Corporate Governance Awards 2016: Governance team of the year (large cap) - Visa

Feb 06, 2017
<p>A &lsquo;Herculean effort&rsquo;&nbsp;</p>

‘On the way to the awards I had a reflective moment,’ says Tracey Heaton, senior vice president and chief corporate counsel at Visa. ‘We have a team that is predominantly brand new with a CEO who is also new. The amount of complexity and urgency thrown at this team was enormous and, in the face of that, it continually took on more and hit it out of the park.’

In the last year, Visa’s governance team negotiated and closed the $20 billion cash and stock purchase of Visa Europe (the largest acquisition in the firm’s history), helped to form Visa Europe’s subsidiary board, revised many internal corporate governance policies and procedures, and contributed to a redraft of the company’s code of conduct and its first ever corporate responsibility report.

The acquisition of Visa Europe was undoubtedly the biggest initiative for Visa’s governance team. Heaton says it required a ‘Herculean effort’ to get the board to a point where it felt comfortable with the deal and confident it would drive sufficient shareholder value.

Even after the deal was finalized, Visa’s governance team had a lot of work to do. Visa Europe was a member-owned association subject to regulation by the Bank of England, so Visa needed to ensure a level of independence and autonomy for Visa Europe’s subsidiary board, while also integrating it into the global business.

‘We had to work through the appropriate level of governance and regulatory expectation, while also recognizing that this is a wholly owned subsidiary of a global multinational body that is a public firm,’ Heaton says.

Once the subsidiary board was formed, Heaton’s team worked with Visa Europe’s board and senior management to get them acclimatized to their new corporate setting.

‘In the association model, the board is much more involved in the day-to-day management than a typical company,’ Heaton notes. ‘We’ve had to empower management to take on more responsibility and transition it to more of an advisory role.’

Visa’s growing global footprint and employee base following the acquisition precipitated a review of many governance documents and policies.

The team started with the code of conduct, as Doug Stewart, vice president of securities and assistant secretary, explains: ‘The philosophy was to have the highest level of principles, beyond what the law requires in many jurisdictions. We wanted it to be consistent across markets so we made it principles-based.’

Stewart was also influential in the redesigned print proxy statement and Visa’s first online interactive proxy. ‘The proxy is a great opportunity to tell your story,’ he says. ‘We got lots of positive feedback for the interactive proxy in shareholder meetings. It saved people time and effort, sparing them from wading through the required legal information.’

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