Visa Inc

Visa believes in the importance of strong layers of governance to ensure proper guidance and oversight across our approach to Corporate Responsibility and Sustainability (CR&S). We manage these activities at a functional level across our strategic and operational areas, with executive and Board oversight. Visa's Vice Chair, Chief People and Corporate Affairs Officer, leads the coordination of oversight and development of our global CR&S efforts. At the management level, a cross-functional group of more than a dozen senior leaders contributes to coordinating our CR&S strategy and reporting efforts. At the Board level, the Nominating and Corporate Governance Committee has formal responsibility to oversee and review our management of CR&S matters, overall CR&S strategy, stakeholder engagement, formal reporting and policies and programs in specific areas, including environmental sustainability, climate change, human rights, political contributions and lobbying activities and expenditures, social impact and philanthropy. For more on the responsibilities of the Nominating and Corporate Governance Committee, please refer to the Committee Charter.

At Visa, ESG activities are managed at a functional level across our strategic and operational areas, with executive and Board oversight. At the management level, Visa's Corporate Responsibility and Sustainability Leadership Council has served as the central coordinating body facilitating our ESG strategy and reporting efforts. The Leadership Council has included cross-functional representation from more than a dozen senior leaders. At the Board level, the Nominating and Corporate Governance Committee of the Board has formal responsibility for and oversight of ESG policies, programs and reporting. In 2020, the Nominating and Governance Committee Charter was updated to reflect more comprehensively its ESG oversight responsibilities: "Oversee and review the Company's management of topics relating to environmental, social and governance matters ("ESG"), including overall ESG strategy; stakeholder engagement and formal reporting; policies and programs in environmental sustainability, climate change, human rights, political activities and expenditures, and social impact and philanthropy." [...] Publishing our annual Visa Inc. Corporate Political Contributions Report, including our listing of all U.S. trade associations to which Visa pays annual membership dues that are $25,000 or more, and, if applicable, the portion of dues that we use for political contributions, as well as any corporate state-level contributions. [...] In the United States, disclosing all contributions made by Visa's Political Action Committee (PAC), in accordance with the requirements of the Federal Election Commission.

Visa's Chief Sustainability Officer is responsible for leading the coordination of oversight and development of our global ESG efforts. At the management level, a cross-functional group of more than a dozen senior leaders contributes to coordinating our ESG strategy and reporting efforts. At the Board level, the Nominating and Corporate Governance Committee has formal responsibility to oversee and review our management of ESG matters, overall ESG strategy, stakeholder engagement, formal reporting, and policies and programs in specific areas, including environmental sustainability, climate change, human rights, political activities and expenditures, social impact and philanthropy. For more on the responsibilities of the Nominating and Corporate Governance Committee, [please refer to the Committee Charter.](https://s1.q4cdn.com/050606653/files/doc_downloads/corporate%20governance/2022/10/Nominating-and-Corporate-Governance-Committee-Charter-Final-(07.19.22).pdf) In 2022, the Board, in full and in individual committees, discussed a range of ESG topics, including, but not limited to, human capital management, inclusion and diversity, climate change, political engagement and contributions, technology, cybersecurity and data privacy. [...] Visa is committed to transparency around our political involvement. We publish an annual Visa Inc. Corporate Political Contributions Report, which includes a listing of all U.S. trade associations to which Visa pays annual membership dues that are $25,000 or more, and, if applicable, the portion of dues that were used for political expenditures. In the U.S., we disclose contributions made by Visa's Political Action Committee (PAC) in accordance with the requirements of the Federal Election Commission. [In 2023, Visa updated and published our global Political Participation, Lobbying and Contributions Policy](https://usa.visa.com/content/dam/VCOM/regional/na/us/about-visa/documents/pplc-policy.pdf) (Policy). The Policy aims to: Promote ethical and transparent political engagement by Visa. Ensure that Visa's political spending enhances shareholder value. Facilitate Visa's compliance with applicable laws and reporting requirements addressing political activity. Align Visa's government engagement activities in support of Visa's corporate purpose to uplift everyone, everywhere by being the best way to pay and be paid.

The Nominating and Corporate Governance Committee ("the Committee") of the Visa Board of Directors has adopted this Policy to (a) promote ethical and transparent political engagement by the Company, (b) ensure that the Company's political spending enhances shareholder value, (c) align government engagement activities with Visa's corporate purpose to uplift everyone, everywhere by being the best way to pay and be paid, and (d) facilitate the Company's compliance with applicable law. [...] The Board of Directors of Visa, acting through the Committee, is responsible for overseeing the Company's lobbying activities and political contributions as set forth in this Policy. [...] Government Engagement is responsible for implementing the Policy, developing and maintaining procedures to support the Policy, monitoring the operation and effectiveness of the Policy, and ensuring that Company directors, officers and employees receive adequate communication and training regarding the Policy. [...] Government Engagement must, in respect of any country: - Pre-approve the Company's retention of outside lobbyists and any other agencies or consultancies retained to provide advice related to Visa's interaction with government (e.g., national, federal, state, regional, provincial, municipal, local) officials and regulators, or otherwise facilitate interaction with such officials and regulators; - Supervise the Company's attempts to influence government actions, whether through legislative, executive, or administrative action; - Be informed of meetings with a government official where policy or regulatory matters are likely to be discussed and provide pre-clearance for non-Government Engagement personnel for engaging government officials or politicians in relation to issues that relate to laws, government policies, regulations, other government action, or the generation of goodwill with officials (other than routine meetings with clients that do not involve policy discussions, such as client meetings with a state-owned issuing bank, or engagements involving card crime, payment system security, routine supervision, or other law enforcement matters); and - Oversee the Company's compliance with applicable registration, reporting and other laws governing lobbying activity, together with legal counsel. [...] Government Engagement also will prepare and present to the Committee an annual report regarding the Company's lobbying and advocacy related expenditures, which will also include information regarding any memberships in and payments to tax-exempt organizations that write and endorse model legislation. [...] Management reviews the continued appropriateness of maintaining these memberships at least annually, including by taking into consideration the public positions on differing policy issues taken by these associations and their membership. [...] Government Engagement will publicly disclose a list of names and the aggregate amount of lobbying expenditures for U.S. trade associations of which the Company is a member and whose annual membership dues are $25,000 or more. If we are advised that any portion of our dues were used for political contributions, we will disclose such amounts in the Annual Political Engagement Report. [...] The Committee will review this Policy annually. In addition, the Policy may be subject to periodic compliance validation and/or Internal Audit review to determine the effectiveness of the implementation and on-going compliance with the Policy. Findings and mitigation strategies may be reviewed with appropriate stakeholders. Significant exceptions may be reported to the Committee.

Oversight, Accountability, and Visa Inc. Political Participation, Lobbying and Contributions Policy : The Board of Directors of Visa Inc., acting through the Nominating and Corporate Governance Committee ("Committee"), is responsible for overseeing our political compliance program, as well as lobbying activities and corporate political contributions. Our Global Government Engagement Department manages Visa's political engagement and is responsible for implementing the Political Participation, Lobbying, and Contributions (PPLC) Policy, which is overseen by the Committee and was established to: * promote ethical and transparent political engagement by Visa, * ensure that our political spending enhances shareholder value, * facilitate our compliance with applicable laws and reporting requirements, and, * align our government engagement activities in support of Visa's corporate purpose to uplift everyone, everywhere by being the best way to pay and be paid. **Under the Policy:** * The Nominating and Corporate Governance Committee must pre-approve the use of corporate funds for political contributions, including contributions made to individual candidates, trade associations to support targeted political campaigns, contributions to tax exempt organizations for political activities, contributions to organizations registered under Section 527 of the U.S. federal tax code to support political activities, and contributions to sponsor political parties and business forums. * Visa's Global Government Engagement Department must prepare and present to the Committee an annual report itemizing our corporate political contributions and disclose that report on our website. As part of Visa's Annual Political Engagement Report, the company will provide a list of the names of all U.S. trade associations to which Visa pays annual membership dues that are $25,000 or more, and if applicable, we will disclose the portion of such dues that are used for political contributions, as well as Corporate Political Contributions and Visa PAC Contributions. Links to our current and historical Annual Political Engagement reports are included in the following section. * Visa's Global Government Engagement Department must also prepare and present to the Committee an annual report itemizing our lobbying expenditures, which must include information regarding our memberships in and payments to trade associations and industry groups for lobbying purposes, and tax-exempt organizations that write and endorse model legislation. This report is not published; however, we also file quarterly reports disclosing our U.S. federal lobbying activities with the Office of the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate. A list of our memberships in tax exempt organizations that write and endorse model legislation is available under the Lobbying section below. * Directors and employees are prohibited from using company resources to promote their personal political views, causes or candidates, and the company will not directly or indirectly reimburse any personal political contributions or expenses. Consistent with applicable law, Visa will not take any adverse employment action against an employee on the basis of his or her personal political affiliation or lawful political activity. * Directors and employees may not lobby government officials on the company's behalf absent the pre-approval of our Global Government Engagement Department. As such, our lobbying and political spending seek to promote the interests of the company and its stockholders and advancing our corporate purpose, and not the personal political preferences of our directors or employees. [...] Lobbying : We endeavor to maintain a healthy and transparent relationship with governments around the world by communicating our views and concerns to elected officials and policymakers. As an industry leader, we encounter challenges and opportunities on a wide range of policy matters at the federal, state, and local levels in the United States, as well as internationally. Visa seeks to advance policies in alignment with our corporate purpose and that expand the use of and access to electronic payments. We devote political resources to many issues that impact the payment industry, including: electronic payments, technological and payments innovation, cybersecurity, digital services, artificial intelligence (AI), data and privacy, digital public infrastructure, financial inclusion, international tax, cross-border commerce, and market access, among others. In addition, Visa advocates on matters related to small business, financial literacy and education, consumer protection, and workforce protection. We engage lobbyists and partner with trade associations and other organizations to assist us in responding to these challenges and opportunities, by: * providing access to policymakers, political intelligence, and policy analysis; * monitoring legislation; * providing a forum for discussing important industry issues and advocating for common business interests; * helping ensure that we have a voice in the policy-making process, particularly on matters receiving significant support from opposing parties; and * advancing our global lobbying and advocacy strategies. Our Global Government Engagement Department must pre-approve these engagements and lobbying activities and regularly reviews them to ensure activities serve our business interests and objectives. In addition, our Global Government Engagement Department annually prepares and presents to the Nominating and Corporate Governance Committee a report regarding the company's lobbying expenditures, which includes information regarding our memberships in and payments to trade associations and industry groups for lobbying purposes, and tax-exempt organizations that write and endorse model legislation. While we do not publish this report, we do file quarterly reports regarding our U.S. federal lobbying activities and expenditures with the Office of the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate, as required by the Lobbying Disclosure Act of 1995 and the Honest Leadership and Open Government Act of 2008. These reports are available by searching for "Visa" as a "Registrant" on the U.S. Senate's website.

The Nominating and Corporate Governance Committee of our Board meets at least quarterly and has formal responsibility overseeing and reviewing Visa's management of topics related to environmental, social and governance (ESG) matters. This includes overall ESG strategy, stakeholder engagement and formal reporting, as well as policies and programs in environmental sustainability and climate change. The committee is also tasked with managing the risks and opportunities that arise from environmental issues, and as such, receive updates on internal and external sustainability developments. They also review Visa's progress on corporate responsibility and our key issues, including the reduction of GHG emissions and renewable energy procurement. Specific to climate change, the Nominating and Corporate Governance committee's review of climate performance in 2022 included receiving and reviewing quarterly ESG updates from our Chief Sustainability Officer (CSO). These updates cover Visa's internal ESG initiatives, including our climate-related targets and future ESG and climate outlook. The Committee also reviews regulatory and external ESG developments including increasing focus from investors, regulators and third parties on climate risk and Visa's preparedness to meet these requirements. A specific climate-related decision made by the Nominating and Corporate Governance Committee includes their review and support of Visa's set of corporate climate goals: maintain carbon neutral operations, achieve net-zero emissions by 2040, ongoing climate positive company aspiration and our setting of a science-based target in line with a 1.5 degree Celsius trajectory (which was formally approved by the SBTi during our 2022).

Describe the process(es) your organization has in place to ensure that your engagement activities are consistent with your overall climate change strategy[…]Our ESG and Sustainability function coordinates our positions by engaging with internal teams on developing and communicating the overall climate change strategy.

Through our regularly scheduled meetings with the Environmental Working Group, as well as a cross-function sustainability group, there is SVP, VP and Senior Director level representation from key functions including government engagement, risk, legal and operations.

These groups meet to review, revise and implement our environmental strategy, including climate-related issues as a part of the greater ESG and Sustainability Strategy. Through their leadership and engagement, we discuss climate issues and align activities across business divisions and geographies with the broader environmental strategy.