Governance and Ethics
Visa upholds the highest standards of professional and personal conduct and acts with openness and transparency. These principles are critical to earning and retaining the trust of our financial institution clients, merchants and cardholders. Visa is committed to strong and effective corporate governance, and we regularly monitor our corporate governance policies and practices to ensure we meet or exceed the requirements of applicable laws, regulations and rules, the NYSE's listing standards, and the expectations of our investors. Visa's corporate governance framework is exemplified by a board of directors comprised almost exclusively of independent directors (with the exception of the chairman), each of whom is elected annually by a majority vote of our shareholders; an independent lead director whose duties and responsibilities are set forth in our Bylaws; the charters of the board's committees, which clearly establish the roles and responsibilities of each of the committees; our Corporate Governance Guidelines, and other key policies and practices of our board.
Visa also has adopted a comprehensive Code of Business Conduct and Ethics, which serves as the foundation for how we conduct everyday business activities around the world. The code, available online, applies to all directors, officers, employees, and contingent staff and covers a wide range of business practices and standards. The Code requires personnel to engage in honest and ethical conduct in performing their duties, sets forth guidelines for the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and provides a mechanism for anyone inside or outside the company to report a suspected violation of the Code.