Visa 2008 Annual Report Download - page 243

Table of Contents
last three years, employed by the Company, or an immediate family member of the director is, or has been within the last three years, employed by the
Company as an executive officer; (ii) the director or an immediate family member of the director has received, during any twelve month period within the last
three years, more than $100,000 in direct compensation from the Company, other than director and committee fees and pension or other forms of deferred
compensation for prior service (provided that such compensation is not contingent in any way on continued service); (iii) (a) the director or an immediate
family member is a current partner of a firm that is the Company's internal or external auditor, (b) the director is a current employee of such a firm, (c) the
director has an immediate family member who is a current employee of such a firm and who participates in the firm's audit, assurance or tax compliance (but
not tax planning) practice or (d) the director or an immediate family member was within the last three years (but is no longer) a partner or employee of such a
firm and personally worked on the Company's audit within that time; (iv) the director or an immediate family member of the director is, or has been within the
last three years, employed as an executive officer of another company where any of the Company's present executives at the same time serves or served on
that company's compensation committee; or (v) the director is a current employee, or an immediate family member of the director is a current executive
officer, of another company that has made payments to, or receives payments from the Company for property or services in an amount which, in any of the
last three fiscal years, exceeds the greater of $1,000,000 or two percent (2%) of such other company's consolidated gross revenues.
The following commercial or charitable relationships will not be considered to be material relationships that would impair a director's independence: (i)
relationships involving the provision of products or services either by or to the Company or its subsidiaries or affiliates and involving a director, his or her
immediate family members, or a company or charitable organization of which the director or an immediate family member is (or at the time of the transaction,
was) a partner, stockholder, officer, employee or director so long as the following conditions are satisfied: the products and services are being provided in the
ordinary course of business and on substantially the same terms and conditions, including price, as would be available to similarly situated customers; and the
payments to, or payments from, the company for such products or services do not, in any single fiscal year, equal or exceed the greater of $1,000,000 or two
percent (2%) of the consolidated gross revenues of such other company or charitable organization; (ii) if a director is a former director, officer or employee of
another company that is or was a member of Visa International Service Association, Visa U.S.A. Inc., Visa Europe Limited, Visa Canada Association or was
otherwise a participant in the Visa payments system, and such director has been retired from, or otherwise terminated, such director, officer or employment
position for a period of at least two (2) years and has no other material relationship with such other company (other than the receipt of pension or other
customary retirement benefits or deferred compensation for prior service); (iii) if a director beneficially owns, or is an employee of another company that
beneficially owns, less than 10% of the Company's common equity; (iv) if a director is an executive officer or an employee of another company to which the
Company is indebted, and the total amount of interest and other fees payable to such other company do not equal or exceed the greater of $1,000,000 or two
percent (2%) of the consolidated gross revenues of such other company; and (v) if a director serves as an officer, director or trustee of a charitable
organization, and the Company's discretionary charitable contributions to the organization are less than the greater of $1,000,000 and two percent (2%) of that
organization's consolidated gross revenue. Our board of directors will annually review all commercial, charitable and other relationships of the directors.
A director will not be independent if the director does not meet the definition of "Independent Director" as set forth in Section 11.2 of our certificate of
incorporation.
For the purpose of applying these director independence standards, an "immediate family member" includes a person's spouse, parents, children,
siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and anyone (other than domestic employees) who shares
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