Corporate governance team of the year (large cap): Visa.
Doing more with less is a mantra that many companies espouse, but to effectively execute such a strategy, you need an efficient, hard-working and well-skilled team. Visa, the credit card and payments technology giant, has a small governance team that may have done more with fewer people than anyone else last year. The team’s efforts were impressive enough to win Visa the award for corporate governance team of the year (large cap).
Ariela St Pierre, head of global governance and corporate secretary, and Christine Liliquist, senior governance counsel and assistant secretary, lead a seven-member governance team that supports the board of directors, the global human resources group and Visa’s many entities worldwide. In spite of its tremendous name recognition, Visa is still relatively new to the realities of governance for public companies, having only completed its IPO in 2008.
The company’s strong commitment to improving its corporate governance structure cannot be questioned, however. Rather unexpectedly last year, Visa, (pictured left), reduced the size of its board – a move very few corporations make. The Visa governance team recommended that the board implement declassification from 17 board members to 10 immediately, rather than phasing in the change over a three-year period as many companies have done. Visa also adopted majority voting for directors, an industry best practice that promotes better governance.
Impressively, the declassification was handled flawlessly in one fell swoop. At the 2011 annual meeting, shareholders voted to amend the number of board members on the company’s certificate of incorporation, the governance team filed the amended certificate with the Delaware Secretary of State during the meeting, and 10 new board members were confirmed by shareholder vote before the meeting adjourned. Completing the action in one day as opposed to several years has allowed the company to move forward without the confusion caused by pending board member departures.
As part of a financial services company, the Visa governance team was also quite careful not to run afoul of the newly enacted provisions of the Dodd-Frank Act last year. To provide more clarity and support for its pay policies, an executive summary was added to the compensation discussion and analysis portion of the company’s proxy statement. Visa also surveyed its shareholders’ views on the frequency of say-on-pay voting prior to proxy season and then recommended an annual say-on-pay proposal to shareholders, which was well-received.
All of these moves place Visa in the class of public companies that are proactively adopting governance best practices ahead of regulatory mandates.
