EX-14 18 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.
This Code of
 
Ethics (hereinafter referred
 
to as this “Code”)
 
is Lesaka’s
 
promise that these
 
ethical standards will
form the
 
basis for
 
all endeavours
 
of Lesaka.
 
Lesaka has
 
established this
 
Code as
 
part of
 
its overall
 
policies and
procedures. To the extent that other Lesaka
 
policies and procedures conflict with
 
this Code, this Code
 
will prevail.
 
This Code
 
will apply
 
equally to
 
all employees
 
and other
 
representatives of
 
Lesaka. The
 
term “employees”
 
has
been used in the broadest sense and includes:
 
●
all staff with whom a service contract exists;
●
management and non-management;
●
directors; and
●
contractors, consultants and temporary staff.
 
This Code is designed to inform employees of policies in various areas. Therefore, Lesaka expects all employees,
directors and other representatives to share its commitment to high moral,
 
ethical and legal standards.
The most
 
current version
 
of this
 
Code will
 
be distributed
 
to all
 
employees, posted
 
and maintained
 
on Lesaka’s
website, and filed as an
 
exhibit to Lesaka’s
 
Annual Report on Form
 
10-K. Lesaka’s
 
Annual Report on Form
 
10-
K shall
 
disclose that
 
this Code
 
is maintained
 
on its
 
website and
 
shall disclose
 
that substantive
 
amendments and
waivers will also be posted on Lesaka’s
 
website.
Please
 
study
 
this
 
Code
 
carefully
 
so
 
that
 
you
 
understand
 
Lesaka’s
 
expectations
 
and
 
your
obligations.
 
 
2.
COMPLIANCE, WAIVERS OR AMENDMENTS
 
2.1.
COMPLIANCE WITH THIS CODE
 
Compliance
 
with this
 
Code by
 
all employees
 
is mandatory.
 
If any
 
employee become
 
s
 
aware of,
 
or suspects,
 
a
contravention of this
 
Code, such employee
 
must promptly and
 
confidentially advise his
 
or her line
 
manager, the
Human Resources Manager or a member of the Compliance Department (provided such person was not involved
in the alleged violation).
 
Lesaka’s efforts
 
to ensure observance of,
 
and adherence to, the
 
goals and policies outlined
 
in this Code mandate
that you must promptly bring to
 
the attention of your line manager,
 
the Human Resources Manager or a member
of
 
the
 
Compliance
 
Department
 
(provided
 
such
 
person
 
was not
 
involved
 
in
 
the
 
alleged
 
violation)
 
any
 
material
transaction, relationship,
 
act, failure to act,
 
occurrence or
 
practice that you believe,
 
in good faith,
 
is inconsistent
with, in violation of, or reasonably could be expected to give rise to a violation of,
 
this Code.
 
The matter will be investigated and dealt
 
with according to the Lesaka’s
 
Policy for the Review and Investigation
of Compliance
 
Matters. Failure
 
to report
 
violations of
 
this Code
 
will itself
 
be considered
 
a serious
 
violation of
this Code.
 
It is Lesaka’s
 
policy that no retaliation or
 
other adverse action will be taken
 
against any employee for good-faith
reports
 
of
 
Code violations.
 
Persons who
 
discriminate,
 
retaliate or
 
harass
 
may
 
be
 
subject to
 
civil,
 
criminal
 
and
administrative penalties, as well as disciplinary action, up to and including termination of
 
employment for cause.
Managers set an example for other employees and are often responsible
 
for directing the actions of others. Every
manager
 
and supervisor
 
is expected
 
to take
 
necessary
 
actions to
 
ensure compliance
 
with this
 
Code, to
 
provide
guidance and
 
assist employees
 
in resolving
 
questions concerning
 
this Code
 
and to permit
 
employees to
 
express
any concerns regarding compliance with this Code.
 
No one has the authority to order another employee to act in a manner that is contrary to
 
this Code.
2.2.
WAIVERS OF OR AMENDMENTS TO THIS CODE
 
Any waivers of or amendments to this Code must be in writing and must be approved
 
in advance by the Board.
 
Waivers
 
and
 
amendments,
 
and
 
the
 
reason
 
therefore,
 
shall
 
be
 
disclosed
 
as
 
required
 
under
 
applicable
 
law
 
and
regulations. If employees are in doubt about the
 
application of this Code, they should
 
discuss the matter with their
line manager, the Human Resources Manager,
 
or the Compliance Department.
 
 
3.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
 
Employees must comply with all
 
applicable laws, rules and regulations
 
which relate to their activities for
 
and on
behalf of Lesaka. Lesaka will not tolerate any violation of the
 
law or unethical business dealing by any employee,
including any payment for, or other
 
participation in, an illegal act, such as bribery.
Lesaka is committed
 
to full compliance
 
with the laws,
 
rules and regulations
 
of the cities,
 
states and countries
 
in
which it operates. You
 
must comply with all applicable
 
laws, rules and regulations in performing
 
your duties for
Lesaka.
 
Numerous federal, state and local laws, rules and regulations define and establish obligations with which Lesaka,
its employees and
 
agents must comply. Under
 
certain circumstances, local
 
country law may
 
establish requirements
that differ from this Code.
 
You are expected to comply with all local country laws in conducting Lesaka’s business. If you violate these laws
or
 
regulations
 
in
 
performing
 
your
 
duties
 
for
 
Lesaka,
 
you
 
not
 
only
 
risk
 
individual
 
indictment,
 
prosecution
 
and
penalties, as well as civil actions and penalties, but also subject Lesaka to the same
 
risks and penalties.
 
If you
 
violate these
 
laws in
 
performing duties
 
for Lesaka,
 
you may
 
be subject
 
to immediate
 
disciplinary action,
including possible termination of your employment or affiliation
 
with Lesaka.
 
Employees must ensure that their conduct cannot be interpreted as being in any way in contravention
 
of
applicable laws, rules and regulations governing the operations of Lesaka
 
.
3.1.
FOREIGN CORRUPT PRACTICES ACT
Lesaka employees
 
are expressly
 
prohibited from,
 
directly or
 
indirectly,
 
offering
 
payment, promising
 
to pay,
 
or
authorizing the payment of any money,
 
or offering any gift or non-monetary offer
 
or benefit, promising to give a
gift or non-monetary offer or benefit, or authorizing the
 
giving of anything of value to any foreign official or any
foreign political party,
 
official of any foreign political party,
 
or candidate for governmental or political office
 
for
purposes of:
●
influencing
 
any
 
act
 
or
 
decision
 
of
 
that
 
foreign
 
official,
 
political
 
party
 
or
 
candidate
 
in
 
his/
 
her/
 
its
 
official
capacity;
●
inducing that foreign official, candidate or political party to do
 
or omit to do any act
 
in violation of the lawful
duty of that official, candidate or party,
 
or
●
securing any improper advantage; or
●
inducing
 
that
 
foreign
 
official,
 
candidate
 
or
 
political
 
party
 
to
 
use
 
his/
 
her/
 
its
 
influence
 
with
 
a
 
foreign
government or instrumentality to
 
affect or influence any
 
act or
 
decision of that
 
government or instrumentality,
in order to assist
 
Lesaka or its employee
 
in obtaining or retaining
 
business for or with,
 
or directing business
to, Lesaka.
Various
 
countries
 
also
 
have
 
laws that
 
prohibit
 
commercial
 
bribery.
 
Accordingly,
 
these laws
 
are
 
not
 
limited
 
in
scope to
 
bribery of
 
foreign officials
 
and typically
 
prohibit bribes
 
or inducements
 
to an individual
 
or business
 
to
improperly influence decision-making.
 
As such, it is
 
Lesaka’s policy that nothing of value
 
should be provided to
 
any person for the
 
purpose of improperly
obtaining or
 
retaining business
 
or otherwise
 
gaining an
 
improper business
 
advantage.
 
Violations
 
of this
 
policy
are taken very seriously,
 
as they can subject both
 
Lesaka and the individual
 
to criminal and civil penalties,
 
up to
and including imprisonment.
 
3.2.
COPYRIGHTED OR LICENSED MATERIAL
 
It is both illegal and unethical to engage in practices that violate copyright
 
laws or licensing agreements.
 
Lesaka requires
 
that all
 
employees
 
respect the
 
rights conferred
 
by such
 
laws and
 
agreements and
 
refrain
 
from
making unauthorized copies
 
of protected materials,
 
including but not
 
limited to printed
 
matter, musical recordings,
and computer software.
 
3.3.
COMPETITIVE
 
RELATIONSHIPS
 
It is
 
unethical and
 
unlawful to
 
collaborate with
 
competitors or
 
their agents
 
or representatives
 
for the
 
purpose of
establishing or
 
maintaining rates or
 
prices at any
 
particular level,
 
or to collaborate
 
in any way
 
in the restraint
 
of
trade.
 
 
 
4.
CONFLICTS
 
OF INTEREST
 
Employees are expected to
 
perform their duties conscientiously, honestly and in
 
accordance with the best
 
interests
of Lesaka to optimize business objectives.
Employees must not use their positions, or knowledge
 
gained through their employment with Lesaka, for private
or personal
 
advantage or
 
in such
 
a manner
 
that a
 
conflict or
 
an appearance
 
of conflict
 
arises between
 
Lesaka’s
interest and their personal interests.
 
A conflict could arise
 
where an employee’s
 
family, or
 
a business with which an
 
employee or his or her
 
family is
associated obtains a
 
gain, advantage or
 
profit, or there
 
is the appearance of
 
a gain, advantage or
 
profit, by virtue
of the employee’s position with
 
Lesaka or knowledge gained through that position.
Every
 
employee
 
must
 
promptly
 
inform
 
Lesaka
 
of any
 
business opportunities
 
that
 
come
 
to
 
his
 
or
 
her attention
through the use
 
of Lesaka assets, property
 
or information or that
 
relate to the existing
 
or prospective business of
Lesaka.
If employees
 
feel that
 
a course
 
of action
 
which they
 
have pursued,
 
are pursuing
 
or are
 
contemplating pursuing,
may
 
involve
 
them
 
in
 
a
 
conflict
 
of
 
interest
 
situation
 
or
 
a
 
perceived
 
conflict
 
of
 
interest
 
situation,
 
they
 
should
immediately make all the facts
 
known to the person
 
to whom they report and the
 
Human Resources Manager,
 
or
Compliance Department.
4.1.
OUTSIDE ACTIVITIES, EMPLOYMENT
 
AND DIRECTORSHIP
 
We all
 
share a very real responsibility to
 
contribute to our local communities, and
 
Lesaka encourages employees
to participate in religious, charitable, educational and civic activities.
Employees should, however, avoid acquiring any
 
business interest or participating in any activity outside Lesaka
which would create, or appear to create:
●
an excessive demand upon
 
their time, attention and energy
 
which would deprive Lesaka
 
of their best efforts
on the job; or
●
a conflict of interest - that is,
 
an obligation, interest or distraction which would interfere or
 
appear to interfere
with their independent exercise of judgment in Lesaka’s
 
best interest.
Employees other
 
than outside directors
 
may not
 
take up outside
 
employment without
 
the prior
 
written approval
of the Human Resources Manager.
Employees
 
who hold,
 
or have
 
been
 
invited
 
to hold,
 
outside
 
directorships
 
should take
 
particular
 
care to
 
ensure
compliance
 
with
 
all
 
provisions
 
of
 
this
 
Code.
 
When
 
outside
 
business
 
directorships
 
are
 
being
 
considered
 
by
employees other than outside directors, prior written approval must be obtained from the Chief Executive Officer
of Lesaka or Executive Director responsible for the division.
4.2.
RELATIONSHIPS WITH CLIENTS, CUSTOMERS AND SUPPLIERS
 
Lesaka recognizes
 
that relationships
 
with clients,
 
customers and
 
suppliers give
 
rise to
 
many potential
 
situations
where conflicts of interest, real or perceived, may arise.
 
Employees
 
should
 
ensure
 
that
 
they
 
are
 
independent,
 
and
 
are
 
seen
 
to
 
be
 
independent,
 
from
 
any
 
business
organization
 
having a
 
contractual relationship
 
with Lesaka
 
or providing
 
goods or
 
services to
 
Lesaka,
 
if such
 
a
relationship
 
might influence
 
or create
 
the impression
 
of influencing
 
their decisions
 
in the
 
performance
 
of their
duties on behalf of Lesaka.
 
In such
 
circumstances,
 
employees should
 
not invest
 
in, or
 
acquire
 
a financial
 
interest, directly
 
or indirectly,
 
in
such an organization.
 
4.3.
GIFTS, HOSPITALITY AND FAVOURS
Conflicts
 
of
 
interest
 
can
 
arise
 
where
 
employees
 
are
 
offered
 
gifts,
 
hospitality
 
or
 
other
 
favours which
 
might,
 
or
could be perceived
 
to, influence their
 
judgment in relation
 
to business transactions
 
such as the
 
placing of orders
and contracts.
An employee should
 
not accept gifts,
 
hospitality or other
 
favours from suppliers
 
of goods or services
 
to Lesaka.
However, the acceptance of the following
 
would not be considered contrary to such policy:
●
promotional matter of limited commercial value;
●
occasional business entertaining such as lunches, cocktail parties or
 
dinners; and
●
occasional personal hospitality such as tickets to sporting events or theatres.
Any
 
bribe
 
or
 
attempted
 
bribe
 
must
 
be
 
reported
 
to
 
the
 
employee’s
 
line
 
manager
 
as
 
soon
 
as
 
possible.
 
It
 
is
 
the
intention that dealings with any supplier that offers bribes
 
will be terminated.
Certain functions
 
or operating
 
areas may
 
have more
 
detailed rules
 
governing the
 
receipt of
 
gifts, hospitality
 
or
other favours.
In addition, no bribes of any kind should be made by any Lesaka employee to any customer
 
or potential customer
to secure business.
Providing the occasional gifts to customers, as set out below,
 
would not be considered contrary to such a policy:
●
advertising matter of limited commercial value;
●
occasional business entertaining such as lunches, cocktail parties or
 
dinners; and
●
occasional personal hospitality such as tickets to sporting events or theatres.
4.4.
PERSONAL INVESTMENTS
Lesaka respects the right of
 
all employees to make personal investment
 
decisions as they see fit, as
 
long as these
decisions do not contravene any provisions of this Code, any applicable legislation, or any policies or procedures
established by
 
the various operating
 
areas of Lesaka,
 
and provided
 
these decisions
 
are not made
 
on the basis
 
of
material non-public information acquired by reason of an employee’s
 
connection with Lesaka.
 
Employees should not permit their personal investment
 
transactions to have priority over transactions for Lesaka
and its clients.
When considering the application
 
of this section, employees should
 
ensure that no investment decision
 
made for
their
 
own
 
account
 
could
 
reasonably
 
be
 
expected
 
to
 
adversely
 
influence
 
their
 
judgment
 
or
 
decisions
 
in
 
the
performance of their duties on behalf of Lesaka.
Employees involved in performing investment activities on behalf of Lesaka and those who by the nature of their
duties or
 
positions
 
are exposed
 
to price
 
-sensitive information
 
relating
 
to Lesaka
 
are subject
 
to additional
 
rules
governing
 
personal
 
investments.
 
These
 
may
 
be
 
imposed
 
by
 
the
 
Companies
 
Act,
 
the
 
Stock
 
Exchange
 
of
Johannesburg, Banks Act,
 
Financial Sector Conduct Authority,
 
Securities Regulation Panel and
 
other regulatory
bodies, industry associations and management.
 
 
The rules include requirements for employees to:
●
obtain
 
prior
 
written
 
approval
 
for,
 
and
 
to
 
report
 
on,
 
their
 
personal
 
investment
 
activity
 
and
 
the
 
investment
activity of those persons with whom they have a close relationship; and
●
refrain from dealing
 
in the shares of
 
entities that Lesaka deals
 
with during certain
 
restricted periods, as well
as Lesaka subsidiaries and associates.
4.5.
INSIDER INFORMATION AND INSIDER TRADING
Employees
 
may
 
receive
 
information
 
concerning
 
Lesaka
 
or
 
one
 
of
 
its
 
affiliates,
 
business
 
partners,
 
clients,
 
or
customers
 
that
 
is
 
confidential
 
and
 
not
 
generally
 
known
 
by
 
the
 
public.
 
If
 
that
 
information
 
is
 
“material”
 
(i.e.,
publication of that
 
information is likely
 
to affect the
 
market price of
 
the stock of
 
the entity to
 
which the information
relates), then the employee has an ethical and legal obligation not to:
●
act on that information (i.e., buy or sell stock based on that information);
●
disclose that information to others; or
●
advise others
 
to buy
 
or sell
 
the stock
 
of the
 
entity to
 
which that
 
information relates,
 
until such
 
information
becomes public.
 
An
 
employee’s
 
direct
 
or
 
indirect
 
use
 
of
 
or
 
sharing
 
of
 
such
 
confidential,
 
privileged,
 
or
 
otherwise
 
proprietary
business information
 
of Lesaka
 
or its
 
partners, clients,
 
or customers
 
for financial
 
gain, including
 
investment by
the
 
employee
 
or
 
the
 
transmission
 
of
 
this
 
information
 
to
 
others
 
so
 
that
 
they
 
can
 
use
 
this
 
information
 
for
 
their
financial gain,
 
constitutes insider
 
trading, which
 
is a
 
criminal offense.
 
Please refer
 
to Lesaka’s
 
Insider Trading
Policy for more information.
4.6.
REMUNERATION
No
 
employee
 
may
 
receive
 
commissions
 
or
 
other
 
remuneration
 
related
 
to the
 
sale of
 
any
 
product
 
or
 
service of
Lesaka except as specifically provided
 
under an individual’s
 
terms of employment or
 
as specifically agreed with
management.
 
No
 
member
 
of
 
Lesaka’s
 
Audit
 
Committee
 
shall
 
receive
 
any
 
compensation
 
not
 
permitted
 
by
 
the
 
rules
 
of
 
the
Securities and
 
Exchange Commission
 
(hereinafter referred
 
to as the
 
“SEC”), The
 
NASDAQ Stock
 
Market, and
other applicable law.
Employees may
 
not receive any
 
money or anything
 
of value (other
 
than Lesaka’s
 
regular remuneration
 
or other
incentives),
 
either directly
 
or indirectly,
 
for negotiating,
 
procuring, recommending
 
or aiding
 
in any
 
transaction
made on behalf of Lesaka, nor have any direct or indirect financial interest
 
in such a transaction.
 
 
5.
EMPLOYMENT
 
EQUITY,
 
ENVIRONMENTAL
 
RESPONSIBILITY
 
AND
 
POLITICAL
SUPPORT
5.1.
EMPLOYMENT EQUITY
 
Lesaka supports
 
employment equity
 
in the workplace
 
and seeks to
 
identify,
 
develop and reward
 
each employee
who
 
demonstrates
 
the
 
qualities
 
of
 
individual
 
initiative,
 
enterprise,
 
hard
 
work
 
and
 
loyalty
 
in
 
their
 
job.
 
Lesaka
supports and complies with the Basic Conditions of Employment Act and
 
the Employment Equity Act.
All employees have
 
the right to
 
work in an
 
environment which is
 
free from any
 
form of discrimination,
 
directly
or indirectly, on any
 
arbitrary ground, including,
 
but not limited
 
to race, gender, sex,
 
ethnic or social
 
origin, colour,
sexual orientation, age,
 
disability,
 
religion, conscience, belief,
 
political opinion, culture,
 
language, marital status
or family responsibility.
 
Employees
 
should
 
report any
 
cases of
 
actual or
 
suspected
 
discrimination
 
to their
 
line managers
 
or the
 
Human
Resources Manager.
Employees with illnesses or disabilities may continue to work, provided that they are able to continue
 
to perform
satisfactorily the essential duties of their jobs and do not present a safety or health
 
hazard to themselves or others.
5.2.
HEALTH AND SAFETY
Lesaka is committed to taking every reasonable precaution to ensure a
 
safe work environment for all employees.
Employees who become aware of circumstances relating to Lesaka’s
 
operations or activities which pose a real or
potential health or
 
safety risk should report
 
the matter to their line
 
manager and the Human
 
Resources Manager.
It is Lesaka’s
 
policy that no retaliation or
 
other adverse action will be taken
 
against any employee for good-faith
reports.
5.3.
ENVIRONMENTAL MANAGEMENT
Lesaka is committed
 
to developing operating
 
policies to address
 
the environmental impact of
 
its business activities
by
 
integrating
 
pollution
 
control,
 
waste
 
management
 
and
 
rehabilitation
 
activities
 
into
 
operating
 
procedures.
Employees should give appropriate and timely attention to environmental
 
issues.
5.4.
POLITICAL SUPPORT
 
Lesaka
 
accepts
 
the
 
personal
 
participation
 
of
 
its
 
employees
 
in
 
the
 
political
 
process
 
and
 
respects
 
their
 
right
 
to
absolute privacy with
 
regard to personal political
 
activity. Lesaka
 
will not attempt
 
to influence any such
 
activity
provided there is no disruption to workplace activities and it does not contribute
 
to industrial unrest.
Lesaka funds, goods or services,
 
however, may not be used as contributions to
 
political parties or their candidates.
 
 
 
6.
LESAKA’S FUNDS, PROPERTY AND RECORDS
 
6.1.
FUNDS AND PROPERTY
 
Lesaka has developed a number of internal controls to safeguard its assets and imposes strict standards to prevent
fraud and dishonesty.
 
It is every employee’s responsibility
 
to implement, maintain and enhance the effectiveness
of the control environment in which they operate.
 
All employees who have access to Lesaka’s
 
funds in any form must at all times follow prescribed procedures
 
for
recording, handling and protecting such funds.
 
Operating areas may implement
 
policies and procedures
 
relating to the
 
safeguarding of Lesaka
 
property, including
computer software.
Employees must at all times ensure that Lesaka’s funds and property are used only for legitimate
 
Lesaka business
purposes. Where
 
an employee requires
 
Lesaka funds to
 
be spent, it
 
is the employee’s
 
responsibility to use
 
good
judgment
 
on
 
Lesaka’s
 
behalf
 
and
 
to
 
ensure
 
that
 
appropriate
 
value
 
and
 
authorization
 
is
 
received
 
for
 
such
expenditure.
All
 
payments
 
made
 
by
 
or
 
on
 
behalf
 
of
 
Lesaka
 
for
 
any
 
purpose
 
must
 
be
 
fully
 
and
 
accurately
 
described
 
in
 
the
documents and
 
records supporting
 
the payment.
 
No false,
 
improper,
 
or misleading
 
entries shall
 
be made
 
in the
books and records of Lesaka.
Complete and accurate information is to be given in response to inquiries from Lesaka’s Compliance Department
and certified public accountants.
If employees become aware of any evidence that Lesaka funds or property may have been or are likely to be used
in a
 
fraudulent or
 
improper manner
 
they should
 
immediately and
 
confidentially advise
 
Lesaka as
 
set out
 
in the
compliance with this Code section of this document.
 
It is Lesaka’s
 
policy that no retaliation or
 
other adverse action will be taken
 
against any employee for good-faith
reports.
6.2.
RECORDS
 
Accurate and reliable records of many kinds are necessary to meet Lesaka’s legal and financial obligations and to
manage the affairs
 
of Lesaka. Lesaka’s
 
books and
 
records should reflect
 
all business transactions
 
in an accurate
and timely manner.
 
Undisclosed
 
or
 
unrecorded
 
revenues,
 
expenses,
 
assets
 
or
 
liabilities
 
are
 
not
 
permissible,
 
and
 
the
 
employees
responsible for accounting and record-keeping functions are expected to be diligent in enforcing
 
proper practices.
 
 
7.
EMPLOYMENT MATTERS
7.1.
SUPERVISION OF RELATIVES AND OTHERS
Close relatives
 
and domestic
 
partners shall
 
not work
 
directly or
 
indirectly under
 
the supervision
 
of one
 
another
without prior written approval.
 
●
“Close relative”
 
means, but
 
is not
 
limited to,
 
a spouse,
 
sister,
 
brother,
 
sister-in-law,
 
brother-in-law,
 
father,
mother,
 
father-in-law,
 
mother-in-law,
 
step-parent, aunt,
 
uncle, first cousin,
 
child, step-child,
 
foster child,
 
or
grandparent.
 
●
“Domestic partner”
 
means, but
 
is not
 
limited to,
 
husband, wife,
 
or a
 
person the
 
employee currently
 
resides
with in an intimate, romantic or sexual relationship.
 
If such a
 
situation should arise,
 
it should be
 
immediately brought to
 
the attention of
 
a direct manager
 
of Human
Resources.
Lesaka also requires that employees
 
disclose to Human Resources the
 
existence of an intimate, romantic
 
or sexual
relationship
 
between
 
employees where
 
there
 
exists a
 
direct
 
chain
 
of command
 
and/
 
or supervisor/
 
subordinate
relationship. Decisions concerning such employees will be made on a
 
case-by-case basis by Human Resources.
7.2.
RESTRICTIONS ON FORMER GOVERNMENT
 
EMPLOYEES
Former U.S. Government
 
employees or U.S. military
 
officers are generally
 
prohibited from representing
 
Lesaka
in matters in which the government has substantial interest and where
 
the employee had prior responsibility.
 
Retired senior government officials
 
and regular military officers
 
are further restricted from selling
 
to, or in some
instances, contacting their former agency or military service.
 
The duration of these prohibitions
 
and the matters to
 
which they apply depend
 
on the type of
 
previous government
employment. Lesaka’s legal
 
department should be contacted to help identify which restrictions apply.
 
 
 
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
 
8.1.
PROMPT COMMUNICATIONS
Lesaka strives to
 
achieve complete, accurate, fair, understandable
 
and timely communications with
 
all parties with
whom it conducts
 
business, as well
 
as government
 
authorities and the
 
public. All employees
 
must take all
 
steps
necessary to assist Lesaka in fulfilling these disclosure responsibilities. In addition, prompt and
 
effective internal
communication is encouraged.
A prompt,
 
courteous and accurate
 
response should
 
be made to
 
all reasonable
 
requests for
 
information and other
client communications.
 
Any complaints should
 
be dealt with
 
in accordance with
 
internal procedures
 
established
by various operating areas of Lesaka and applicable laws.
8.2.
MEDIA RELATIONS
In
 
addition
 
to
 
everyday
 
communications
 
with
 
outside
 
persons
 
and
 
organizations,
 
Lesaka
 
will,
 
on
 
occasion,
 
be
asked to express its views to the media on certain issues.
When communicating
 
publicly on
 
matters that
 
involve Lesaka
 
business, employees
 
must not
 
presume to
 
speak
for Lesaka on any matter, unless they are certain that
 
the views they express are those
 
of Lesaka and it is Lesaka’s
desire that such views be publicly disseminated. Employees
 
approached by the media should immediately contact
the department or individual responsible for corporate communications.
An
 
employee,
 
when
 
dealing
 
with
 
anyone
 
outside
 
Lesaka,
 
including
 
public
 
officials,
 
must
 
take
 
care
 
not
 
to
compromise the
 
integrity or
 
damage the
 
reputation of
 
any outside
 
individual, business,
 
or government
 
body,
 
or
that of Lesaka.
As a general rule, Lesaka’s
 
position on public policy
 
or industry issues will be dealt
 
with by senior management
of Lesaka and
 
existing policies in
 
this regard
 
must be adhered
 
to. The text
 
of the articles
 
for publication,
 
public
speeches
 
and
 
addresses
 
about
 
Lesaka
 
and
 
its
 
business
 
should
 
be
 
reviewed
 
in
 
advance
 
with
 
the
 
individual
responsible for public relations.
Employees
 
should
 
separate
 
their
 
personal
 
roles
 
from
 
Lesaka’s
 
position
 
when
 
communicating
 
on
 
matters
 
not
involving Lesaka
 
business. They
 
should be
 
especially careful
 
to ensure
 
that they
 
are not
 
identified with
 
Lesaka
when pursuing personal
 
or political
 
activities, unless this
 
identification has been
 
specifically authorized in
 
advance
by Lesaka.
 
 
9.
PRIVACY
 
AND CONFIDENTIALITY
 
In
 
the
 
regular
 
course
 
of
 
business,
 
Lesaka
 
accumulates
 
a
 
considerable
 
amount
 
of
 
information.
 
The
 
following
principles are to be observed:
9.1.
OBTAINING AND SAFEGUARDING INFORMATION
Information necessary for Lesaka’s business should be reliable, accurate and its
 
confidentiality maintained. When
personal information is needed, wherever
 
possible, it should be
 
obtained directly from the
 
person concerned. Only
reputable and reliable sources should be used to supplement this information.
Information
 
should
 
only
 
be
 
retained
 
as
 
long
 
as
 
it
 
is
 
needed
 
or
 
as
 
required
 
by
 
law,
 
and
 
it
 
is
 
every
 
employee’s
responsibility to ensure that such information is physically secured and protected.
9.2.
ACCESS TO INFORMATION
Any
 
information
 
with
 
respect
 
to
 
any
 
product,
 
plan
 
or
 
business
 
transaction
 
of
 
Lesaka,
 
or
 
personal
 
information
regarding
 
employees,
 
including
 
their
 
salaries,
 
must
 
be
 
kept
 
strictly
 
confidential
 
(hereinafter
 
referred
 
to
 
as
“Confidential Information”) and must not be
 
disclosed or used for improper
 
purposes by any employee unless
 
and
until proper authorization for such disclosure has been obtained.
 
Once authorization has
 
been obtained, all
 
information required by
 
stakeholders either on
 
request or due
 
to statutory
requirements must be accurately disclosed.
 
In
 
addition,
 
operating
 
areas
 
may
 
implement
 
policies
 
and
 
procedures
 
to
 
prevent
 
improper
 
transmission
 
within
Lesaka of material non-public information.
9.3.
TERMINATION OF EMPLOYMENT
The obligation to
 
preserve the confidentiality
 
of Confidential Information
 
acquired in the course
 
of employment
with Lesaka
 
does not
 
end upon
 
termination of
 
employment. The
 
obligation
 
continues indefinitely
 
until Lesaka
authorizes disclosure, or until the Confidential Information legally enters
 
the public domain.
Immediately
 
upon
 
the
 
termination
 
of
 
employment
 
for
 
any
 
reason,
 
or
 
when
 
otherwise
 
requested
 
by
 
Lesaka,
employees are required to
 
return to Lesaka all above
 
-mentioned Confidential Information,
 
including documents,
information and other property.
9.4.
FORMER EMPLOYMENT
New employees
 
will not
 
be assigned
 
to work
 
where
 
they might
 
be required
 
to use
 
or disclose
 
trade
 
secrets
 
or
confidential information
 
belonging to
 
their former
 
employers. New
 
employees should
 
not take
 
away from
 
their
former place of employment any information that might be considered
 
proprietary or confidential.
 
 
10.
OBLIGATIONS OF EMPLOYEES
 
It is
 
of paramount
 
importance to
 
Lesaka that
 
all disclosure
 
in reports
 
and documents
 
that Lesaka
 
files with,
 
or
submits
 
to,
 
the
 
SEC,
 
and
 
in
 
other
 
public
 
communications
 
made
 
by
 
Lesaka
 
is
 
full,
 
fair,
 
accurate,
 
timely
 
and
understandable.
 
You
 
must
 
take
 
all
 
steps
 
available
 
to
 
assist
 
Lesaka
 
in
 
fulfilling
 
these
 
responsibilities
 
consistent
 
with
 
your
 
role
within the Lesaka. In particular, you are required to provide prompt and accurate answers to all inquiries made to
you in connection with Lesaka’s
 
preparation of its public reports and disclosure.
All employees must perform their duties diligently,
 
effectively and efficiently,
 
and in particular:
●
support
 
and
 
assist Lesaka
 
to
 
fulfil
 
its commercial
 
and
 
ethical
 
obligations
 
and
 
objectives
 
as set
 
out
 
in
 
this
Code;
●
avoid any waste of resources, including time;
●
be committed to improving
 
productivity, achieving the maximum quality standards, reducing ineffectiveness,
and avoiding unreasonable disruption of activities at work;
●
commit to honouring their agreed terms and conditions of employment;
●
not act in any way that may jeopardize the shareholders’
 
rights to a reasonable return on investment;
●
act honestly and in good faith at all times and report any harmful activity they
 
observe in the workplace;
●
recognize fellow employees’
 
rights to freedom of association and not intimidate fellow employees;
●
pay due regard to environmental, public health and safety conditions in and
 
around the workplace; and
●
act within their powers and not carry on the business of Lesaka recklessly.
Each
 
employee
 
who
 
contributes
 
in
 
any
 
way
 
to
 
the
 
preparation
 
or
 
verification
 
of
 
the
 
Company's
 
financial
statements and other financial information must:
●
ensure that the Company's books, records and accounts are accurately maintained;
●
be familiar with
 
and comply with
 
the Company's disclosure
 
controls and procedures
 
and its internal control
over financial reporting; and
●
take all necessary steps to ensure that all filings with the SEC and all other public communications about the
financial
 
and
 
business
 
condition
 
of
 
the
 
Company
 
provide
 
full,
 
fair,
 
accurate,
 
timely
 
and
 
understandable
disclosure.
Each employee
 
must cooperate
 
fully with
 
the Company's
 
accounting and
 
internal audit
 
departments, as
 
well as
the Company's certified public accountants and counsel.
Each employee
 
acknowledges that Lesaka
 
shall be
 
the owner
 
of the copyright
 
in any work
 
which is eligible
 
for
copyright and
 
which is
 
created or
 
executed by
 
such employee,
 
whether alone
 
or with
 
others, in
 
the course
 
and
scope of employment.
All work created
 
or executed by
 
the employee and
 
for which copyright
 
exists shall
 
unless the employee
 
established
the contrary, be deemed to
 
have been created or executed in the course and scope of employment with Lesaka.
BOARD APPROVAL
 
RECEIVED: SEPTEMBER 2021