EX-14 18 ex14.htm EX-14
Exhibit 14
LESAKA 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.
LESAKA’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
Lesaka Technologies
,
Inc. and its
subsidiaries (hereinafter
referred to as
“Lesaka”) are committed
to a policy
of
fairness and integrity in the conducting of their businesses. This
commitment, endorsed by the Board of Directors
of
Lesaka
(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 Lesaka’s
promise that these
ethical standards will
form the
basis for
all endeavours
of Lesaka.
Lesaka has
established this
Code as
part of
its overall
policies and
procedures. To the extent that other Lesaka
policies and procedures conflict with
this Code, this Code
will prevail.
This Code
will apply
equally to
all employees
and other
representatives of
Lesaka. 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, Lesaka 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 Lesaka’s
website, and filed as an
exhibit to Lesaka’s
Annual Report on Form
10-K. Lesaka’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 Lesaka’s
website.
Please
study
this
Code
carefully
so
that
you
understand
Lesaka’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).
Lesaka’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 Lesaka’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 Lesaka’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 Lesaka. Lesaka 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.
Lesaka 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
Lesaka.
Numerous federal, state and local laws, rules and regulations define and establish obligations with which Lesaka,
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 Lesaka’s business. If you violate these laws
or
regulations
in
performing
your
duties
for
Lesaka,
you
not
only
risk
individual
indictment,
prosecution
and
penalties, as well as civil actions and penalties, but also subject Lesaka to the same
risks and penalties.
If you
violate these
laws in
performing duties
for Lesaka,
you may
be subject
to immediate
disciplinary action,
including possible termination of your employment or affiliation
with Lesaka.
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 Lesaka
.
3.1.
FOREIGN CORRUPT PRACTICES ACT
Lesaka 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
Lesaka or its employee
in obtaining or retaining
business for or with,
or directing business
to, Lesaka.
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
Lesaka’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
Lesaka and the individual
to criminal and civil penalties,
up to
and including imprisonment.
3.2.
COPYRIGHTED OR LICENSED MATERIAL
It is both illegal and unethical to engage in practices that violate copyright
laws or licensing agreements.
Lesaka 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 Lesaka to optimize business objectives.
Employees must not use their positions, or knowledge
gained through their employment with Lesaka, for private
or personal
advantage or
in such
a manner
that a
conflict or
an appearance
of conflict
arises between
Lesaka’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
Lesaka or knowledge gained through that position.
Every
employee
must
promptly
inform
Lesaka
of any
business opportunities
that
come
to
his
or
her attention
through the use
of Lesaka assets, property
or information or that
relate to the existing
or prospective business of
Lesaka.
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
Lesaka 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 Lesaka
which would create, or appear to create:
●
an excessive demand upon
their time, attention and energy
which would deprive Lesaka
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 Lesaka’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 Lesaka or Executive Director responsible for the division.
4.2.
RELATIONSHIPS WITH CLIENTS, CUSTOMERS AND SUPPLIERS
Lesaka recognizes
that relationships
with clients,
customers and
suppliers give
rise to
many potential
situations
where conflicts of interest, real or perceived, may arise.
Employees
should
ensure
that
they
are
independent,
and
are
seen
to
be
independent,
from
any
business
organization
having a
contractual relationship
with Lesaka
or providing
goods or
services to
Lesaka,
if such
a
relationship
might influence
or create
the impression
of influencing
their decisions
in the
performance
of their
duties on behalf of Lesaka.
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 Lesaka.
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 Lesaka 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
Lesaka 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 Lesaka,
and provided
these decisions
are not made
on the basis
of
material non-public information acquired by reason of an employee’s
connection with Lesaka.
Employees should not permit their personal investment
transactions to have priority over transactions for Lesaka
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 Lesaka.
Employees involved in performing investment activities on behalf of Lesaka and those who by the nature of their
duties or
positions
are exposed
to price
-sensitive information
relating
to Lesaka
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 Lesaka deals
with during certain
restricted periods, as well
as Lesaka subsidiaries and associates.
4.5.
INSIDER INFORMATION AND INSIDER TRADING
Employees
may
receive
information
concerning
Lesaka
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 Lesaka
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 Lesaka’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
Lesaka except as specifically provided
under an individual’s
terms of employment or
as specifically agreed with
management.
No
member
of
Lesaka’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 Lesaka’s
regular remuneration
or other
incentives),
either directly
or indirectly,
for negotiating,
procuring, recommending
or aiding
in any
transaction
made on behalf of Lesaka, nor have any direct or indirect financial interest
in such a transaction.
5.
EMPLOYMENT
EQUITY,
ENVIRONMENTAL
RESPONSIBILITY
AND
POLITICAL
SUPPORT
5.1.
EMPLOYMENT EQUITY
Lesaka 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.
Lesaka
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
Lesaka is committed to taking every reasonable precaution to ensure a
safe work environment for all employees.
Employees who become aware of circumstances relating to Lesaka’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 Lesaka’s
policy that no retaliation or
other adverse action will be taken
against any employee for good-faith
reports.
5.3.
ENVIRONMENTAL MANAGEMENT
Lesaka 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
Lesaka
accepts
the
personal
participation
of
its
employees
in
the
political
process
and
respects
their
right
to
absolute privacy with
regard to personal political
activity. Lesaka
will not attempt
to influence any such
activity
provided there is no disruption to workplace activities and it does not contribute
to industrial unrest.
Lesaka funds, goods or services,
however, may not be used as contributions to
political parties or their candidates.
6.
LESAKA’S FUNDS, PROPERTY AND RECORDS
6.1.
FUNDS AND PROPERTY
Lesaka 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 Lesaka’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 Lesaka
property, including
computer software.
Employees must at all times ensure that Lesaka’s funds and property are used only for legitimate
Lesaka business
purposes. Where
an employee requires
Lesaka funds to
be spent, it
is the employee’s
responsibility to use
good
judgment
on
Lesaka’s
behalf
and
to
ensure
that
appropriate
value
and
authorization
is
received
for
such
expenditure.
All
payments
made
by
or
on
behalf
of
Lesaka
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 Lesaka.
Complete and accurate information is to be given in response to inquiries from Lesaka’s Compliance Department
and certified public accountants.
If employees become aware of any evidence that Lesaka funds or property may have been or are likely to be used
in a
fraudulent or
improper manner
they should
immediately and
confidentially advise
Lesaka as
set out
in the
compliance with this Code section of this document.
It is Lesaka’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 Lesaka’s legal and financial obligations and to
manage the affairs
of Lesaka. Lesaka’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.
Lesaka 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
Lesaka
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. Lesaka’s legal
department should be contacted to help identify which restrictions apply.
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
8.1.
PROMPT COMMUNICATIONS
Lesaka 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 Lesaka 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 Lesaka and applicable laws.
8.2.
MEDIA RELATIONS
In
addition
to
everyday
communications
with
outside
persons
and
organizations,
Lesaka
will,
on
occasion,
be
asked to express its views to the media on certain issues.
When communicating
publicly on
matters that
involve Lesaka
business, employees
must not
presume to
speak
for Lesaka on any matter, unless they are certain that
the views they express are those
of Lesaka and it is Lesaka’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
outside
Lesaka,
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 Lesaka.
As a general rule, Lesaka’s
position on public policy
or industry issues will be dealt
with by senior management
of Lesaka and
existing policies in
this regard
must be adhered
to. The text
of the articles
for publication,
public
speeches
and
addresses
about
Lesaka
and
its
business
should
be
reviewed
in
advance
with
the
individual
responsible for public relations.
Employees
should
separate
their
personal
roles
from
Lesaka’s
position
when
communicating
on
matters
not
involving Lesaka
business. They
should be
especially careful
to ensure
that they
are not
identified with
Lesaka
when pursuing personal
or political
activities, unless this
identification has been
specifically authorized in
advance
by Lesaka.
9.
PRIVACY
AND CONFIDENTIALITY
In
the
regular
course
of
business,
Lesaka
accumulates
a
considerable
amount
of
information.
The
following
principles are to be observed:
9.1.
OBTAINING AND SAFEGUARDING INFORMATION
Information necessary for Lesaka’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
Lesaka,
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
Lesaka 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 Lesaka
does not
end upon
termination of
employment. The
obligation
continues indefinitely
until Lesaka
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
Lesaka,
employees are required to
return to Lesaka 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
Lesaka that
all disclosure
in reports
and documents
that Lesaka
files with,
or
submits
to,
the
SEC,
and
in
other
public
communications
made
by
Lesaka
is
full,
fair,
accurate,
timely
and
understandable.
You
must
take
all
steps
available
to
assist
Lesaka
in
fulfilling
these
responsibilities
consistent
with
your
role
within the Lesaka. In particular, you are required to provide prompt and accurate answers to all inquiries made to
you in connection with Lesaka’s
preparation of its public reports and disclosure.
All employees must perform their duties diligently,
effectively and efficiently,
and in particular:
●
support
and
assist Lesaka
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 Lesaka 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 Lesaka
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 Lesaka.
BOARD APPROVAL
RECEIVED: SEPTEMBER 2021