Visa Inc. Anti-Bribery Policy

1.0 Purpose

Visa Inc. adopted this Anti-Bribery Policy (the “Policy”) to comply with the requirements and restrictions of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and other applicable anti-bribery laws worldwide.

2.0 Scope

The Policy applies to all directors, officers, employees, and contingent workers (“Visa staff”) of Visa Inc. and its subsidiaries (“Visa” or the “Company”).  This Policy must be read in conjunction with other Company policies, procedures and guidelines, including the Code of Business Conduct and Ethics and the Travel and Expense and Purchasing Card Program Policy. However, to the extent that this Policy is more restrictive, it supersedes the Company’s other applicable policies and procedures (including gifts, meals, or entertainment). This Policy may be translated into other languages, and if so translated, the English language version shall take precedence.

The regional Ethics and Compliance and Legal Departments may develop geographic-specific or country-specific expenditure thresholds over which pre-approval procedures are required. The regional Ethics and Compliance and Legal Departments are able to answer questions about this Policy and provide guidance about any market-specific procedures.

3.0 Policy Statement

The Company is committed to winning business through fair and honest competition in the marketplace. Compliance with this Anti-Bribery Policy and the Anti-Bribery Policy Guidelines (Appendix A) are the responsibility of everyone at the Company. The Board of Directors and its Audit and Risk Committee, the Chief Executive Officer, senior management, and the Chief Ethics and Compliance Officer are all specifically tasked with ensuring that the Company meets the highest legal and ethical standards in its business dealings. Visa will abide by the letter and spirit of applicable anti-bribery laws in conducting its business.  Promising, authorizing, offering, giving, accepting, or soliciting, directly or indirectly, anything of value, or any improper advantage, to anyone, with the intention or appearance of improperly influencing his or her decisions or conduct, or as a reward for improper performance, is strictly prohibited.

The Company is committed to complying with its obligations under anti-bribery laws. As a U.S. corporation traded on the New York Stock Exchange, the Company is subject to the U.S. Foreign Corrupt Practices Act (FCPA). The FCPA is a law with criminal provisions that prohibits promising, authorizing, offering or giving anything of value, directly or indirectly, to non-U.S. government officials (a broad term that includes employees at all levels of non-U.S. governments, as well as employees of state-owned or state-controlled commercial enterprises, such as a state-owned financial institution, and non-U.S. political candidates, political parties, or party officials, and public international organizations) to influence any act or decision of a non-U.S. official in his or her official capacity. The FCPA applies to the conduct of the Company and Visa staff worldwide. The Company is also subject to a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer, or delivery of a gift, favor, or other gratuity to a government official or employee of the U.S. government in violation of these rules could not only violate Company policy, but could also be a criminal offense.

The Company and Visa staff must also comply with the U.K. Bribery Act 2010 (“Bribery Act”). The Bribery Act prohibits both bribes to government officials and commercial bribery. The Bribery Act makes it a criminal offense to offer, promise or give a bribe (which for the purposes of this Anti-Bribery Policy means a financial or other advantage); to request, agree to receive or to accept a bribe; or to bribe a foreign public official. The Company may also be held vicariously liable for failing to prevent bribery undertaken on its behalf and is obligated to implement adequate procedures to prevent bribery by those performing services for or on behalf of the Company, including services provided by subsidiaries.

In addition to the FCPA and the Bribery Act, the Company may be subject to other anti-bribery laws around the world.  

It is strictly prohibited to give or offer anything of value to a Government Official or Covered Government Official (as defined in Appendix A) of any country in violation of anti-bribery law, or to make illegal payments to third parties while knowing or having reason to know that any portion will be offered, given, or promised to such an official. Facilitation payments – payments to expedite or secure the performance of a routine government action – are also prohibited.

Finally, many anti-bribery laws also prohibit promising, offering or paying bribes or kickbacks to private parties. This Policy prohibits promising, authorizing, offering, giving, accepting, or soliciting anything of value or any other advantage to any third party—including a client, potential client, vendor, or other business partner—with the intention of or giving the appearance of improperly influencing or rewarding the recipient’s business decisions.

4.0 Accountability

4.1 Policy and Program Owner

The Chief Ethics and Compliance Officer is the Policy and Program Owner and will administer the Policy and develop a policy framework that includes procedures, tools, communication, and training to implement this Policy and achieve its objectives. Global Ethics and Compliance shall provide oversight of the annual training on the Policy that is provided to relevant Visa staff.

4.2 Executive Sponsor

The Policy Executive Sponsor is the General Counsel.

4.3 Policy Oversight

The Corporate Risk Committee (CRC) shall provide governance oversight for this Policy via periodic updates by Global Ethics and Compliance.  

4.4 Exceptions

Exceptions to this Policy must be approved in advance by the Policy Owner, Policy Legal Advisor, and the CRC. The Policy Owner will track any exceptions or waivers from the Policy.

5.0 Investigating Violations

The Company will investigate all reports received about any violation or suspected violation of this Policy and will not tolerate any kind of retaliation for reports or complaints made in good faith. The Visa Code of Business Conduct and Ethics protects all those who make a report or complaint, and Visa staff are expected to cooperate in internal investigations of misconduct.

Any conduct that is contrary to this Policy, the Company’s Code of Business Conduct and Ethics, or applicable law can lead to disciplinary action up to and including termination, subject to local legal requirements.

6.0 Policy Review

The Policy Owner is responsible for reviewing the Policy at least annually to confirm that it remains relevant and is effective in meeting the stated business objectives, and recommending updates as needed to the CRC.

7.0 Validation of Policy Compliance

This Policy and its procedures are subject to periodic Global Ethics and 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. Material findings shall be reported to the CRC and/or the Board of Directors or its delegated committee(s), as appropriate.

8.0 Related Documents

• Code of Business Conduct and Ethics
• Anti-Bribery Policy Guidelines