MasterCard 2009 Annual Report Download - page 144

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
MasterCard Incorporated’s management, including the Chief Executive Officer and Chief Financial Officer,
carried out an evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report.
Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that
MasterCard Incorporated had effective disclosure controls and procedures for (i) recording, processing,
summarizing and reporting information that is required to be disclosed in its reports under the Securities
Exchange Act of 1934, as amended, within the time periods specified in the Securities and Exchange
Commission’s rules and forms and (ii) ensuring that information required to be disclosed in such reports is
accumulated and communicated to MasterCard Incorporated’s management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure.
Changes in Internal Control over Financial Reporting
In addition, MasterCard Incorporated’s management assessed the effectiveness of MasterCard’s internal
control over financial reporting as of December 31, 2009. In a report included in Item 8, management concluded
that based on its assessment, MasterCard’s internal control over financial reporting was effective as of
December 31, 2009. The attestation report of PricewaterhouseCoopers LLP, our independent registered public
accounting firm, is also included in Item 8.
There was no change in MasterCard’s internal control over financial reporting that occurred during the three
months ended December 31, 2009 that has materially affected, or is reasonably likely to materially affect,
MasterCard’s internal control over financial reporting.
Item 9B. Other Information
On February 11, 2010, the Company, in the ordinary course of business, issued 52 shares of its Class M
common stock to new principal members of MasterCard International, which was offset by the retirement of 18
shares of Class M common stock due to the terminations of principal members, pursuant to the amended and
restated certificate of incorporation of the Company (the “Charter”). In the aggregate, these issuances of new
shares of Class M common stock were more than one percent of the total number of shares of Class M common
stock outstanding. Pursuant to Article IV, Section 4.3(G) of the Charter, the Company issues a share of Class M
common stock upon each principal member of MasterCard International becoming a member and executing a
license agreement with MasterCard International. The shares of Class M common stock were issued in reliance
upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, on the
basis that the transaction, the issuance of a share upon the issuance of a license, did not involve any public
offering.
On February 2, 2010, the Company’s board of directors set September 21, 2010 as the date for the 2010
annual meeting of stockholders (the “Annual Meeting”).
The Company had previously disclosed in its proxy statement for its 2009 annual meeting of stockholders
that in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, stockholder
proposals had to be received by the Company no later than December 24, 2009 for inclusion in the proxy
statement for the Annual Meeting.
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