Resources.
Net1 also requires
that employees disclose to
Human Resources the
existence of an intimate,
romantic or sexual
relationship
between
employees
where
there
exists a
direct
chain
of command
and/
or supervisor/
subordinate
relationship. Decisions concerning such employees will be made
on a case-by-case basis by Human Resources.
7.2.
RESTRICTIONS ON FORMER GOVERNMENT
EMPLOYEES
Former U.S. Government employees
or U.S. military officers are
generally prohibited from representing
Net1 in
matters in which the government has substantial interest and where the employee
had prior responsibility.
Retired senior government officials
and regular military officers
are further restricted from selling
to, or in some
instances, contacting their former agency or military service.
The duration of these
prohibitions and the matters to
which they apply depend
on the type of
previous government
employment. Net1’s legal department
should be contacted to help identify which restrictions apply.
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
8.1.
PROMPT COMMUNICATIONS
Net1 strives to achieve complete,
accurate, fair,
understandable and timely communications
with all parties with
whom it conducts
business, as well
as government
authorities and
the public.
All employees must
take all steps
necessary to
assist Net1
in fulfilling
these disclosure
responsibilities. In
addition, prompt
and effective
internal
communication is encouraged.
A prompt,
courteous and accurate
response should
be made to
all reasonable
requests for
information and other
client communications.
Any complaints should
be dealt with
in accordance with
internal procedures
established
by various operating areas of Net1 and applicable laws.
8.2.
MEDIA RELATIONS
In addition to everyday communications with outside persons and organizations, Net1 will, on occasion, be asked
to express its views to the media on certain issues.
When communicating publicly
on matters that
involve Net1 business, employees
must not presume
to speak for
Net1 on
any matter,
unless they
are certain
that the views
they express
are those
of Net1 and
it is Net1’s
desire
that such
views be
publicly disseminated.
Employees approached
by the
media should
immediately contact
the
department or individual responsible for corporate communications.
An
employee,
when
dealing
with
anyone
outs
ide
Net1,
including
public
officials,
must
take
care
not
to
compromise the
integrity or
damage the
reputation of
any outside
individual, business,
or government
body,
or
that of Net1.
As a general rule, Net1’s position
on public policy or industry issues will be dealt with by
senior management of
Net1 and existing
policies in this
regard must be
adhered to.
The text
of the articles
for publication, public
speeches
and addresses about
Net1 and its
business should be
reviewed in advance
with the
individual responsible for
public
relations.
Employees
should
separate
their
personal
roles
from
Net1’s
position
when
communicating
on
matters
not
involving Net1 business. They should
be especially careful to ensure
that they are not identified with
Net1 when
pursuing personal or
political activities, unless
this identification has
been specifically authorized
in advance by
Net1.
9.
PRIVACY
AND CONFIDENTIALITY
In
the
regular
course
of
business,
Net1
accumulates
a
considerable
amount
of
information.
The
following
principles are to be observed:
9.1.
OBTAINING AND SAFEGUARDING INFORMATION
Information necessary
for Net1’s
business should
be reliable, accurate
and its confidentiality
maintained. When
personal information is needed, wherever
possible, it should be
obtained directly from the
person concerned. Only
reputable and reliable sources should be used to supplement this information.
Information
should
only
be
retained
as
long
as
it
is
needed
or
as
required
by
law,
and
it
is
every
employee’s
responsibility to ensure that such information is physically secured and protected.
9.2.
ACCESS TO INFORMATION
Any
information
with
respect
to
any
product,
plan
or
business
transaction
of
Net1,
or
personal
information
regarding
employees,
including
their
salaries,
must
be
kept
strictly
confidential
(hereinafter
referred
to
as
“Confidential Information”) and must not be
disclosed or used for improper
purposes by any employee unless
and
until proper authorization for such disclosure has been obtained.
Once authorization has
been obtained, all
information required by
stakeholders either on
request or due
to statutory
requirements must be accurately disclosed.
In addition, operating areas may
implement policies and procedures to
prevent improper transmission within Net1
of material non-public information.
9.3.
TERMINATION OF EMPLOYMENT
The obligation to
preserve the confidentiality
of Confidential Information
acquired in the course
of employment
with
Net1
does
not
end
upon
termination
of
employment.
The
obligation
continues
indefinitely
until
Net1
authorizes disclosure, or until the Confidential Information legally enters
the public domain.
Immediately
upon
the
termination
of
employment
for
any
reason,
or
when
otherwise
requested
by
Net1,
employees
are required
to return
to
Net1 all
above-mentioned
Confidential Information,
including
documents,
information and other property.
9.4.
FORMER EMPLOYMENT
New employees
will not
be assigned
to work
where
they might
be required
to use
or disclose
trade
secrets
or
confidential information
belonging to
their former
employers. New
employees should
not take
away from
their
former place of employment any information that might be considered
proprietary or confidential.
10.
OBLIGATIONS OF EMPLOYEES
It is of paramount importance to Net1 that all disclosure in reports and documents that Net1 files with, or submits
to, the SEC, and in other public communications made by Net1 is full, fair,
accurate, timely and understandable.
You
must take all steps available to assist Net1 in fulfilling these responsibilities consistent with your role within
the Net1. In
particular,
you are required
to provide
prompt and accurate
answers to all
inquiries made
to you
in
connection with Net1’s preparation
of its public reports and disclosure.
All employees must perform their duties diligently,
effectively and efficiently,
and in particular:
●
support and assist Net1 to fulfil its commercial and ethical obligations and objectives as set out in this Code;
●
avoid any waste of resources, including time;
●
be committed to improving
productivity, achieving the maximum quality standards, reducing ineffectiveness,
and avoiding unreasonable disruption of activities at work;
●
commit to honouring their agreed terms and conditions of employment;
●
not act in any way that may jeopardize the shareholders’
rights to a reasonable return on investment;
●
act honestly and in good faith at all times and report any harmful activity
they observe in the workplace;
●
recognize fellow employees’
rights to freedom of association and not intimidate fellow employees;
●
pay due regard to environmental, public health and safety conditions in
and around the workplace; and
●
act within their powers and not carry on the business of Net1 recklessly.
Each
employee
who
contributes
in
any
way
to
the
preparation
or
verification
of
the
Company's
financial
statements and other financial information must:
●
ensure that the Company's books, records and accounts are accurately maintained;
●
be familiar with
and comply with
the Company's disclosure
controls and procedures
and its internal control
over financial reporting; and
●
take all necessary steps to ensure that all filings with the SEC and all other public communications about
the
financial
and
business
condition
of
the
Company
provide
full,
fair,
accurate,
timely
and
understandable
disclosure.
Each employee
must cooperate
fully with
the Company's
accounting and
internal audit
departments, as
well as
the Company's certified public accountants and counsel.
Each
employee
acknowledges
that
Net1 shall
be the
owner
of the
copyright in
any work
which
is eligible
for
copyright and
which is
created or
executed by
such employee,
whether alone
or with
others, in
the course
and
scope of employment.
All work created
or executed by
the employee and
for which copyright
exists shall
unless the employee
established
the contrary, be deemed to
have been created or executed in the course and scope of employment with Net1.
BOARD APPROVAL
RECEIVED: SEPTEMBER 2021