EX-14 14 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
 
Capital 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
 
Capital or
 
a member
 
of the
 
Risk, Compliance
or
 
Fraud
 
Risk
 
Departments
 
(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 Capital,
 
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 Capital, 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 Capital.
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.
Employees of the Lesaka Group may accept gifts from Third Parties (other than Government Officials) that are of modest
value ($100 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
 
Lesaka
CEO/Group CFO or relevant Executive.
 
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
Capital.
 
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
 
Capital.
 
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 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 Capital.
 
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
 
Capital.
 
Lesaka
 
also
 
requires
 
that
 
employees
 
disclose
 
to
 
Human
 
Capital
 
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 Capital.
 
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 Lesaka
 
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.
BOARD APPROVAL RECEIVED: SEPTEMBER 2024