EX-14 3 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
3.
COMPLIANCE WITH LAWS, RULES
AND REGULATIONS .......................................................
5
4.
CONFLICT OF INTEREST ...........................................................................................................
7
4.1.
OUTSIDE ACTIVITIES, EMPLOYMENT AND DIRECTORSHIP ..................................
7
5.
EMPLOYMENT EQUITY,
ENVIRONMENTAL
RESPONSIBILITY AND POLITICAL SUPPORT10
6.
LESAKA’S FUNDS,
PROPERTY AND RECORDS ....................................................................
11
7.
EMPLOYMENT MATTERS .........................................................................................................
12
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS ...............................................
13
9.
PRIVACY AND CONFIDENTIALITY ...........................................................................................
14
10.
EMPLOYEE OBLIGATIONS .......................................................................................................
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.
Lesaka’s Value
Statement
An
insurgent
entrepreneurial
spirit
is
at
our
core.
It
drives
our
innovative
thinking
and
relentless
search
for
disruptive solutions. It is a spirit that is carried with a bone-deep
integrity,
a non-negotiable commitment to doing
the right thing and always doing what we say we will do.
This is the
bedrock of
our environment where
we relish open
and safe debate,
embracing all ideas,
recognising
that our
collective wisdom
will find the answers and allow the best
ideas to succeed. Our environment is
driven
by a belief
in shared
ownership,
based on
a commitment
to performance
and accountability,
and an energised
bias to action.
These
are
our
values
that
underpin
our
mission
to
enable
Merchants
to
compete
and
grow
,
and
Grant
Beneficiaries
to
improve
their
lives,
by
providing
innovative
financial
technology
and
value-creating
solutions
.
This Code
of Ethics
(hereinafter referred
to as
this “Code”)
is Lesaka’s
promise that
our Values
Statement and
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 including non-executive Directors;
and
●
Contractors, consultants and temporary staff.
This Code is designed
to inform Employees of policies
in various areas. Therefore, Lesaka
expects all Employees
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
their line manager,
the Head
of Human Resources 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 Head of
Human Resources
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.
In the event that
an
Employee feels unable to
report such matters via
the aforementioned channels,
then the Lesaka
Whistleblowing
Hotline is available for safe and anonymous reporting of
any potential breaches of this policy.
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 Head of
Human Resources, 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
will be subjected
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 and/or
local 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
and/or local official,
political party or
candidate in his/
her/
its official capacity;
●
Inducing that foreign and/or local
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 and/or local
official, candidate or political party to use
his/ her/ its influence with local
and/or 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 and/or
local 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. Therefore,
any contravention of such laws and
regulations will result in disciplinary action
as detailed in the Code of Conduct.
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.
Any Employee who is found to have violated copyright
laws will be subject to a disciplinary action.
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.
It is
prohibited
and
unlawful
to collaborate
or collude
with competitors
that
are in
a horizontal
relationship
with
Lesaka for the
purposes of substantially preventing
or lessening competition in
a market.
Any Employee of
Lesaka
who is
found to
have violated
the Competition
laws in
any of
the jurisdictions
in which
Lesaka operates,
will be
subject to disciplinary action.
4.
CONFLICT 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
Head of Human
Resources, 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 Head of Human Resources.
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.
4.1. 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.
4.2.
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.
4.3.
Employees of the Lesaka Group may accept gifts from Third Parties (other than Government Officials) that are of
modest
value
($50
USD
or
less),
provided
the
gift
and
entertainment
guidelines
stated
in
the
Gifts
and
Entertainment policy,
are satisfied.
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,
the Securities
and
Exchange Commission, NASDAQ and other regulatory bodies,
industry associations and management.
The rules include requirements for all Employees to:
●
Obtain prior
written approval
from their
line manager
and the
Compliance
Officer
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/closed
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
the Group CEO/ Group CFO.
No employee,
director or any committee member of Lesaka
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
Head of
Human Resources.
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 Head of Human
Resources.
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.
However,
in
the
event
of
a
legitimate
need
to
make
a
donation
to
a
political
party,
this
must
receive
specific
approval from the Social and Ethics committee of the Board.
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 and intellectual property.
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 independent auditors.
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
from the
Head of
Human Resources.
The aforementioned
may be
allowed on
an
exceptional basis.
●
“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
U.S. 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.
Unless
specifically
designated
to
do
so,
no
employee
may
provide
advice
or
comment
on/respond
to
customer/media/public
queries
or
any
business/product
related
queries
as
a
representative
of
the
organisation/operate in any official capacity via social
or other public platforms/media spaces.
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
the Board 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.
If your
personal social
media activity
is/can be
linked in
any way
or could
be deemed
related to
Lesaka (or
our
related business
entities and
brands), we
have a
legitimate interest
in the
content being
published by
you. This
includes but is not limited to posting any confidential or sensitive information (either as
text, video, audio or image
content), discriminatory
or offensive
comments, critical
comments about
Lesaka, our employees,
our customers
or competitors or any other information that may put Lesak
a
and its associated brands and entities at risk.
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.
EMPLOYEE OBLIGATIONS
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
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 independent auditors 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.
Non-compliance with the guidelines set herein, may result in
the institution of disciplinary action and potential dismissal
.
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.