Visa 2008 Annual Report Download - page 242

Table of Contents
major shareholder of Texas Independent Bancshares. In October 2004, Texas Independent Bancshares was named as a defendant in the interchange
litigation which comprises a part of our covered litigation. Texas Independent Bancshares is also a party to a joint defense agreement relating to the
interchange litigation. Pursuant to a Visa U.S.A. board resolution dated April 18, 2007, which was approved by a majority of the independent directors of
Visa U.S.A., Visa U.S.A. reimburses Texas Independent Bancshares for reasonable costs and expenses incurred in defending itself in the interchange
litigation and as a participant in the joint defense agreement. In the board resolution, the Visa U.S.A. board noted its belief that Texas Independent Bancshares
would not have been named as a defendant in the interchange litigation absent Mr. Doyle's being a member of the Visa U.S.A. board. Visa U.S.A. reimbursed
Texas Independent Bancshares $101,000 in fiscal 2006, $483,000 in fiscal 2007 and $260,000 in fiscal 2008. This agreement was entered into prior to the
adoption of the Policy, but was subsequently ratified by the audit and risk committee of our Board, which found that it is in, or not inconsistent with, the best
interests of the Company and its stockholders.
Royal Bank of Canada
Royal Bank of Canada (RBC) is a participant in the Visa system. David McKay, our regional director from our Canada region, is Group Head of
Canadian Banking for RBC. As part of the reorganization, RBC incurred costs associated with its filing for regulatory clearance under the U.S. competition
laws. Visa agreed to reimburse RBC for certain of the expenses. RBC subsequently requested reimbursement in the amount of $125,000. In July 2008, Visa
paid this amount. This reimbursement agreement was entered into prior to the adoption of the Policy.
Relationship with a Visa U.S.A. employee
Mary B. Cranston is one of our independent directors. In September, 2008 one of Ms. Cranston's daughters married a Visa U.S.A. employee, Russell
Hamilton. While Mr. Hamilton is not an executive officer of the Company, his compensation exceeds $120,000 per year. Accordingly, Mr. Hamilton is both a
Related Party and his employment is a Related Party Transaction for purposes of the Company's Policy. On October 14, 2008, the audit and risk committee of
our Board reviewed the circumstances surrounding Mr. Hamilton's employment and his relationship to Ms. Cranston and determined that they are not
material. Accordingly, the audit and risk committee approved Mr. Hamilton's continued employment and each component of his compensation, including any
pay increases and promotions that may be provided to him in future in accordance with the Company's standard compensation policies and practices for
similarly situated employees.
Director Independence
Pursuant to the corporate governance listing standards of the NYSE, a majority of our board of directors (and each member of the audit and risk,
compensation and nominating and corporate governance committees) must be independent. Our board of directors adopted director independence standards,
which are contained in our Corporate Governance Guidelines, to assist in its determination of director independence. No director will qualify as "independent"
unless our board of directors affirmatively determines that the director has no material relationship with the Company (either directly or as a partner,
stockholder or officer of an organization that has a material relationship with the Company). Material relationships can include commercial, industrial,
banking, consulting, legal, accounting, charitable and familial relationships (among others).
In accordance with the NYSE Listed Company Manual and our certificate of incorporation, our board of directors established the following guidelines
to assist in determining director "independence":
Subject to the NYSE Listed Company Manual, including the Commentary thereto (and any exceptions stated therein), a director will not be independent
if: (i) the director is, or has been within the
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