Visa 2008 Annual Report Download - page 244

Table of Contents
such person's home. When applying the look-back provisions described above, the company need not consider individuals who are no longer immediate
family members as a result of legal separation or divorce, or those who have died or become incapacitated.
Our nominating and corporate governance committee and our board of directors has determined that Thomas Campbell, Gary Coughlan, Mary B.
Cranston, Francisco Javier Fernandez-Carbajal, Suzanne Nora Johnson, Robert W. Matschullat, Cathy Elizabeth Minehan, David J. Pang, William Shanahan
and John A. Swainson qualify as independent directors within the meaning of Section 303A.02 of the NYSE Listed Company Manual and under the
independence requirements adopted by our board of directors as set forth above. In the course of its determination regarding the independence of each non-
management director, our board of directors considered any transactions, relationships and arrangements as required by Section 303A.02 of the NYSE Listed
Company Manual and under the independence requirements adopted by our board of directors as set forth above.
In connection with making its director independence determinations, the nominating and corporate governance committee and our board of directors
considered certain financial services, commercial, familial and other relationships between each director and his or her immediate family members or
affiliated entities, on the one hand, and Visa and its subsidiaries, on the other hand. The nominating and corporate governance committee and our board of
directors specifically considered the following relationships, each of which satisfied the NYSE "bright line" independence standards and were consistent with
the independence requirements set forth in our certificate of incorporation:
• Mr. Swainson is President and CEO of CA, Inc. (CA), an information technology company that provides certain software products and related
services to Visa in the ordinary course of business. Visa's relationship with CA predated Mr. Swainson's election to the board, and he has played
no role in the dealings of CA with Visa. The nominating and corporate governance committee and our board of directors concluded that the
services provided by CA to Visa are on commercially reasonable terms and would not impede the exercise of independent judgment by Mr.
Swainson.
• Ms. Johnson is a member of the board of directors of American International Group, Inc. (AIG), a holding company which, through its
subsidiaries, provides insurance products to Visa, issues Visa cards and uses the Visa network to process Visa card payments, all in the ordinary
course of business. In addition, prior to January 15, 2007, Ms. Johnson served as an executive officer of the Goldman Sachs Group, Inc., a
financial services company which, through its affiliate, provides investment banking and certain related financial services to Visa in the ordinary
course of business. Visa's relationship with AIG and Goldman Sachs predated Ms. Johnson's election to the board, and she has played no role in
the dealings of either company with Visa. The nominating and corporate governance committee and our board of directors concluded that the
services to be provided by AIG and Goldman Sachs to Visa are on commercially reasonable terms and that neither relationship would impede the
exercise of independent judgment by Ms. Johnson.
• Ms. Minehan's spouse holds a senior management position as a managing director of the Goldman Sachs Group, Inc., a financial services
company which, through its affiliate, provides investment banking and certain related financial services to Visa in the ordinary course of
business. Visa's relationship with Goldman Sachs predated Ms. Minehan's election to the board, and neither she nor her husband has played a role
in the dealings of Goldman Sachs with Visa. The nominating and corporate governance committee and our board of directors concluded that the
services to be provided by Goldman Sachs to the Company are on commercially reasonable terms and would not impede the exercise of
independent judgment by Ms. Minehan.
• Ms. Cranston's daughter married a Visa employee, Russell Hamilton, who is not an executive officer of the Company. Both the audit and risk
committee and nominating and corporate
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