EX-10.4 12 ex104.htm EX-10.4
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
11.
POLICY REVIEW
........................................................................................................................
16
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
becomes
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
Whistleblowing Policy.
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 Lesak
a’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 Lesakafiles
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.
11.
POLICY REVIEW
The Audit Committee of
the Company will periodically
(preferably annually) review
the policy and may
recommend changes from time to time for the consideration of
the Board.
Any proposed
changes
to this
Policy
where
indicated,
shall be
referred
to the
Board
for
appropriate
action.
BOARD APPROVAL
RECEIVED: SEPTEMBER 2022