Visa 2008 Annual Report Download - page 209

Table of Contents
Class III directors. The remaining independent directors serve as class III directors. The term of the class III directors will expire on the date of the
annual meeting of the Company held in the calendar year 2010. The individuals appointed as class III directors are Robert W. Matschullat, Cathy Elizabeth
Minehan, David J. Pang, William Shanahan and John A. Swainson.
After April 30, 2009 and prior to the date of the annual meeting of the Company occurring in the calendar year 2011, vacancies on the board for our
class I directors will be filled with directors nominated by a representative sample of the financial institutions participating in the payments system operated
by the Company and its subsidiaries and which are organized under the laws of countries (or their respective states, provinces, territories or dominions) falling
within the geographic region to which such class I director pertains, as our board of directors may determine in its sole discretion, which is referred to as the
regional nominating committee. If the board of directors does not approve a nominee submitted by the regional nominating committee, the vacancy will be
filled by a director elected at a special meeting of our class A stockholders. Except as noted above, successors to each class of directors whose term is expiring
shall be elected by the stockholders at the annual meeting of our class A stockholders and shall be elected for a term expiring at the third annual meeting of
stockholders immediately following the annual meeting at which such successor director is elected; provided, however, that the term of our class I directors
elected at the first annual meeting held after the closing date of our restructuring shall, in any event, expire on the day of the annual meeting of the Company
held in the calendar year 2011.
Nominating and Corporate Governance Committee
We have established a nominating and corporate governance committee that provides assistance to our board of directors in, among other things,
identifying individuals qualified to become our directors and selecting, or recommending that our board of directors select, nominees for our board of
directors. The current members of the nominating and corporate governance committee are Thomas Campbell (chairperson), Suzanne Nora Johnson, David J.
Pang and William Shanahan, each of whom has been determined to be "independent" under applicable stock exchange and SEC rules. Our Corporate
Governance Guidelines provide that the nominating and corporate governance committee will consider director candidates who are timely proposed by the
Company's stockholders and are otherwise in accordance with our bylaws and other procedures established from time to time by the nominating and corporate
governance committee. As a result of our restructuring, special procedures apply to the nomination of candidates for election as class I directors at an annual
meeting held between January 1, 2008 and on or before April 30, 2009. Pursuant to our amended and restated certificate of incorporation, each class I director
candidate nominated to stand for election between January 1, 2008 and April 30, 2009 must be a senior executive or former senior executive of a Visa
member (or a serving director who has been nominated for re-election upon the expiration of his or her term) and be approved by the then-serving class I
directors. In addition, on October 16, 2008, we announced that the board of directors approved and adopted amendments to our bylaws clarifying that
stockholders seeking to nominate directors must comply with the stockholder notice requirements of Section 2.5 of our bylaws and requiring that stockholders
seeking to nominate directors must disclose, upon request, information regarding any derivative positions or other interests held by such stockholders with
respect to our equity securities. The foregoing summary is qualified in its entirety by reference to our bylaws. The committee operates pursuant to a written
charter, which is posted on the Company's website at http://www.visa.com.
Audit and Risk Committee and Audit and Risk Committee Financial Expert
Our audit and risk committee, among other things, provides assistance to our board of directors in fulfilling its responsibilities with respect to its
oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, our internal control over financial reporting and
the
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