Visa USA To Transform Board of Directors
Visa USA announced this morning plans to change the composition of its board of directors by having a majority of the board made up of independent directors. Of 17 Visa USA board seats, eight will be held by independent directors, seven by financial institution directors, and two non-voting Visa management directors. Visa said the change requires member approval and is expected to take nine to twelve months to implement.
"In light of the dynamic changes taking place in the payments industry, the Visa USA board of directors and Visa's management team believe the time is right to add independent directors to the board," said John Philip Coghlan, President and CEO of Visa USA.
"Visa and our stakeholders will benefit from the wider range of talent and diverse experience that independent directors will bring to the boardroom as they help shape the association's growth strategies. Independent directors will generate added confidence in the organization's decision-making and will ultimately strengthen Visa's position with regard to legal issues concerning the impartiality and autonomy of directors.
The full board will continue to govern business matters including operating regulations and rules, brand management and strategic planning. The independent directors will oversee core economic decisions such as pricing, Member transaction processing and service fees and economic relationships. Financial institution members will retain responsibility for control and disposition of assets, membership eligibility requirements and corporate governance."These voluntary changes reflect Visa's commitment to the highest standards of corporate governance, accountability and performance," added John Stumpf, Chairman of the Visa USA board of directors and President and Chief Operating Officer of Wells Fargo & Company. "We are fortunate that Visa's strong competitive position allows us to evaluate a range of options that take into account the interests of Visa's nearly 14,000 Member financial institutions and other critical stakeholders in our payment system.
"For 35 years, the partnership between Visa and its Members has been the foundation of shared success," added Coghlan. "Together, Visa and its Members have built the world's leading acceptance brand, and in the process, reshaped the industry by delivering breakthrough products and innovative payment processing and risk management technologies. Enhancing our governance helps ensure that Visa is poised to support Members as they address the evolving needs of cardholders and merchants."
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