Communication with the Board of Directors

It is the policy of Visa Inc. to facilitate communications by stockholders and other interested parties with the Board of Directors. Stockholders and other interested parties may send communications in writing to any or all members of the Board (including the Chairman, or the non-management directors, either individually or as a group) by mail or electronically. All such correspondence can be sent to the director(s) by e-mail or by mail c/o the Chairman, CEO, General Counsel or Corporate Secretary, P.O. Box 8999, San Francisco, CA 94128. Communications that meet the procedural and substantive requirements of the process approved by the Board of Directors will be delivered to the specified member of the Board, non-management directors as a group or all members of the Board, as applicable, on a periodic basis, which generally will be in advance of or at each regularly scheduled meeting of the Board. Communications of a more urgent nature will be referred to the General Counsel, the Corporate Secretary, or their delegates, who will determine whether it should be delivered more promptly. All communications must be in English and be accompanied by the address, telephone number and e-mail address, if any, of the person submitting the communication. Any personal involvement or other interest of the person in the matter must be addressed in the communication. In addition, interested parties who are not security holders must state their relationship, if any, with Visa Inc.

Communications that are not appropriate for delivery to the Board of Directors will not be delivered, including:

  • communications that do not conform to the above procedural requirements;
  • communications regarding individual grievances or other interests that are personal to the party submitting the communication and could not reasonably be construed to be of concern to security holders or other constituencies of Visa Inc. generally;
  • communications that advocate Visa Inc.'s engaging in illegal activities;
  • communications that, under community standards, contain offensive, scurrilous or abusive content;
  • communications that are not related to the duties and responsibilities of the Board, including, but not limited to, junk mail and mass mailings, business solicitations, new product or service suggestions, and opinion survey polls; and
  • communications that have no rational relevance to the business or operations of Visa Inc.

Communications that constitute a "stockholder proposal" will be addressed pursuant to the procedures set forth in Rule 14a-8 under the Securities Exchange Act of 1934 and/or under Visa Inc.'s Certificate of Incorporation or Bylaws, and must comply with the procedures set forth in Rule 14a-8 and our organizational documents.

In addition, communications involving (1) accounting, internal accounting controls and auditing matters, (2) possible violations of, or non-compliance with, applicable legal and regulatory requirements, (3) possible violations of Visa Inc.'s Code of Business Conduct and Ethics or Code of Ethics for Senior Financial Officers, or (4) retaliatory acts against anyone who makes such a complaint or assists in the investigation of such a complaint, may be made via email to businessconduct@visa.com, through Visa Inc.'s Confidential Compliance Hotline (1-888-289-9322), through the Confidential Online Compliance Hotline at https://visa.alertline.com, or by mail at the following address:

Visa Inc. 
Business Conduct Office
PO Box 8999
San Francisco, CA 94128

If you are calling from outside of the United States, you may use AT&T International Toll-Free Dialing codes (http://www.usa.att.com/traveler/access_numbers/index.jsp). Identify your local toll-free number by selecting the country from which you are calling, dial that toll-free number first, and then dial the Confidential Compliance Hotline number provided above. All such communications will be handled in accordance with Visa Inc.'s Whistleblower Policy.

Visa Inc.'s acceptance and forwarding of communications to any director does not imply that the director owes or assumes any fiduciary duty to the person submitting the communication. The duties of the directors are only those prescribed by applicable law.

 
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