Visa 2007 Annual Report Download - page 223

(b) In addition to his or her responsibilities as a Director, the Lead Director shall be responsible for: (i) chairing executive sessions where non-
management directors meet either before or after regularly scheduled Board meetings and, as appropriate, providing prompt feedback to the Chairperson of
the Board and the Chief Executive Officer, (ii) calling, setting the agenda for and chairing periodic executive sessions and meetings of the Independent
Directors and reporting accordingly to the full Board, (iii) chairing Board meetings in the absence of the Chairperson of the Board and the Chief Executive
Officer or when it is deemed appropriate arising from the Chairperson and Chief Executive Officer's management role, (iv) providing feedback to the
Chairperson and Chief Executive Officer on corporate and Board policies and strategies and, when requested by the Board, acting as a liaison between the
Board and the Chief Executive Officer, (v) facilitating one-on-one communication between directors and committee chairs and the Chairperson and Chief
Executive Officer and other senior managers to keep abreast of their perspectives, (vi) in concert with the Chairperson and Chief Executive Officer, advising
on the agenda and schedule for Board meetings and strategic planning sessions based on input from directors, (vii) providing advance feedback
on background materials and resources necessary or desirable to assist them in carrying out their responsibilities, and reviewing board materials and
background papers in advance of Board meetings, ( viii ) interviewing potential candidates for election to the Board, (x) holding one-on-one discussions with
individual directors when the Board so requests, (xi) overseeing the evaluation of individual members of the Board and of the Chief Executive Officer,
(xii) carrying out such other duties as are requested by the Board or any of its committees from time to time.
ARTICLE IV
Meetings of the Board of Directors
Section 4.1 General. The Board may hold meetings, both regular and special, either within or without the State of Delaware. From and after the IPO
Date, meetings of the Board shall be presided over by a Chairperson, who shall not be one of the directors representing regional financial institution interests
as set forth in Article 5.1(b) of the Certificate of Incorporation.
Section 4.2 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be
determined by the Board.
Section 4.3 Special Meetings. Special meetings of the Board for any purpose or purposes may be called by the Chairperson of the Board or the Chief
Executive Officer or the President on twenty-four (24) hours' notice to each director either personally or by telephone, telegram, facsimile or electronic mail;
special meetings shall be called by the Chief Executive Officer or the President or Secretary in like manner and on like notice on the written request of a
majority of the Board.
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