EX-14 3 ex14.htm EX-14 ex14
Exhibit 14
LESAKA TECHNOLOGIES,
 
INC.
CODE OF ETHICS.
 
 
CONTENTS
 
 
 
 
 
 
 
 
 
 
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.