Visa 2008 Annual Report Download - page 245

Table of Contents
governance committee reviewed the circumstances surrounding Mr. Hamilton's employment and his relationship to Ms. Cranston and concluded
that they are not material. Accordingly, the audit and risk committee approved Mr. Hamilton's continued employment and compensation, and the
nominating and corporate governance committee determined that the relationship would not impede the exercise of independent judgment by Ms.
Cranston.
ITEM 14. Principal Accountant Fees and Services
The following table sets forth the aggregate fees billed to Visa Inc. for fiscal year 2008 and to Visa U.S.A., Visa International and Visa Canada for
fiscal 2007 by KPMG LLP:
Fiscal
2008 2007
(in thousands)
Audit fees(1) $ 10,119 $ 9,615
Audit-related fees(2) 2,291 1,916
Tax fees(3) 358 5,890
All other fees(4) — 397
Total $ 12,768 $ 17,818
(1) Represents aggregate fees billed for professional services rendered in connection with annual financial statement audits, audits of our internal control
over financial reporting and for services related to local statutory audits. Audit fees in fiscal 2008 include services rendered in connection with IPO
related activities, and audit fees in both fiscal 2008 and 2007 include services rendered in connection with our October 2007 reorganization and SEC
registration matters.
(2) Represents aggregate fees billed for assurance and related audit services (but not included in the audit fees set forth above). The assurance and related
audit services included employee benefit plan audits, review of internal control for selected information systems and business units (SAS 70 audits),
and services related to web trust certifications. A portion of audit-related fees in fiscal 2008 and 2007 relate to our October 2007 reorganization and
subsequent true-up, or ownership allocation activities per our restructuring agreement.
(3) Represents aggregate fees billed for tax services in connection with the preparation of tax returns, other tax compliance services, tax planning and
expatriate tax services. Tax fees in fiscal 2007 also include fees related to Visa U.S.A.'s and Visa International's California Mutual Trading status.
(4) In fiscal 2007, all other fees represent fees for finance advisory services in connection with the re-organization.
Prior to October 2007 Reorganization
Prior to our October 2007 reorganization the provision of services by KPMG LLP was overseen by the separate audit committees of Visa U.S.A., Visa
International and Visa Canada.
The audit and risk committee of the board of directors of Visa U.S.A. limited the services provided by KPMG LLP to the provision of audit services,
SAS 70 services, tax compliance and accounting advice up to pre-approved limits. Proposed services by KPMG LLP exceeding any pre-approved project
scope, terms or cost required specific pre-approval by the audit and risk committee.
The audit, risk and finance committee of the board of directors of Visa International established a policy requiring the pre-approval of all audit, audit-
related and permissible non-audit services provided by KPMG LLP. The audit, risk and finance committee considered and, if appropriate, pre-approved
annually the engagement of the independent auditor to perform audit and permissible non-audit services of a recurring nature and that were allowable based
on the policy. The audit, risk and finance
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