Form of Indemnification Agreement

Contract Categories: Business Operations - Indemnification Agreements
EX-10.4 12 ex104.htm EX-10.4 ex104
Exhibit 14
LESAKA TECHNOLOGIES,
 
INC.
CODE OF ETHICS
 
 
 
CONTENTS
CONTENTS.............................................................................................................................................
 
2
1.
EXECUTIVE SUMMARY ..............................................................................................................
 
3
1.1.
INTRODUCTION
 
...................................................................................................................
 
3
2.
COMPLIANCE, WAIVERS OR AMENDMENTS ..........................................................................
 
4
2.1.
COMPLIANCE WITH THIS CODE .......................................................................................
 
4
2.2.
WAIVERS OF OR AMENDMENTS TO
 
THIS CODE
 
............................................................
 
4
3.
COMPLIANCE WITH LAWS, RULES
 
AND REGULATIONS .......................................................
 
5
3.1.
FOREIGN CORRUPT PRACTICES ACT .............................................................................
 
5
3.2.
COPYRIGHTED OR LICENSED MATERIAL .......................................................................
 
6
3.3.
COMPETITIVE RELATIONSHIPS ........................................................................................
 
6
4.
CONFLICTS OF INTEREST
 
.........................................................................................................
 
7
4.1.
OUTSIDE ACTIVITIES, EMPLOYMENT AND DIRECTORSHIP .........................................
 
7
4.2.
RELATIONSHIPS
 
WITH CLIENTS, CUSTOMERS AND SUPPLIERS
 
................................
 
7
4.3.
GIFTS, HOSPITALITY
 
AND FAVOURS ...............................................................................
 
8
4.4.
PERSONAL INVESTMENTS
 
................................................................................................
 
8
4.5.
INSIDER INFORMATION
 
AND INSIDER TRADING
 
............................................................
 
9
4.6.
REMUNERATION .................................................................................................................
 
9
5.
EMPLOYMENT
 
EQUITY,
 
ENVIRONMENTAL
 
RESPONSIBILITY
 
AND
 
POLITICAL
 
SUPPORT
10
5.1.
EMPLOYMENT EQUITY
 
.....................................................................................................
 
10
5.2.
HEALTH AND
 
SAFETY ......................................................................................................
 
10
5.3.
ENVIRONMENTAL
 
MANAGEMENT ..................................................................................
 
10
5.4.
POLITICAL SUPPORT .......................................................................................................
 
10
6.
LESAKA’S FUNDS,
 
PROPERTY AND RECORDS
 
....................................................................
 
11
6.1.
FUNDS AND PROPERTY ..................................................................................................
 
11
6.2.
RECORDS ..........................................................................................................................
 
11
7.
EMPLOYMENT MATTERS
 
........................................................................................................
 
12
7.1.
SUPERVISION OF RELATIVES
 
AND OTHERS
 
................................................................
 
12
7.2.
RESTRICTIONS ON FORMER GOVERNMENT EMPLOYEES ........................................
 
12
8.
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
 
..............................................
 
13
8.1.
PROMPT COMMUNICATIONS ..........................................................................................
 
13
8.2.
MEDIA RELATIONS ...........................................................................................................
 
13
9.
PRIVACY AND CONFIDENTIALITY
 
..........................................................................................
 
14
9.1.
OBTAINING AND
 
SAFEGUARDING INFORMATION
 
.......................................................
 
14
9.2.
ACCESS TO INFORMATION .............................................................................................
 
14
9.3.
TERMINATION OF
 
EMPLOYMENT ...................................................................................
 
14
9.4.
FORMER EMPLOYMENT ..................................................................................................
 
14
10.
OBLIGATIONS OF
 
EMPLOYEES ..............................................................................................
 
15
 
 
 
 
 
 
11.
POLICY REVIEW
 
........................................................................................................................
 
16
1.
 
EXECUTIVE SUMMARY
1.1.
 
INTRODUCTION
Lesaka Technologies,
 
Inc. and its subsidiaries (hereinafter referred
 
to as “Lesaka”) are committed to a
policy of
 
fairness and
 
integrity in
 
the conducting
 
of their
 
businesses.
 
This commitment,
 
endorsed by
the Board of Directors
 
of Lesaka (hereinafter
 
referred to as
 
the “Board”), is
 
based on the
 
fundamental
belief
 
that
 
business
 
should
 
be
 
conducted
 
to
 
the
 
highest
 
ethical
 
standards
 
of
 
honesty,
 
fairness
 
and
legality.
 
This
 
Code
 
of
 
Ethics
 
(hereinafter
 
referred
 
to
 
as
 
this
 
“Code”)
 
is
 
Lesaka’s
 
promise
 
that
 
these
ethical standards will form the basis for all endeavours of
 
Lesaka.
 
Lesaka has established this Code as
part
 
of
 
its
 
overall
 
policies
 
and
 
procedures.
 
To
 
the
 
extent
 
that
 
other
 
Lesaka
 
policies
 
and
 
procedures
conflict with this Code, this Code will prevail.
 
This
 
Code
 
will
 
apply
 
equally
 
to
 
all
 
employees
 
and
 
other
 
representatives
 
of
 
Lesaka.
 
The
 
term
“employees” has been used in the broadest sense and includes:
 
●
 
all staff with whom a service contract exists;
●
 
management and non-management;
●
 
directors; and
●
 
contractors, consultants and temporary staff.
 
This Code is designed to
 
inform employees of policies
 
in various areas. Therefore,
 
Lesaka expects all
employees, directors and other representatives to
 
share its commitment to high
 
moral, ethical and legal
standards.
The most
 
current version
 
of this
 
Code will
 
be distributed
 
to all
 
employees, posted
 
and maintained
 
on
Lesaka’s website,
 
and filed
 
as an
 
exhibit to
 
Lesaka’s
 
Annual Report
 
on Form
 
10-K. Lesaka’s
 
Annual
Report on Form
 
10-K shall disclose
 
that this Code
 
is maintained on
 
its website and shall
 
disclose that
substantive amendments and waivers will also be posted on
 
Lesaka’s website.
Please study this Code carefully so that you understand Lesaka’s expectations and your
obligations.
 
 
2.
 
COMPLIANCE, WAIVERS OR AMENDMENTS
 
2.1.
 
COMPLIANCE WITH THIS CODE
 
Compliance
 
with
 
this
 
Code
 
by
 
all
 
employees
 
is
 
mandatory.
 
If
 
any
 
employee
 
becomes
 
aware
 
of,
 
or
suspects, a contravention
 
of this Code,
 
such employee
 
must promptly and
 
confidentially advise
 
his or
her
 
line
 
manager,
 
the
 
Human
 
Resources
 
Manager
 
or
 
a
 
member
 
of
 
the
 
Compliance
 
Department
(provided such person was not involved in the alleged
 
violation).
 
Lesaka’s efforts to ensure
 
observance of, and adherence
 
to, the goals
 
and policies outlined in
 
this Code
mandate
 
that
 
you
 
must
 
promptly
 
bring
 
to
 
the
 
attention
 
of
 
your
 
line
 
manager,
 
the
 
Human
 
Resources
Manager or
 
a member
 
of the
 
Compliance Department
 
(provided such
 
person was
 
not involved
 
in the
alleged violation)
 
any material
 
transaction, relationship,
 
act, failure
 
to act,
 
occurrence or
 
practice that
you believe, in
 
good faith, is
 
inconsistent with, in
 
violation of, or
 
reasonably could
 
be expected to
 
give
rise to a violation of, this Code.
 
The matter will be investigated and dealt with
 
according to the Lesaka’s
 
Whistleblowing Policy.
 
Failure
to report violations of this Code will itself be considered
 
a serious violation of this Code.
 
It is Lesaka’
 
s
 
policy that
 
no retaliation
 
or other
 
adverse action
 
will be
 
taken against
 
any employee
 
for
good-faith reports of
 
Code violations.
 
Persons who discriminate,
 
retaliate or harass
 
may be subject
 
to
civil, criminal and administrative penalties,
 
as well as disciplinary action,
 
up to and including
 
termination
of employment for cause.
Managers set
 
an example
 
for other
 
employees
 
and are
 
often responsible
 
for directing
 
the actions
 
of
others. Every manager and
 
supervisor is expected to
 
take necessary actions to
 
ensure compliance with
this Code, to provide guidance
 
and assist employees in
 
resolving questions concerning
 
this Code and
to permit employees to express any concerns regarding
 
compliance with this Code.
 
No one has the authority to order another employee
 
to act in a manner that is contrary to this
Code.
2.2.
 
WAIVERS OF OR AMENDMENTS TO THIS CODE
 
Any waivers
 
of or
 
amendments to
 
this Code
 
must be
 
in writing
 
and must
 
be approved
 
in advance
 
by
the Board.
 
Waivers and
 
amendments, and
 
the reason
 
therefore, shall
 
be disclosed
 
as required
 
under applicable
law and regulations. If
 
employees are in doubt
 
about the application
 
of this Code, they
 
should discuss
the matter with their line manager,
 
the Human Resources Manager,
 
or the Compliance Department.
 
 
3.
 
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
 
Employees must comply with all applicable laws,
 
rules and regulations which relate to
 
their activities for
and on behalf of Lesaka.
 
Lesaka will not tolerate any
 
violation of the law or unethical business
 
dealing
by any employee, including any payment for,
 
or other participation in, an illegal act, such as bribery.
Lesaka
 
is
 
committed
 
to
 
full
 
compliance
 
with
 
the
 
laws,
 
rules
 
and
 
regulations
 
of
 
the
 
cities,
 
states
 
and
countries
 
in
 
which
 
it
 
operates.
 
You
 
must
 
comply
 
with
 
all
 
applicable
 
laws,
 
rules
 
and
 
regulations
 
in
performing your duties for Lesaka.
 
Numerous
 
federal,
 
state
 
and
 
local
 
laws,
 
rules
 
and
 
regulations
 
define
 
and
 
establish
 
obligations
 
with
which Lesaka,
 
its employees and agents must comply.
 
Under certain circumstances, local country
 
law
may establish requirements that differ from this
 
Code.
 
You
 
are expected to
 
comply with all
 
local country laws
 
in conducting Lesaka’s
 
business. If you violate
these laws or
 
regulations in performing
 
your duties for
 
Lesaka, you not
 
only risk individual
 
indictment,
prosecution and penalties,
 
as well as
 
civil actions
 
and penalties,
 
but also subject
 
Lesaka to the
 
same
risks and penalties.
 
If you violate these laws in performing duties
 
for Lesaka, you may be subject
 
to immediate disciplinary
action, including possible termination of your employment or
 
affiliation with Lesaka.
 
Employees must ensure that their conduct cannot
 
be interpreted as being in any way in
contravention of applicable laws, rules and regulations
 
governing the operations of
Lesaka
.
3.1.
 
FOREIGN CORRUPT PRACTICES ACT
Lesaka employees
 
are expressly
 
prohibited from,
 
directly or indirectly,
 
offering payment,
 
promising to
pay,
 
or
 
authorizing
 
the
 
payment
 
of
 
any
 
money,
 
or
 
offering
 
any
 
gift
 
or
 
non-monetary
 
offer
 
or
 
benefit,
promising to give
 
a gift or
 
non-monetary offer
 
or benefit, or
 
authorizing the
 
giving of anything
 
of value
to any foreign official or any
 
foreign political party,
 
official of any foreign political party,
 
or candidate for
governmental or political office for purposes of:
●
 
influencing any
 
act or
 
decision of
 
that foreign
 
official,
 
political party
 
or candidate
 
in his/
 
her/ its
official capacity;
●
 
inducing that foreign official, candidate
 
or political party to do or omit to do any act
 
in violation of
the lawful duty of that official, candidate or party,
 
or
●
 
securing any improper advantage; or
●
 
inducing that foreign official, candidate
 
or political party to
 
use his/ her/ its
 
influence with a foreign
government
 
or
 
instrumentality
 
to
 
affect
 
or
 
influence
 
any
 
act
 
or
 
decision
 
of
 
that
 
government
 
or
instrumentality, in order to assist Lesaka or its employee
 
in obtaining or retaining business for or
with, or directing business to, Lesaka.
Various
 
countries
 
also
 
have
 
laws
 
that
 
prohibit
 
commercial
 
bribery.
 
Accordingly,
 
these
 
laws
 
are
 
not
limited in scope
 
to bribery of foreign
 
officials and typically prohibit bribes
 
or inducements to an
 
individual
or business to improperly influence decision-making.
 
As such, it is Lesaka’s policy that nothing of value should
 
be provided to any person for the purpose of
improperly
 
obtaining
 
or
 
retaining
 
business
 
or
 
otherwise
 
gaining
 
an
 
improper
 
business
 
advantage.
 
Violations of this policy are
 
taken very seriously,
 
as they can subject both Lesaka
 
and the individual to
criminal and civil penalties, up to and including imprisonment.
3.2.
 
COPYRIGHTED OR LICENSED MATERIAL
 
It is both
 
illegal and unethical to
 
engage in practices that
 
violate copyright laws or
 
licensing agreements.
 
Lesaka
 
requires
 
that
 
all
 
employees
 
respect
 
the
 
rights
 
conferred
 
by
 
such
 
laws
 
and
 
agreements
 
and
refrain
 
from
 
making
 
unauthorized
 
copies
 
of
 
protected
 
materials,
 
including
 
but
 
not
 
limited
 
to
 
printed
matter, musical recordings, and computer
 
software.
 
3.3.
 
COMPETITIVE RELATIONSHIPS
 
It
 
is
 
unethical
 
and
 
unlawful
 
to
 
collaborate
 
with
 
competitors
 
or
 
their
 
agents
 
or
 
representatives
 
for
 
the
purpose of
 
establishing
 
or maintaining
 
rates
 
or prices
 
at any
 
particular level,
 
or to
 
collaborate in
 
any
way in the restraint of trade.
 
 
4.
 
CONFLICTS
 
OF INTEREST
 
Employees are
 
expected to
 
perform their
 
duties conscientiously,
 
honestly and
 
in accordance
 
with the
best interests of Lesaka to optimize business objectives.
Employees must
 
not use their
 
positions, or
 
knowledge gained
 
through their employment
 
with Lesaka,
for private or personal advantage or in
 
such a manner that a conflict or an
 
appearance of conflict arises
between Lesaka’s interest and their personal
 
interests.
 
A conflict could arise
 
where an employee’s
 
family, or
 
a business with which
 
an employee or his
 
or her
family is associated obtains a
 
gain, advantage or profit, or there
 
is the appearance of a
 
gain, advantage
or profit, by virtue of the employee’s position with Lesaka
 
or knowledge gained through that position.
Every
 
employee
 
must promptly
 
inform
 
Lesaka of
 
any
 
business
 
opportunities
 
that
 
come to
 
his or
 
her
attention
 
through
 
the
 
use
 
of
 
Lesaka
 
assets,
 
property
 
or
 
information
 
or
 
that
 
relate
 
to
 
the
 
existing
 
or
prospective business of Lesaka.
If employees feel
 
that a course
 
of action which
 
they have pursued,
 
are pursuing
 
or are contemplating
pursuing, may involve them in a conflict of
 
interest situation or a perceived conflict
 
of interest situation,
they should
 
immediately make
 
all the
 
facts known
 
to the person
 
to whom
 
they report
 
and the
 
Human
Resources Manager, or Compliance
 
Department.
4.1.
 
OUTSIDE ACTIVITIES, EMPLOYMENT AND
 
DIRECTORSHIP
 
We all share
 
a very real
 
responsibility to contribute
 
to our local
 
communities, and
 
Lesaka encourages
employees to participate in religious, charitable, educational
 
and civic activities.
Employees
 
should,
 
however,
 
avoid
 
acquiring
 
any
 
business
 
interest
 
or
 
participating
 
in
 
any
 
activity
outside Lesaka which would create, or appear to create:
●
 
an excessive demand upon their time, attention and energy which would deprive
 
Lesaka of their
best efforts
 
on the job; or
●
 
a conflict of interest - that is, an obligation, interest or distraction which would interfere or appear
to interfere with their independent exercise of judgment
 
in Lesaka’s best interest.
Employees other than
 
outside directors
 
may not take
 
up outside employment
 
without the
 
prior written
approval of the Human Resources Manager.
Employees who hold, or have
 
been invited to hold, outside
 
directorships should take particular
 
care to
ensure
 
compliance
 
with
 
all
 
provisions
 
of
 
this
 
Code.
 
When
 
outside
 
business
 
directorships
 
are
 
being
considered by employees other than outside directors, prior
 
written approval must be obtained from the
Chief Executive Officer of Lesaka or Executive Director
 
responsible for the division.
4.2.
 
RELATIONSHIPS WITH CLIENTS, CUSTOMERS AND SUPPLIERS
 
Lesaka recognizes
 
that relationships
 
with clients, customers
 
and suppliers give
 
rise to
 
many potential
situations where conflicts of interest, real or perceived,
 
may arise.
 
Employees
 
should
 
ensure
 
that
 
they
 
are
 
independent,
 
and
 
are
 
seen
 
to
 
be
 
independent,
 
from
 
any
business organization
 
having a contractual
 
relationship with
 
Lesaka or
 
providing goods
 
or services
 
to
Lesaka, if such a
 
relationship might influence
 
or create the impression
 
of influencing their decisions
 
in
the performance of their duties on behalf of Lesaka.
In
 
such
 
circumstances,
 
employees
 
should
 
not
 
invest
 
in,
 
or
 
acquire
 
a
 
financial
 
interest,
 
directly
 
or
indirectly, in such
 
an organization.
4.3.
 
GIFTS, HOSPITALITY AND FAVOURS
Conflicts
 
of
 
interest
 
can
 
arise
 
where
 
employees
 
are
 
offered
 
gifts,
 
hospitality
 
or
 
other
 
favours
 
which
might, or
 
could be
 
perceived to,
 
influence their
 
judgment in
 
relation to
 
business transactions
 
such as
the placing of orders and contracts.
An employee should not accept gifts, hospitality or other favours from suppliers of goods or services to
Lesaka. However, the acceptance
 
of the following would not be considered contrary to such
 
policy:
●
 
promotional matter of limited commercial value;
●
 
occasional business
 
entertaining such as lunches, cocktail parties or dinners; and
●
 
occasional personal hospitality such as tickets to sporting
 
events or theatres.
Any bribe or attempted
 
bribe must be reported
 
to the employee’s
 
line manager as soon
 
as possible. It
is the intention that dealings with any supplier that offers
 
bribes will be terminated.
Certain
 
functions
 
or
 
operating
 
areas
 
may
 
have
 
more
 
detailed
 
rules
 
governing
 
the
 
receipt
 
of
 
gifts,
hospitality or other favours.
In addition, no bribes
 
of any kind should be
 
made by any Lesaka
 
employee to any customer or
 
potential
customer to secure business.
Providing the occasional gifts to customers, as set
 
out below, would not be considered contrary to such
a policy:
●
 
advertising matter of limited commercial value;
●
 
occasional business entertaining such as lunches, cocktail
 
parties or dinners; and
●
 
occasional personal hospitality such as tickets to sporting
 
events or theatres.
4.4.
 
PERSONAL INVESTMENTS
Lesaka respects
 
the right
 
of all
 
employees to
 
make personal
 
investment decisions
 
as they
 
see fit,
 
as
long as
 
these decisions
 
do not
 
contravene any
 
provisions of
 
this Code,
 
any applicable
 
legislation, or
any policies
 
or procedures
 
established by
 
the various
 
operating areas
 
of Lesaka,
 
and provided
 
these
decisions
 
are
 
not
 
made
 
on
 
the
 
basis
 
of
 
material
 
non-public
 
information
 
acquired
 
by
 
reason
 
of
 
an
employee’s connection with Lesaka.
 
Employees should not
 
permit their personal
 
investment transactions
 
to have priority
 
over transactions
for Lesaka and its clients.
When considering the application of this section,
 
employees should ensure that no investment decision
made
 
for
 
their
 
own
 
account
 
could
 
reasonably
 
be
 
expected
 
to
 
adversely
 
influence
 
their
 
judgment
 
or
decisions in the performance of their duties on behalf of Lesaka.
Employees involved in
 
performing investment activities
 
on behalf
 
of Lesaka
 
and those
 
who by
 
the nature
of their duties
 
or positions
 
are exposed to
 
price-sensitive information
 
relating to Lesaka
 
are subject to
additional rules
 
governing
 
personal investments.
 
These may
 
be imposed
 
by the
 
Companies Act,
 
the
Stock
 
Exchange
 
of
 
Johannesburg,
 
Banks
 
Act,
 
Financial
 
Sector
 
Conduct
 
Authority,
 
Securities
Regulation Panel and other regulatory bodies, industry
 
associations and management.
 
The rules include requirements for employees to:
●
 
obtain
 
prior
 
written
 
approval
 
for,
 
and
 
to
 
report
 
on,
 
their
 
personal
 
investment
 
activity
 
and
 
the
investment activity of those persons with whom they
 
have a close relationship; and
●
 
refrain
 
from
 
dealing
 
in
 
the
 
shares
 
of
 
entities
 
that
 
Lesaka
 
deals
 
with
 
during
 
certain
 
restricted
periods, as well as Lesaka subsidiaries and associates.
4.5.
 
INSIDER INFORMATION AND INSIDER TRADING
Employees
 
may
 
receive
 
information
 
concerning
 
Lesaka
 
or
 
one
 
of
 
its
 
affiliates,
 
business
 
partners,
clients, or
 
customers
 
that
 
is confidential
 
and
 
not generally
 
known by
 
the
 
public. If
 
that
 
information
 
is
“material” (i.e., publication of that information is likely to affect the market price of the stock of the entity
to which the information relates), then the employee has
 
an ethical and legal obligation not to:
●
 
act on that information (i.e., buy or sell stock based on
 
that information);
●
disclose that information to others; or
●
advise
 
others
 
to
 
buy
 
or
 
sell
 
the
 
stock
 
of
 
the
 
entity
 
to
 
which
 
that
 
information
 
relates,
 
until
 
such
information becomes public.
 
An
 
employee’s
 
direct
 
or
 
indirect
 
use
 
of
 
or
 
sharing
 
of
 
such
 
confidential,
 
privileged,
 
or
 
otherwise
proprietary
 
business
 
information
 
of
 
Lesaka
 
or
 
its
 
partners,
 
clients,
 
or
 
customers
 
for
 
financial
 
gain,
including investment by the employee or the transmission
 
of this information to others so that they
 
can
use
 
this
 
information
 
for
 
their
 
financial
 
gain,
 
constitutes
 
insider
 
trading,
 
which
 
is
 
a
 
criminal
 
offense.
Please refer to Lesaka’s Insider Trading
 
Policy for more information.
4.6.
 
REMUNERATION
No
 
employee
 
may
 
receive
 
commissions
 
or
 
other
 
remuneration
 
related
 
to
 
the
 
sale
 
of
 
any
 
product
 
or
service
 
of
 
Lesaka
 
except
 
as
 
specifically
 
provided
 
under
 
an
 
individual’s
 
terms
 
of
 
employment
 
or
 
as
specifically agreed with management.
 
No member of Lesaka’s Audit Committee shall
 
receive any compensation not permitted by the rules of
the Securities and
 
Exchange Commission
 
(hereinafter referred
 
to as the
 
“SEC”), The
 
NASDAQ Stock
Market, and other applicable law.
Employees may not receive any money or anything of value (other than Lesaka’s regular remuneration
or other
 
incentives), either
 
directly or
 
indirectly,
 
for negotiating,
 
procuring, recommending
 
or aiding
 
in
any transaction
 
made on
 
behalf of
 
Lesaka,
 
nor have
 
any direct
 
or indirect
 
financial interest
 
in such
 
a
transaction.
 
 
5.
 
EMPLOYMENT
 
EQUITY,
 
ENVIRONMENTAL
 
RESPONSIBILITY
 
AND
 
POLITICAL
SUPPORT
5.1.
 
EMPLOYMENT EQUITY
 
Lesaka supports employment
 
equity in the
 
workplace and seeks
 
to identify,
 
develop and reward
 
each
employee who
 
demonstrates
 
the qualities
 
of individual
 
initiative,
 
enterprise,
 
hard
 
work
 
and
 
loyalty
 
in
their
 
job.
 
Lesaka
 
supports
 
and
 
complies
 
with
 
the
 
Basic
 
Conditions
 
of
 
Employment
 
Act
 
and
 
the
Employment Equity Act.
All employees
 
have the
 
right to
 
work in
 
an environment
 
which is
 
free from
 
any form
 
of discrimination,
directly or
 
indirectly,
 
on any
 
arbitrary ground,
 
including, but
 
not limited
 
to race,
 
gender,
 
sex, ethnic
 
or
social
 
origin,
 
colour,
 
sexual
 
orientation,
 
age,
 
disability,
 
religion,
 
conscience,
 
belief,
 
political
 
opinion,
culture, language, marital status or family responsibility.
 
Employees should report any cases
 
of actual or suspected discrimination to their
 
line managers or the
Human Resources Manager.
Employees with
 
illnesses or
 
disabilities may
 
continue to
 
work, provided
 
that they
 
are able to
 
continue
to perform satisfactorily
 
the essential duties
 
of their jobs
 
and do not
 
present a safety
 
or health hazard
to themselves or others.
5.2.
 
HEALTH AND SAFETY
Lesaka is committed
 
to taking
 
every reasonable
 
precaution to
 
ensure a
 
safe work
 
environment for
 
all
employees.
Employees
 
who
 
become
 
aware
 
of
 
circumstances
 
relating
 
to
 
Lesaka’s
 
operations
 
or
 
activities
 
which
pose
 
a
 
real
 
or
 
potential
 
health
 
or
 
safety
 
risk
 
should
 
report
 
the
 
matter
 
to
 
their
 
line
 
manager
 
and
 
the
Human Resources Manager. It is
 
Lesaka’s policy that no
 
retaliation or other
 
adverse action will
 
be taken
against any employee for good-faith reports.
5.3.
 
ENVIRONMENTAL MANAGEMENT
Lesaka
 
is
 
committed
 
to
 
developing
 
operating
 
policies
 
to
 
address
 
the
 
environmental
 
impact
 
of
 
its
business activities by
 
integrating pollution control,
 
waste management and
 
rehabilitation activities into
operating procedures. Employees should
 
give appropriate and timely
 
attention to environmental issues.
5.4.
 
POLITICAL SUPPORT
 
Lesaka accepts
 
the personal
 
participation of
 
its employees
 
in the
 
political process
 
and respects
 
their
right to
 
absolute privacy
 
with regard
 
to personal
 
political activity.
 
Lesaka will
 
not attempt
 
to influence
any such
 
activity provided
 
there is
 
no
 
disruption
 
to
 
workplace
 
activities
 
and
 
it does
 
not contribute
 
to
industrial unrest.
Lesaka funds, goods or services, however, may not be used as contributions to political parties or their
candidates.
 
 
 
6.
 
LESAKA’S FUNDS, PROPERTY AND RECORDS
 
6.1.
 
FUNDS AND PROPERTY
 
Lesaka
 
has
 
developed
 
a
 
number
 
of
 
internal
 
controls
 
to
 
safeguard
 
its
 
assets
 
and
 
imposes
 
strict
standards to prevent fraud and dishonesty. It is every employee’s
 
responsibility to implement, maintain
and enhance the effectiveness of the control environment
 
in which they operate.
 
All
 
employees
 
who
 
have
 
access
 
to
 
Lesaka’s
 
funds
 
in
 
any
 
form
 
must
 
at
 
all
 
times
 
follow
 
prescribed
procedures for recording, handling and protecting such
 
funds.
 
Operating
 
areas
 
may
 
implement
 
policies
 
and
 
procedures
 
relating
 
to
 
the
 
safeguarding
 
of
 
Lesaka
property, including computer
 
software.
Employees
 
must
 
at
 
all
 
times
 
ensure
 
that
 
Lesaka’s
 
funds
 
and
 
property
 
are
 
used
 
only
 
for
 
legitimate
Lesaka business purposes. Where
 
an employee requires Lesaka
 
funds to be
 
spent, it is the
 
employee’s
responsibility
 
to
 
use
 
good
 
judgment
 
on
 
Lesaka’s
 
behalf
 
and
 
to
 
ensure
 
that
 
appropriate
 
value
 
and
authorization is received for such expenditure.
All payments made
 
by or on
 
behalf of Lesaka
 
for any purpose
 
must be fully
 
and accurately described
in the documents
 
and records supporting
 
the payment. No
 
false, improper,
 
or misleading entries
 
shall
be made in the books and records of Lesaka.
Complete and
 
accurate information
 
is to
 
be given
 
in response
 
to inquiries
 
from Lesaka’s
 
Compliance
Department and certified public accountants.
If employees become aware of any
 
evidence that Lesaka funds or property may
 
have been or are likely
to be
 
used in
 
a fraudulent
 
or improper manner
 
they should immediately
 
and confidentially advise
 
Lesaka
as set out in the compliance with this Code section
 
of this document.
 
It is Lesak
 
a’s policy
 
that no
 
retaliation or
 
other adverse
 
action will
 
be taken
 
against any
 
employee for
good-faith reports.
6.2.
 
RECORDS
 
Accurate
 
and
 
reliable
 
records
 
of
 
many
 
kinds
 
are
 
necessary
 
to
 
meet
 
Lesaka’s
 
legal
 
and
 
financial
obligations and to manage
 
the affairs of Lesaka.
 
Lesaka’s books and records should
 
reflect all business
transactions in an accurate and timely manner.
 
Undisclosed
 
or
 
unrecorded
 
revenues,
 
expenses,
 
assets
 
or
 
liabilities
 
are
 
not
 
permissible,
 
and
 
the
employees
 
responsible
 
for
 
accounting
 
and
 
record-keeping
 
functions
 
are
 
expected
 
to
 
be
 
diligent
 
in
enforcing proper practices.
 
 
7.
 
EMPLOYMENT MATTERS
7.1.
 
SUPERVISION OF RELATIVES AND OTHERS
Close relatives and domestic
 
partners shall not work
 
directly or indirectly under
 
the supervision of one
another without prior written approval.
 
●
 
“Close relative”
 
means, but
 
is not
 
limited to,
 
a spouse,
 
sister,
 
brother,
 
sister-in-law,
 
brother-in-
law, father, mother, father-in-law,
 
mother-in-law, step-parent, aunt, uncle, first cousin,
 
child, step-
child, foster child, or grandparent.
 
●
 
“Domestic partner” means,
 
but is
 
not limited
 
to, husband, wife,
 
or a
 
person the employee
 
currently
resides with in an intimate, romantic or sexual relationship.
 
If such a situation should arise, it should be immediately brought to the attention of a direct manager of
Human Resources.
Lesaka
 
also
 
requires
 
that
 
employees
 
disclose
 
to
 
Human
 
Resources
 
the
 
existence
 
of
 
an
 
intimate,
romantic or sexual relationship between employees where there exists a direct chain of command and/
or supervisor/ subordinate relationship. Decisions concerning such employees will be made on a case-
by-case basis by Human Resources.
7.2.
 
RESTRICTIONS ON FORMER GOVERNMENT
 
EMPLOYEES
Former U.S. Government employees or U.S.
 
military officers are generally prohibited from
 
representing
Lesaka in matters in which
 
the government has substantial interest
 
and where the employee had
 
prior
responsibility.
 
Retired senior government officials
 
and regular military officers
 
are further restricted from
 
selling to, or
in some instances, contacting their former agency or
 
military service.
 
The duration of these prohibitions
 
and the matters to
 
which they apply depend on
 
the type of previous
government
 
employment.
 
Lesaka’s
 
legal
 
department
 
should
 
be
 
contacted
 
to
 
help
 
identify
 
which
restrictions apply.
 
 
 
8.
 
DEALING WITH OUTSIDE PERSONS AND ORGANISATIONS
 
8.1.
 
PROMPT COMMUNICATIONS
Lesaka strives to achieve complete,
 
accurate, fair, understandable
 
and timely communications with all
parties with whom
 
it conducts business,
 
as well as
 
government authorities and
 
the public. All
 
employees
must take all steps necessary to
 
assist Lesaka in fulfilling these disclosure
 
responsibilities. In addition,
prompt and effective internal communication
 
is encouraged.
A prompt, courteous and accurate response should be made to all reasonable requests for information
and
 
other
 
client
 
communications.
 
Any
 
complaints
 
should
 
be
 
dealt
 
with
 
in
 
accordance
 
with
 
internal
procedures established by various operating areas of
 
Lesaka and applicable laws.
8.2.
 
MEDIA RELATIONS
In
 
addition
 
to
 
everyday
 
communications
 
with
 
outside
 
persons
 
and
 
organizations,
 
Lesaka
 
will,
 
on
occasion, be asked to express its views to the media on certain
 
issues.
When communicating publicly on
 
matters that involve Lesaka business,
 
employees must not presume
to speak
 
for Lesaka
 
on any
 
matter,
 
unless they
 
are certain
 
that the
 
views they
 
express are
 
those of
Lesaka and it is Lesaka’s
 
desire that such views
 
be publicly disseminated.
 
Employees approached by
the
 
media
 
should
 
immediately
 
contact
 
the
 
department
 
or
 
individual
 
responsible
 
for
 
corporate
communications.
An employee, when
 
dealing with anyone
 
outside Lesaka,
 
including public officials,
 
must take care
 
not
to compromise
 
the integrity or
 
damage the reputation
 
of any outside
 
individual, business, or
 
government
body, or that of Lesaka
 
.
As
 
a
 
general
 
rule,
 
Lesaka’s
 
position
 
on
 
public
 
policy
 
or
 
industry
 
issues
 
will
 
be
 
dealt
 
with
 
by
 
senior
management of Lesaka and existing policies
 
in this regard must be adhered to. The
 
text of the articles
for publication,
 
public speeches
 
and addresses
 
about Lesaka
 
and its
 
business should
 
be reviewed
 
in
advance with the individual responsible for public relations.
Employees
 
should
 
separate
 
their
 
personal
 
roles
 
from
 
Lesaka’s
 
position
 
when
 
communicating
 
on
matters not
 
involving Lesaka
 
business. They
 
should be
 
especially careful
 
to ensure
 
that they
 
are not
identified with Lesaka when
 
pursuing personal or political
 
activities, unless this
 
identification has been
specifically authorized in advance by Lesaka.
 
 
9.
 
PRIVACY AND CONFIDENTIALITY
 
In
 
the
 
regular
 
course
 
of
 
business,
 
Lesaka
 
accumulates
 
a
 
considerable
 
amount
 
of
 
information.
 
The
following principles are to be observed:
9.1.
 
OBTAINING AND SAFEGUARDING INFORMATION
Information
 
necessary
 
for
 
Lesaka’s
 
business
 
should
 
be
 
reliable,
 
accurate
 
and
 
its
 
confidentiality
maintained.
 
When
 
personal
 
information
 
is
 
needed,
 
wherever
 
possible,
 
it
 
should
 
be
 
obtained
 
directly
from
 
the
 
person
 
concerned.
 
Only
 
reputable
 
and
 
reliable
 
sources
 
should
 
be
 
used
 
to
 
supplement
 
this
information.
Information
 
should
 
only
 
be
 
retained
 
as
 
long
 
as
 
it
 
is
 
needed
 
or
 
as
 
required
 
by
 
law,
 
and
 
it
 
is
 
every
employee’s responsibility to ensure that such information
 
is physically secured and protected.
9.2.
 
ACCESS TO INFORMATION
Any
 
information
 
with
 
respect
 
to
 
any
 
product,
 
plan
 
or
 
business
 
transaction
 
of
 
Lesaka,
 
or
 
personal
information regarding employees, including their salaries, must be
 
kept strictly confidential (hereinafter
referred to as “Confidential
 
Information”) and must
 
not be disclosed
 
or used for
 
improper purposes by
any employee unless and until proper authorization for
 
such disclosure has been obtained.
 
Once authorization has
 
been obtained, all
 
information required by
 
stakeholders either on
 
request or due
to statutory requirements must be accurately disclosed.
 
In addition, operating
 
areas may implement
 
policies and procedures
 
to prevent improper transmission
within Lesaka of material non-public information.
9.3.
 
TERMINATION OF EMPLOYMENT
The
 
obligation
 
to
 
preserve
 
the
 
confidentiality
 
of
 
Confidential
 
Information
 
acquired
 
in
 
the
 
course
 
of
employment
 
with
 
Lesaka
 
does
 
not
 
end
 
upon
 
termination
 
of
 
employment.
 
The
 
obligation
 
continues
indefinitely
 
until
 
Lesaka
 
authorizes
 
disclosure,
 
or until
 
the
 
Confidential
 
Information
 
legally
 
enters
 
the
public domain.
Immediately
 
upon
 
the
 
termination
 
of
 
employment
 
for
 
any
 
reason,
 
or
 
when
 
otherwise
 
requested
 
by
Lesaka,
 
employees
 
are
 
required
 
to
 
return
 
to
 
Lesaka
 
all
 
above-mentioned
 
Confidential
 
Information,
including documents, information and other property.
9.4.
 
FORMER EMPLOYMENT
New employees
 
will
 
not
 
be
 
assigned
 
to
 
work
 
where
 
they
 
might
 
be
 
required
 
to
 
use
 
or disclose
 
trade
secrets or confidential information
 
belonging to their former
 
employers. New employees should not
 
take
away from
 
their former
 
place of
 
employment any
 
information that
 
might be
 
considered proprietary
 
or
confidential.
 
 
10.
 
OBLIGATIONS OF EMPLOYEES
 
It is
 
of paramount
 
importance to
 
Lesaka that
 
all disclosure
 
in reports
 
and documents
 
that Lesakafiles
with, or submits to, the SEC, and in other public communications made by Lesaka is full, fair, accurate,
timely and understandable.
 
You must take all steps available to assist Lesaka in fulfilling these responsibilities consistent with your
role within
 
the Lesaka.
 
In
 
particular,
 
you are
 
required
 
to provide
 
prompt
 
and accurate
 
answers
 
to all
inquiries made to you in connection with Lesaka’s
 
preparation of its public reports and disclosure.
All employees must perform their duties diligently,
 
effectively and efficiently,
 
and in particular:
●
 
support and
 
assist Lesaka
 
to fulfil
 
its commercial
 
and ethical
 
obligations and
 
objectives as
 
set
out in this Code;
●
 
avoid any waste of resources, including time;
●
 
be
 
committed
 
to
 
improving
 
productivity,
 
achieving
 
the
 
maximum
 
quality
 
standards,
 
reducing
ineffectiveness, and avoiding unreasonable disruption
 
of activities at work;
●
 
commit to honouring their agreed terms and conditions
 
of employment;
●
 
not
 
act
 
in
 
any
 
way
 
that
 
may
 
jeopardize
 
the
 
shareholders’
 
rights
 
to
 
a
 
reasonable
 
return
 
on
investment;
●
 
act
 
honestly
 
and
 
in
 
good
 
faith
 
at
 
all
 
times
 
and
 
report
 
any
 
harmful
 
activity
 
they
 
observe
 
in
 
the
workplace;
●
 
recognize fellow
 
employees’
 
rights to
 
freedom of
 
association and not
 
intimidate fellow employees;
●
 
pay
 
due
 
regard
 
to
 
environmental,
 
public
 
health
 
and
 
safety
 
conditions
 
in
 
and
 
around
 
the
workplace; and
●
 
act within their powers and not carry on the business
 
of Lesaka recklessly.
Each employee who contributes in any way to
 
the preparation or verification of the Company's financial
statements and other financial information must:
●
 
ensure that the Company's books, records and accounts
 
are accurately maintained;
●
 
be
 
familiar
 
with
 
and
 
comply
 
with
 
the
 
Company's
 
disclosure
 
controls
 
and
 
procedures
 
and
 
its
internal control over financial reporting; and
●
 
take
 
all
 
necessary
 
steps
 
to
 
ensure
 
that
 
all
 
filings
 
with
 
the
 
SEC
 
and
 
all
 
other
 
public
communications
 
about
 
the
 
financial
 
and
 
business
 
condition
 
of
 
the
 
Company
 
provide
 
full,
 
fair,
accurate, timely and understandable disclosure.
Each employee
 
must cooperate
 
fully with
 
the Company's
 
accounting and
 
internal audit
 
departments,
as well as the Company's certified public accountants
 
and counsel.
Each employee
 
acknowledges
 
that
 
Lesaka shall
 
be the
 
owner
 
of the
 
copyright
 
in
 
any work
 
which
 
is
eligible for copyright and which is created or
 
executed by such employee, whether alone or with
 
others,
in the course and scope of employment.
All work created or executed by the employee and for which copyright exists shall
 
unless the employee
established
 
the
 
contrary,
 
be
 
deemed
 
to
 
have
 
been
 
created
 
or
 
executed
 
in
 
the
 
course
 
and
 
scope
 
of
employment with Lesaka.
 
 
 
11.
 
POLICY REVIEW
The Audit Committee of
 
the Company will periodically
 
(preferably annually) review
 
the policy and may
recommend changes from time to time for the consideration of
 
the Board.
 
Any proposed
 
changes
 
to this
 
Policy
 
where
 
indicated,
 
shall be
 
referred
 
to the
 
Board
 
for
 
appropriate
action.
BOARD APPROVAL
 
RECEIVED: SEPTEMBER 2022