Visa 2007 Annual Report Download - page 171

Table of Contents
committee of Diageo PLC, a premium drinks business with a collection of international brands. He holds a Bachelor of Arts degree in Geography from
Dartmouth College.
John A. Swainson has served as a director of Visa Inc. since October 2007. Mr. Swainson served as a director of Visa U.S.A. from April 2006 to
October 2007. Since February 2005, Mr. Swainson has served as Chief Executive Officer of CA, Inc., an information technology management software
company, and he has served as President and a director of the company since November 2004. Prior to his joining CA, Mr. Swainson served as Vice President
of Worldwide Sales for IBM's Software Group from July 2004 to November 2004. Previously, he was General Manager of the Application Integration
Middleware division of IBM from 1997 to 2004. He also serves as a director of Cadence Design Systems, an electronic design automation technologies and
engineering services company. Mr. Swainson holds a Bachelor of Applied Science degree in Engineering from the University of British Columbia.
Johannes (Hans) I. van der Velde has served as a director of Visa Inc. since October 2007. Mr. van der Velde joined the EU region of Visa International
as a director in September 1995, prior to its incorporation as Visa Europe in July 2004, and was appointed as Deputy Chairman of the board of directors of
Visa Europe in March 2006. He was also a director of Visa International from July 2004 to October 2007 and a director of Inovant from November 2000 to
October 2007. From September 1995 to February 2006, Mr. van der Velde served as President and Chief Executive Officer of the EU region of Visa
International and then Visa Europe after its incorporation, and has been a director of Gieseke & Devrient since 2000. Mr. van der Velde holds a Bachelor of
Arts degree in Economics and a Masters degree in Economics, both from the University of Amsterdam.
Compliance with Section 16(a) of the Exchange Act
Not applicable.
Code of Ethics
Our Chief Executive Officer and senior financial officers, which we refer to collectively as senior officers, are required to comply with the code of
ethics adopted by our board of directors. The code of ethics requires the senior officers to engage in honest and ethical conduct in performing their duties,
provides guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships and provides
mechanisms to report unethical conduct. Our senior officers will be held accountable for their adherence to the code. If we amend or grant any waiver from a
provision of our code of ethics, we will publicly disclose such amendment or waiver in accordance with and if required by applicable law, including by
posting such amendment or waiver on our website or by filing a report on Form 8-K.
A copy of the code of ethics is filed as an Exhibit to this report. Prior to listing our class A common stock on a securities exchange in connection with
our proposed IPO, we intend to adopt a code of ethics that will incorporate elements of our existing code and will also apply to our directors and all
employees in accordance with the listing requirements of such exchange.
Material Changes to the Procedures by which Security Holders May Recommend Changes to the Company's Board of Directors
Until the third anniversary of the closing our proposed initial public offering, our board of directors will consist of 17 directors, 10 of whom must be
independent directors in accordance with applicable stock exchange and SEC rules, comprised of the following:
• two directors will be regional directors from our U.S.A. region;
• one director will be a regional director from our Canada region;
170