Committees of the Board of Directors

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Committees of the Board of Directors

The current standing committees of the Board are the Audit and Risk Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each of the standing committees operates pursuant to a written charter, which is available on the Investor Relations page of our website at http://investor.visa.com under “Corporate Governance – Committee Composition.”

Audit and Risk Committee
Committee members:
Mary B Cranston, Chair
Lloyd A. Carney,
Audit Committee Financial Expert
Francisco Javier Fernández-Carbajal
Gary A. Hoffman
Cathy E. Minehan,
Audit Committee Financial Expert
Maynard G. Webb, Jr.

Number of meetings in fiscal year 2016: 7
Key Activities in 2016
  • Adopted a new amended and restated Audit and Risk Committee charter to improve readability and organization, and to clarify the Committee’s responsibilities and duties;

  • Monitored the integrity of our financial statements, our compliance with legal and regulatory requirements, our internal control over financial reporting and the performance of our internal audit function and KPMG, our independent registered public accounting firm;

  • Selected, approved the compensation of, and oversaw the work of KPMG. In addition, reviewed and approved additional fees and services related to the Visa Europe acquisition;

  • Reviewed and discussed with management the disclosures required to be included in our annual report on Form 10-K and our quarterly reports on Form 10-Q, including the Company’s significant accounting policies, and areas subject to significant judgment and estimates;

  • On a quarterly basis, reviewed audit results and findings prepared by internal audit;

  • Reviewed and recommended to the Board for approval our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers. The Code of Business Conduct and Ethics was revamped this year to make it more reader-friendly, facilitate navigation throughout the Code and to help employees identify supplemental subject matter resources;

  • Monitored compliance with our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers, and reviewed the implementation and effectiveness of the Company’s compliance and ethics program;

  • Reviewed and reapproved our Related Person Transactions Policy;

  • Reviewed and discussed with management the Company’s financial risks, top risks and other risk exposures and the steps taken to monitor and control those exposures, including our enterprise risk framework and programs;

  • Monitored the Company’s technology risks, including business continuity, information security and cybersecurity;

  • Reviewed and discussed the 2016 budget with management;

  • Reviewed and approved the 2016 Business Continuity Program, the 2016 internal audit plan and the Internal Audit Charter;

  • Reviewed and reapproved the Company’s Whistleblower Policy, procedures for the receipt, retention and treatment of complaints we receive including regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

  • Gary A. Hoffman joined the Board in June 2016 and joined the Audit and Risk Committee in July 2016.

Certain Relationships and Related Person Transactions

The Audit and Risk Committee has adopted a written Statement of Policy with Respect to Related Person Transactions, governing any transaction, arrangement or relationship between the Company and any related person where the aggregate amount involved will or may be expected to exceed $120,000 and any related person had, has or will have a direct or indirect material interest. Under the Policy, the Audit and Risk Committee reviews related person transactions and may approve or ratify them only if it is determined that they are in, or not inconsistent with, the best interests of the Company and its stockholders. When reviewing a related person transaction, the Audit and Risk Committee may take into consideration all of the relevant facts and circumstances available to it, including: (i) the material terms and conditions of the transaction or transactions; (ii) the related person’s relationship to Visa; (iii) the related person’s interest in the transaction, including their position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction; (iv) the approximate dollar value of the transaction; (v) the availability from other sources of comparable products or services; and (vi) an assessment of whether the transaction is on terms that are comparable to the terms available to us from an unrelated third party.

In the event we become aware of a related person transaction that was not previously approved or ratified under the Policy, the Audit and Risk Committee will evaluate all options available, including ratification, revision or termination of the related person transaction. The Policy is intended to augment and work in conjunction with our other policies that include code of conduct or conflict of interest provisions, including our Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers.

We engage in transactions, arrangements and relationships with many other entities, including financial institutions and professional organizations, in the ordinary course of our business. Some of our directors, executive officers, greater than five percent stockholders and their immediate family members, each a related person under the Policy, may be directors, officers, partners, employees or stockholders of these entities. We carry out transactions with these entities on customary terms, and, in many instances, our directors and executive officers may not be aware of them. To our knowledge, since the beginning of fiscal year 2016, no related person has had a material interest in any of our business transactions or relationships.

Report of the Audit and Risk Committee

The Committee, comprised of independent directors, is responsible for monitoring and overseeing Visa’s financial reporting process on behalf of the Board. The functions of the Committee are described in greater detail in the Audit and Risk Committee Charter, adopted by the Board, which may be found on the Company’s website at www.visa.com under “Corporate Governance – Committee Composition.” Visa’s management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements, and for the public reporting process. KPMG LLP, Visa’s independent registered public accounting firm, is responsible for expressing opinions on the conformity of the Company’s audited financial statements with accounting principles generally accepted in the United States of America, and on the Company’s internal control over financial reporting.

In this context, the Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended September 30, 2016. In addition, the Committee has discussed with KPMG the matters required to be discussed by Auditing Standard No.16, as adopted by the Public Company Accounting Oversight Board (PCAOB).

The Committee also has received the written disclosures and the letter from KPMG required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and the Committee has discussed the independence of KPMG with that firm. The Committee also has considered whether KPMG’s provision of non-audit services to the Company impairs the auditor’s independence, and concluded that KPMG is independent from the Committee and the Company’s management.

Based on the Committee’s review and discussions noted above, the Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016, for filing with the Securities and Exchange Commission.

Audit and Risk Committee of the Board of Directors

Mary B. Cranston (Chair)
Lloyd A. Carney
Francisco Javier Fernández-Carbajal
Gary A. Hoffman
Cathy E. Minehan
Maynard G. Webb, Jr.

Compensation Committee
Committee members:
Suzanne Nora Johnson, Chair
Alfred F. Kelly, Jr.
(until October 17, 2016)
David J. Pang
John A. C. Swainson
 
Number of meetings in fiscal year 2016: 8
Key Activities in 2016
  • Reviewed the overall executive compensation philosophy for the Company;

  • Reviewed and approved corporate goals and objectives relevant to our Chief Executive Officer’s and other named executive officers’ compensation, including annual performance objectives;

  • Evaluated the performance of our Chief Executive Officer and other named executive officers in light of the corporate goals and objectives and, based on such evaluation, determined, approved and reported to the Board the annual compensation of our Chief Executive Officer and other named executive officers, including salary, bonus, equity and other benefits;
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  • Reviewed and recommended to the independent members of the Board the form and amount of compensation of our directors;

  • Oversaw administration and regulatory compliance with regard to the Company’s incentive and equity-based compensation plans, including Company tax deductibility;

  • Reviewed the operations of the Company’s executive compensation programs to determine whether they are properly coordinated and achieving their intended purposes;

  • Reviewed an annual compensation-risk assessment report and considered whether the Company’s compensation policies and practices contain incentives for executive officers and employees to take risks in performing their duties that are reasonably likely to have a material adverse effect on the Company;

  • Reviewed the Company’s stock ownership guidelines for directors and named executive officers, as well as individual compliance;

  • Reviewed and discussed with management the compensation disclosures required to be included in the Company’s annual filings;

  • Oversaw the Company’s submissions to a stockholder vote on executive compensation matters, including re-approval of our annual cash incentive and long-term equity incentive plans and the advisory vote on executive compensation (“Say-on-Pay”);

  • Reviewed the results of stockholder votes on executive compensation matters and discussed with management the appropriate engagement with stockholders in response to the votes;

  • Reviewed the appropriateness of the Company’s peer group and approved annual updates;

  • Reviewed the Company’s programs and practices related to executive workforce diversity and the administration of executive compensation programs in a non-discriminatory manner; and

  • Received and reviewed updates on regulatory and compensation trends.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, none of the members of the Compensation Committee (Suzanne Nora Johnson, Alfred F. Kelly, Jr., David J. Pang and John A. C. Swainson) was or had ever been one of our officers or employees. In addition, during the last fiscal year, none of our executive officers served as a member of the board of directors or the compensation committee of any other entity that has one or more executive officers serving on our Board or Compensation Committee. Effective as of October 17, 2016, Alfred F. Kelly, Jr. ceased to serve on the Compensation Committee. He was appointed as our Chief Executive Officer effective December 1, 2016.

Risk Assessment of Compensation Programs

The Compensation Committee annually considers potential risks when reviewing and approving our compensation programs. We have designed our compensation programs, including our incentive compensation plans, with specific features to address potential risks while rewarding employees for achieving long-term financial and strategic objectives through prudent business judgment and appropriate risk taking. The following elements have been incorporated in our compensation programs for executive officers:

  • A Balanced Mix of Compensation Components – The target compensation mix for our executive officers is composed of salary, annual cash incentives and long-term equity incentives, representing a mix that is not overly weighted toward short-term cash incentives.
  • Multiple Performance Factors – Our incentive compensation plans use Company-wide metrics and individual performance goals, which encourage the achievement of objectives for the overall benefit of the Company. Annual cash incentive awards are dependent on multiple performance metrics including Net Income and Net Revenue Growth, both as adjusted for unusual or non-recurring items, as well as individual goals related to specific strategic or operational objectives.
  • Long-term Incentives – Our long-term incentives are equity-based and generally have a three-year vesting schedule to complement our annual cash based incentives.
  • Capped Incentive Awards – Annual incentive awards and performance share awards are capped at 200% of target.
  • Stock Ownership Guidelines – Our guidelines call for significant share ownership, which aligns the interests of our executive officers with the long-term interests of our stockholders.
  • Clawback Policy – Our Clawback Policy authorizes the Board to recoup past incentive compensation in the event of a material restatement of the Company’s financial results due to fraud, intentional misconduct or gross negligence of the executive officer.

Additionally, the Compensation Committee annually considers an assessment of compensation-related risks for all of our employees. Based on this assessment, the Compensation Committee concluded that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on Visa. In making this determination, the Compensation Committee reviewed the key design elements of our compensation programs in relation to industry “best practices” as presented by Frederic W. Cook & Co. (FW Cook), the Compensation Committee’s independent compensation consultant, as well as the means of mitigating potential risks, such as through our internal controls and oversight by management and the Board. In addition, management completed an inventory of incentive programs below the executive level and reviewed the design of these incentives both internally and with FW Cook to conclude that such programs do not encourage excessive risk taking.

Compensation Committee Report

The Compensation Committee has:

  • reviewed and discussed the section entitled Compensation Discussion and Analysis with management; and
  • based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this proxy statement.

COMPENSATION COMMITTEE

Suzanne Nora Johnson (Chair)
David J. Pang
John A. C. Swainson

Nominating and Corporate Governance Committee
Committee members:
Suzanne Nora Johnson
Alfred F. Kelly, Jr.
(until October 17, 2016)
David J. Pang
John A. C. Swainson (Chair as of October 17, 2016)
Maynard G. Webb, Jr.
(as of July 19, 2016)
 
Number of meetings in fiscal year 2016: 5
Key Activities in 2016
  • Following a stockholder proposal and stockholder outreach, recommended that our board amend our Bylaws to adopt proxy access, which the Board approved in October 2015;

  • Identified, selected and appointed a new director, Gary A. Hoffman, to serve as a member of the Board and the Audit and Risk Committee;

  • Revised the criteria used to identify individuals qualified to become our directors to better align with our current business needs and long-term strategy;

  • Discussed board composition in light of the revised director qualification criteria;

  • Reviewed and revised the Nominating and Corporate Governance Charter to include, among other things, oversight of corporate responsibility matters, which was approved by the Board;

  • Reviewed the Corporate Governance Guidelines and Board Communications Policy, which were approved by the Board;

  • Reaffirmed the Board’s categorical director independence standards, and reviewed the qualifications and determined the independence of the members of the Board and its committees;

  • Recommended to the Board changes to the Board’s committee composition, which resulted in

    • Appointment of Maynard Webb to the Nominating and Corporate Governance Committee; and

    • Appointment of Gary A. Hoffman to the Audit and Risk Committee;

  • Reviewed each director’s compliance with the requirements of the Corporate Governance Guidelines relating to service on other boards or audit committees of publicly-traded companies;

  • Reviewed succession plans for management, including the succession of the Chief Executive Officer in the event of an emergency or retirement;

  • Oversaw the annual evaluation of the Board, its committees and directors; and

  • Reviewed and approved the 2016 corporate political contribution plan, and oversaw the Company’s political contributions and lobbying activities as contemplated by such policies.

Nomination Process and Stockholder Proposed Candidates

The Nominating and Corporate Governance Committee considers and recommends candidates to the Board in accordance with its charter, our Certificate of Incorporation and Bylaws, our Corporate Governance Guidelines and the criteria adopted by the Board regarding director candidate qualifications. Candidates may come to the attention of the Nominating and Corporate Governance Committee from current directors, members of management, a professional search firm or a stockholder.

Stockholders may propose a director candidate to be considered for nomination by the Nominating and Corporate Governance Committee by providing the information specified in our Corporate Governance Guidelines to our Corporate Secretary within the timeframe specified for stockholder nominations of directors in our Bylaws. For additional information regarding the process for proposing director candidates to the Nominating and Corporate Governance Committee, please see our Corporate Governance Guidelines. Stockholders who wish to nominate a person for election as a director at an annual meeting of stockholders must follow the procedure described under the heading Other Information – Stockholder Nomination of Director Candidates and Other Stockholder Proposals for 2018 Annual Meeting on page 83 of this proxy statement. For additional information regarding this process, please see our Bylaws.

Criteria for Nomination to the Board of Directors and Diversity

The Nominating and Corporate Governance Committee applies the same standards in considering director candidates submitted by stockholders as it does in evaluating other candidates, including incumbent directors. The identification and selection of qualified directors is a complex and subjective process that requires consideration of many intangible factors, and will be significantly influenced by the particular needs of the Board from time to time. As a result, there is no specific set of minimum qualifications, qualities or skills that are necessary for a nominee to possess, other than those that are necessary to meet U.S. legal, regulatory and NYSE listing requirements and the provisions of our Certificate of Incorporation, Bylaws, Corporate Governance Guidelines and charters of the Board’s committees. When considering nominees, the Nominating and Corporate Governance Committee may take into consideration many factors, including a candidate’s:

  • Payments knowledge and experience;
  • Technology knowledge and experience;
  • Relevant senior leadership experience;
  • Experience serving on boards of large and complex public companies;
  • Financial expertise, including ability to serve as an audit committee financial expert;
  • Experience operating in and across a number of different global markets;
  • Marketing and brand experience across multiple channels;
  • Enterprise risk management experience;
  • Government or geopolitical expertise, including engaging with governments around the world at high levels; and
  • E-commerce and mobile commerce experience.

In addition to the above qualities, the Board, through the Nominating and Corporate Governance Committee, strives to have a board which reflects the diversity of all our key constituencies around the world (clients, customers, employees, business partners and stockholders). In assembling our Board, our objective is to have wide diversity in terms of business experiences, functional skills, gender, race, ethnicity, and cultural backgrounds.

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