Visa 2007 Annual Report Download - page 174

Table of Contents
Role of Chief Executive Officer in Compensation Decisions
Our Chief Executive Officer will annually review the performance of each executive officer (other than the Chief Executive Officer, whose
performance will be reviewed by the compensation committee). The conclusions reached and recommendations based on these reviews, including such items
as salary adjustments and annual award amounts, will be presented to the compensation committee. The compensation committee can exercise discretion in
modifying any compensation recommendations or awards to executive officers and will approve all compensation decisions for our executive officers.
Setting Executive Compensation
Our compensation committee will structure executive compensation to include an annual cash incentive component and a long-term equity incentive
component to motivate our executive officers to achieve their business goals and reward them for achieving such goals.
We have retained Towers Perrin, a global human resources consulting firm, to conduct an annual review of our total compensation program with
respect to executive compensation. We will conduct an annual benchmark review of the aggregate level of our executive compensation, as well as the
combination of elements used to compensate our executive officers. This review will be based on public information and third party surveys of executive
compensation paid by publicly traded peer companies of similar size and focus, including financial services, processing, technology and business services
companies, which we refer to, collectively, as the compensation peer group.
Several criteria were used to identify the compensation peer group: (1) industry—we expect that we will compete for talent with financial services,
processing, high technology and business services companies; (2) geography—to ensure that the companies identified as peers have broad international
presence because we are a company with global operations; and (3) financial scope—management talent should be similar to that in companies that have
similar financial characteristics (e.g., revenues, market capitalization and total assets). The companies currently comprising the compensation peer group are:
Financial Services Processing Technology Business Services
Equivalent Sized Peers • Allianz
• American Express
• HSBC
• ADP
• eBay
• First Data
• Fiserv
• MasterCard
• State Street
• Google
• Oracle
• Sun Microsystems
• EDS
• Sabre Holdings
Large Peers • AIG
• General Electric
• Merrill Lynch
• Morgan Stanley
• Cisco
• Intel
• IBM
The compensation peer group is divided into two groups for purposes of compensation benchmarking. For "equivalent sized" companies (revenues
generally less than $30 billion), we select benchmark positions that most accurately reflect the responsibilities of our executive officers. For large companies
(revenues generally greater than $30 billion), we select benchmark positions at the business unit level, where available, and positions with reporting levels that
are generally one reporting level below comparable positions at Visa and the "equivalent sized" companies in the compensation peer group.
In addition, our compensation committee will take into account publicly available data relating to the compensation practices and policies of other
companies within and outside our industry.
173