Visa 2008 Annual Report Download - page 326

create conflicts of interest. The Corporation is prohibited under the Sarbanes-Oxley Act of 2002 from extending or arranging credit in the form of a personal
loan to directors and executive officers, subject to certain limited exceptions.
Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with your manager or the Company's Legal Department or
consult the procedures described in Section 17 of this Code.
3. Insider Trading
In the United States and many other countries, securities laws prohibit certain purchases or sales of the Company's securities by persons who are aware of
material information about the Company that is not generally known by or available to the public. These laws also prohibit persons who are aware of such
material, nonpublic information from disclosing this information to others who may trade. The Company and its directors, officers and other supervisory
personnel may also be subject to liability if they fail to take reasonable steps to prevent insider trading by the Company's personnel.
4. Corporate Opportunities
Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises. Directors, officers and
employees are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or
position without the consent of the Board of Directors. No employee may use corporate property, information, or position for personal gain, and no employee
may compete with the Company directly or indirectly.
5. Fair Dealing
We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal
business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such
disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the
Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage
with customers. No business gift or entertainment should ever be offered, given, provided or accepted by any director, officer or employee, family member of
a director, officer or employee or agent unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is objectively not excessive in
value, (4) cannot be construed as a bribe, a payoff, or as otherwise intended to inappropriately influence a business decision, and (5) does not violate any laws
or regulations. Please discuss with your manager any business entertainment or gifts which you are not certain are appropriate.
2