Under this arrangement, we will separately compete for scheme and processing business, while continuing to meet the changing demands of a global marketplace.

Our Code of Conduct helps us understand our roles and responsibilities in the context of this structure, no matter which area of Visa we are part of. It helps ensure individual and organisational compliance as we continue to deliver new and exciting products and services quickly and at scale.

Working at Visa means being committed to doing the right thing for our customers, and as we work towards creating a single, global Visa, this focus will remain. The Code of Conduct provides a clear framework for employees, to help us navigate this transition while continuing to provide a reliable service based on international acceptance and security.

Visa partners with its customers in Europe – banks and payment providers – to enable payments and associated services. Our focus is on providing global, competitive and innovative solutions that meet the needs of our customers. This in turn brings tangible benefits to their customers - enabling merchants to grow their businesses and enabling consumers to pay where and when they choose, and on any device.

Visa Europe Limited (Visa) operates separate management bodies for the management of Scheme and Processing.

In line with its obligations under Article 16(1) of the Regulatory Technical Standard (Commission Delegated Regulation (EU) 2018/72) of 4 October 2017) (‘RTS’) and without prejudice to the exemption of shared services referred to in Article 12 of the RTS, Visa has set out the following clear and objective criteria to ensure that the composition of its management bodies mitigates any conflicts of interest for the decision making process between Scheme and Processing:

Any Scheme and Processing management body is constituted with a defined mandate that ensures compliance with Visa’s Separation of Scheme and Processing Code of Conduct (including the protection of sensitive information and other conduct obligations to mitigate any conflicts of interest).

Members of the relevant management bodies of each of Scheme and Processing will at all times be subject to conflicts of interest policies

Any circumstances where directorships may be held by the same person at the same time in the management body of Scheme and Processing will be objectively justified and restricted to the minimum necessary to address a specific need or purpose. An example of circumstances where it may be necessary would be for regulatory, prudential or other risk based oversight.