Leading by example

We believe the trust of investors, cardholders, merchants and financial institution clients needs to be earned. That is why Visa commits to the highest standards of professional and personal conduct and always seeks to act with openness and transparency. We have implemented a robust governance structure, and we regularly monitor our corporate governance policies and practises to ensure we meet or exceed the requirements of applicable laws, regulations and rules, the NYSE's listing standards and the expectations of our investors.

Visa's corporate governance framework, including our Corporate Governance guidelines exemplifies our commitment to these standards.

Key components include:

• Our Board of Directors is comprised entirely of independent directors (other than  our CEO), as are the key committees of the Board (Compensation, Audit and Risk, and Governance);
• Each director is elected annually by our shareholders
• Independent directors meet regularly in executive sessions;
• Committee chairs are generally rotated at least once every 5 years;
• The Board and each Committee conduct annual self-evaluations and peer reviews, and our Board is actively engaged in succession planning at the Board and management levels
• The charters of the Board's committees clearly establish the roles and responsibilities of each of the committees

Visa also has a comprehensive Code of Business Conduct and Ethics the foundation for how we conduct everyday business activities around the world. The Code applies to all directors, officers, employees and contingent staff and covers a wide range of business practises and standards. The Code requires personnel to engage in honest and ethical conduct in performing their duties, details guidelines for how we ethically handle actual or apparent conflicts of interest between personal and professional relationships and provides a mechanism for anyone inside or outside the company to report a suspected violation of the Code.

Download Visa's Code of Business Conduct and Ethics

Visa is committed to operating responsibly and establishing high ethical standards across our company. The U.K. Modern Slavery Act of 2015 requires companies carrying on business in the U.K. to publish a statement describing steps taken to ensure modern forms of slavery and human trafficking are not taking place in the company’s business operations and supply chains.

Note: Nothing in this Code or in any Visa policy prevents you from communicating directly with government agencies or law enforcement about actual or potential violations of laws or regulations. You do not need the prior permission of Visa’s Legal Department to engage in such communications, nor do you need to inform the company about such communications.

Our collective strength – fuelled by the different backgrounds and perspectives of our employees – makes Visa a better place to work and a better business partner for our clients around the world. We believe that having an inclusive environment allows us to fully leverage the contributions of our employees, which then enriches our organisation and drives Visa’s global success.

Visa’s approach to D&I involves three key areas of focus:

• People First: Our goal at Visa is to attract, develop and retain a workforce that is reflective of the business and communities we support. We are looking for teams that bring diversity of thought, experience and backgrounds to the table at every level.
• Environment Is Key: We are focused on fostering an inclusive organisational environment that celebrates differences and encourages unique perspectives.
• Leaders Can Make a Difference: We are promoting cultural agility among all Visa leaders to maximise workforce engagement and ensure a more robust talent pipeline and leadership alignment and engagement.

As part of our efforts, Visa sponsors Diversity and Inclusion employee groups which support all aspects of diversity and inclusion at Visa, including employee resource groups, diversity and inclusion chapters, and the allies group. The employee groups host a variety of events, including seminars, workshops and presentations to enhance awareness and understanding of diversity and inclusion as well as providing development experiences and business knowledge.

Supplier Diversity

Visa continually seeks the best service, quality and value-at the best cost-by building mutually beneficial relationships with a broad and diverse supplier base.

Visa is committed to promoting relationships with minority-, woman-, disabled veteran-, disabled- and lesbian-, gay-, bisexual- and transgender-(LGBT) owned businesses, small business enterprises or enterprises located in historically underutilised business zones (HUBZones).

Our Supplier Diversity Programme is founded on three basic operating principles:

• Promoting business opportunities for diverse businesses and ensuring they have fair access to bid and contract opportunities.
• Growing the amount of quality products and services we procure directly from diverse suppliers or indirectly from companies who share our commitment to diversity.
• Communicating the value of supplier diversity, both internally and externally.
  

Living up to the trust that Visa customers, shareholders, employees and community stakeholders have placed in us means doing our part to reduce our environmental impact while also increasing efficiencies and lowering costs. As a global payments technology company, our primary opportunities for reducing our direct environmental impacts lie in the efforts we make to operate our data centres and office buildings efficiently and responsibly, as the energy usage associated with these types of facilities comprise approximately 75% of our greenhouse gas emissions.

As part of our efforts, we pursue certification for our facilities through the US Green Building Council’s (USGBC) Leadership in Energy and Environmental Design (LEED) programme, the world’s most widely recognised and applied benchmark for green buildings. We also seek to curtail paper usage, source our supplies and electronics responsibly, divert waste from landfills and promote a culture of sustainability among our employees at work and at home.

Specific initiatives have included:

• Energy reduction through efficient lighting and controls, HVAC upgrades and data centre infrastructure improvements
• Waste reduction through a robust composting and recycling programme and by using environmentally preferable office supplies such as printer paper with 30 per cent post-consumer recycled content
• Water reduction through low flow water fixtures and responsible landscaping
• Transportation impact reduction through employee shuttles, public transit subsidies and virtual meetings

We also are committed to transparency around our environmental impact. In particular, Visa is a multi-year respondent to the annual Carbon Disclosure Project (CDP) process for disclosing climate change impact and management.

Public sector decisions significantly affect our business and industry, as well as the communities in which we operate. For this reason, we participate in the political process through regular and constructive engagement with government officials and policy-makers, by encouraging the civic involvement of our employees, and by contributing to state and local candidates and political organisations where permitted by applicable law.

We are committed to conducting these activities in a manner that reflects responsible corporate citizenship and best serves the interests of our shareholders, employees, and other stakeholders. Additional information regarding our political activities and oversight may be found below and by clicking on the links on this page. Learn more about our governance structure and practices.

Oversight, Accountability, and Visa Inc. Political Participation, Lobbying and Contributions Policy

The Board of Directors of Visa Inc., acting through the Nominating and Corporate Governance Committee, is responsible for overseeing our lobbying activities and political contributions. The Nominating and Corporate Governance Committee has approved a comprehensive Political Participation, Lobbying and Contributions Policy to:

(a) promote ethical and transparent political engagement by Visa,

(b) ensure that our political spending enhances shareholder value, and

(c) facilitate our compliance with applicable laws and reporting requirements.

Visa's Government Relations Department is responsible for implementing the Policy, developing and maintaining procedures to support the Policy and monitoring the operation and effectiveness of the Policy. Download a copy of the Policy.

Under the Policy:

• The Nominating and Corporate Governance Committee must pre-approve the use of corporate funds for political contributions, including contributions made to trade associations to support targeted political campaigns, contributions to tax exempt organisations for political activities, and contributions to organisations registered under Section 527 of the U.S. federal tax code to support political activities.
  
  
• Visa's Government Relations Department must prepare and present to the Committee an annual report itemising our political contributions, and disclose that report on our website. As part of our annual Political Contributions report, the company must  make reasonable efforts to obtain from U.S. trade associations whose annual membership dues exceed $25,000 the portion of such dues that are used for political contributions. Links to our current and historical Annual Contributions Reports are available under the heading Political Contributions and Related Activity Disclosure below.
  
  
• Visa's Government Relations Department must also prepare and present to the Committee an annual report itemizing our lobbying expenditures, which must include information regarding our memberships in and payments to trade associations and industry groups for lobbying purposes, and tax exempt organisations that write and endorse model legislation.  A list of our memberships in tax exempt organisations that write and endorse model legislation is available under the heading Lobbying below.
  
  (We also file quarterly reports disclosing our U.S. federal lobbying activities with the Office of the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate.)

Visa's Policy also prohibits our directors and employees from using company resources to promote their personal political views, causes or candidates, and specifies that the company will not directly or indirectly reimburse any personal political contributions or expenses.

Directors and employees may not lobby government officials on the company's behalf absent the pre-approval of our Government Relations Department. As such, our lobbying and political spending seek to promote the interests of the company and its stockholders and not the personal political preferences of our directors or employees.  Consistent with applicable law, Visa will not take any adverse employment action against an employee on the basis of his or her personal political affiliation or lawful political activity.

Corporate Political Contributions and Related Activity Disclosure

Consistent with U.S. federal law, Visa Inc. does not contribute to U.S. federal candidates, national political party committees or other federal political committees. Visa Inc. may contribute to political candidates outside the U.S. in limited instances.

We make use of corporate funds for contributions to state or local candidates in the United States, where permissible and within the limits designated by state and local laws and regulations. We also make contributions to (a) certain established and recognised associations that are organised under Section 527 of the US Internal Revenue Code and are registered with the Federal Election Commission or an equivalent state regulator and (b) to support or oppose state or local ballot initiatives or referendums, where doing so would advance our public policy objectives.

Each political contribution must be approved by the appropriate Government Relations representative (state, federal or international) where the contribution is made, to ensure that it aligns with our business interests and policy goals. In selecting recipients of corporate contributions, our Government Relations Department will consider the following factors, among others:

• The potential contributee's views, voting record and understanding of policy issues of importance to Visa, its shareholders and other stakeholders;
  
  
• The potential contributee's reputation for integrity;
  
  
• The potential contributee's service in a party or legislative leadership position;
  
  
• The potential contributee's relationship to or representation of a Visa facility or a large concentration of Visa employees;
  
  
• The extent to which the potential contributee shares Visa's legislative priorities.

All decisions regarding the recipients of political contributions in the United States are made by the Head of Government Relations for the U.S. Decisions regarding political contributions outside of the United States are made by the Head of Government Relations for Asia-Pacific, which is currently the only other region outside the U.S. where Visa makes corporate contributions.

In addition, under Visa's Political Participation, Lobbying and Contributions Policy, the Nominating and Corporate Governance Committee also must pre-approve the use of corporate funds for political contributions. To meet this requirement, our Government Relations Department annually prepares and presents to the Committee for approval a proposed plan for corporate political giving for the year.

Government Relations also prepares and presents to the Committee a report detailing the company's political contributions for the prior year, which must be publicly disclosed on this website.

Our current and historic Annual Contributions Reports are listed below:

• 2016 Annual Contributions Report
• 2015 Annual Contributions Report
  
• 2014 Annual Contributions Report
• 2013 Annual Contributions Report
• 2012 Annual Contributions Report
• 2011 Annual Contributions Report
• 2010 Annual Contributions Report

The Annual Contributions Reports include contributions made to state or local candidates and ballot measures in the US, trade associations to support targeted political campaigns, organisations registered under Section 527 of the US federal tax code and political parties and business forums outside of the United States. It is Visa’s policy that this disclosure requirement applies to any payments to other tax exempt organisations engaged in advocacy (including 501(c)(3), (4), and (6) organisations) if it determines that the contribution in question was used for political activities.

We note that we do not regularly sponsor advertisements that qualify as "independent expenditures " or "electioneering communications " under the U.S. federal campaign finance laws, or make contributions to individual political candidates abroad. However, in the event we do make such contributions, they must be approved in advance by the Nominating and Corporate Governance Committee (as well as our Legal Department) and disclosed in our Annual Contributions Report.

Trade Associations

We belong to various trade associations in the US and abroad and pay regular dues to these groups. We do not normally make additional, non-dues contributions to support such groups' political activities. However, in those instances where it is in our business interest to do so, the Government Relations Department will obtain the Nominating and Corporate Governance Committee's advance approval and disclose any such contributions in the Annual Contributions Report. As described above, we also will make reasonable efforts to obtain from U.S. trade associations whose annual membership dues exceed $25,000 the portion of such dues that are used for political contributions, and disclose that information in our Annual Contributions Report.

Lobbying

We endeavour to maintain a healthy and transparent relationship with governments around the world by communicating our views and concerns to elected officials and policy-makers. As an industry leader, we encounter challenges and opportunities on a wide range of policy matters at the federal, state and local levels in the United States, as well as internationally. Such issues may include regulations and policies on interchange, cyber security, data security, privacy, intellectual property, surcharging, payroll and prepaid cards, mobile payments, tax, international trade and market access, and financial inclusion, among others.

We engage lobbyists and partner with trade associations and other organisations to assist us in responding to these challenges and opportunities, by:

• providing access to policy-makers, political intelligence, and policy analysis;
  
  
• monitoring legislation;
  
  
• providing a forum for discussing important industry issues and advocating for common business interests; 
  
  
• helping ensure that we have a voice in the policy-making process, particularly on matters receiving significant support from opposing parties; and
  
  
• advancing our global lobbying and advocacy strategies.

Our Government Relations Department must pre-approve these engagements and lobbying activities and regularly reviews them to ensure that they continue to best serve our business interests and objectives.

In addition, our Government Relations Department annually prepares and presents to the Nominating and Corporate Governance Committee a report regarding the company's lobbying expenditures, which includes information regarding our memberships in and payments to trade associations and industry groups for lobbying purposes and tax exempt organisations that write and endorse model legislation. While we do not publish this report, we do file quarterly reports regarding our U.S. federal lobbying activities and expenditures with the Office of the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate, as required by the Lobbying Disclosure Act of 1995 and the Honest Leadership and Open Government Act of 2008. These reports are available by searching for "Visa" as a "Registrant" on the U.S. Senate's website.

With regard to tax exempt organisations that write and endorse model legislation, we are not currently a member of any such organisation, other than The Council of State Governments. In 2016, Visa contributed £8,500 in membership dues to The Council of State Governments.

Visa Political Action Committee

In the United States, we also sponsor a federal Political Action Committee (PAC) pursuant to the Federal Election Campaign Act, as amended and the regulations promulgated by the Federal Election Commission. The Visa PAC enables Visa employees to voluntarily pool their financial resources to support federal, state and local political candidates and organisations.

Visa PAC contributions and expenditures are publicly disclosed on government-agency websites, including the Federal Election Commission's website (www.fec.gov). In addition to the disclosure of Visa PAC contributions on government websites, interested parties may monitor our federal PAC contributions through the websites of the Center for Public Integrity and the Center for Responsive Politics below:

Visit Open Secrets website
Visit Public Integrity website 

The Visa PAC is governed by its board of directors, which appoints the officers of the PAC and supervises and directs the PAC's administration, solicitation campaigns, contributions and compliance with applicable law and the PAC Bylaws.

Recipients of Visa PAC contributions are selected based upon the same criteria referenced under Political Contributions and Related Activity Disclosure above, and any other factors the Visa PAC board may develop.