Visa 2008 Annual Report Download - page 210

Table of Contents
performance of our internal audit function and independent registered public accounting firm. The audit and risk committee is also responsible for the
selection, retention, termination, compensation and oversight of the work of our independent registered public accounting firm. The current members of the
audit and risk committee are Robert W. Matschullat (chairperson), Gary Coughlan, Mary B. Cranston, Francisco Javier Fernandez-Carbajal and Cathy
Elizabeth Minehan, each of whom has been determined by our board to be independent under applicable stock exchange and SEC rules. Robert W.
Matschullat is an "audit committee financial expert" as that term is defined under SEC rules. The committee operates pursuant to a written charter, which is
posted on the Company's website at http://www.visa.com.
Compensation Committee
Our compensation committee, among other things, provides assistance to our board of directors in fulfilling its responsibilities with respect to (1)
establishing and reviewing the overall compensation philosophy of the Company; (2) reviewing and approving corporate goals and objectives relevant to the
CEO and other executive officers' compensation, including annual performance objectives; (3) evaluating the performance of the CEO and other executive
officers in light of these goals and objectives and, based on such evaluation, determining and approving the annual compensation of the CEO and other
executive officers, including salary, bonus, stock options and other benefits; (4) reviewing and recommending to the full board the compensation of our
directors; and (5) monitoring the Company's incentive and equity-based compensation plans. The compensation committee also is responsible for reviewing
and discussing with the Company's management the disclosures to be included in the Company's annual filings. The current members of the compensation
committee are William Shanahan (chairperson), John A. Swainson, Thomas Campbell, and Suzanne Nora Johnson, each of whom has been determined by our
board to be independent under applicable stock exchange and SEC rules. The committee operates pursuant to a written charter, which is posted on the
Company's website at http://www.visa.com.
ITEM 11. Executive Compensation
Compensation Discussion and Analysis
This section describes the compensation program for each person serving as our Chief Executive Officer and Chief Financial Officer in the 2008 fiscal
year and each of the three most highly compensated executive officers serving at the end of the 2008 fiscal year (collectively, our named executive officers).
The named executive officers for the 2008 fiscal year are:
• Chief Executive Officer, Joseph W. Saunders;
• Chief Financial Officer, Byron H. Pollitt;
• President, John C. (Hans) Morris;
• Chief Operating Officer, John M. Partridge; and
• General Counsel, Joshua R. Floum.
Compensation Philosophy and Objectives
Our global total rewards programs have been designed to support a globally consistent compensation philosophy while accommodating the regulatory,
cultural and/or practical differences in the different geographies in which we have operations. We expect this approach will enable us to attract, retain and
motivate our employees and will emphasize performance-based differentiation of compensation that rewards employees for the achievement of corporate
goals and the realization of
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