GUIDELINES ON ELIGIBILITY FOR MEMBERSHIP OF VISA INTERNATIONAL IN AUSTRALIA
1. These guidelines are for prospective applicants seeking membership of Visa International for participation in one or more of its payment card programs in Australia. They set down the minimum criteria to be addressed by applicants and necessary information and documents to be submitted with an application.
2. Membership of Visa International gives an entity the capability of participating in Visa International’s credit card programs utilizing trademarks owned by Visa International. Membership confers an organization with the ability to issue payment cards bearing the trademarks of Visa International, and to acquire transactions effected with such cards.
3. Under the By-Laws of Visa International, and applicable local law in Australia, an applicant for membership generally needs to be an organization that is supervised by the Australian Prudential Regulation Authority (APRA) (or to be an entity that is owned by, or owns, such an organization). The organization must be authorized by APRA as an authorized deposit-taking institution (ADI) (and may be an ADI as a result of being a specialist credit card institution).
4. An ADI, or any other organization intending to apply to become a member of Visa International in Australia, should apply in writing to the Country Manager for Australia of Visa International. Such an application generally follows detailed discussions with the Country Manager regarding the applicant’s proposal. Contact details are:
Country Manager – AustraliaVisa International Service AssociationLevel 42, AMP Centre50 Bridge StreetSYDNEY NSW 2000Telephone: (02) 9253 8800
5. For applicants in Australia, the Visa International regional management in Singapore will consider whether the applicant is eligible for membership of Visa International and also whether the eligible applicant should be accepted for membership of Visa International. Under Visa International’s By-Laws, any organization that is deemed to be a competitor of Visa International will not be admitted to membership. Different requirements may apply in other Visa regions or national associations, as determined by those associations, and for extra-territorial activities.
6. Visa International will only accept suitable eligible organizations for membership who have the capacity and commitment to participate as a member of Visa International in a manner that is consistent with the overall objectives of the corporation.
7. The authorization criteria set out below are applicable to all applicants for membership in Australia. These criteria represent the minimum requirements that an applicant will need to meet for membership and should not be taken as an exhaustive list. Depending on the circumstances, Visa International may not accept an application on other commercial grounds not covered in this guideline.Business Plan, Risk and Operations
8. An applicant for membership of Visa International is required to provide a 3 year business plan which sets out the applicant’s strategy and objectives for its proposed card business. The business plan is also required to include details of ownership structure, capital and financial ratios, and operating plans for the systems and operations, marketing, and fraud and risk management divisions.
9. An applicant for membership must demonstrate to Visa International that its staff have the necessary skills and experience to carry on its proposed payment card program in the manner outlined in its business plan.
10. An applicant must satisfy Visa International that its proposed (or existing) risk management and internal control systems are adequate and appropriate for monitoring and limiting risk exposures in relation to its proposed payment card program. (Third party processors and other service providers may also need to satisfy relevant requirements and/or enter into agreements with Visa International in order to support members.)
11. In assessing whether the policies and procedures proposed for managing and controlling risk are adequate and appropriate for the applicant’s operations, Visa International will take account of the size, nature and complexity of the operations, the volume of transactions proposed to be undertaken, the proposed organizational structure, and the geographical distribution of the business as set out in the business plan.
12. Visa International assesses an applicant in terms of its financial strength and stability. This assessment is independent of the examination carried out by APRA. Authorization by APRA as an ADI is a necessary, but not sufficient, condition for membership under the access regime made by the Reserve Bank of Australia. Applicants whose credit worthiness is less than “investment grade” or it equivalent (as determined by international rating agencies) will be required to provide collateral to cover the estimated amount of unsettled transactions. Collateral may be provided in the form of an acceptable guarantee from the applicant’s holding company, a cash deposit or a letter of credit from an acceptable financial institution.
13. Visa International expects all applicants to comply with its requirements, as set out in the Visa International Certificate of Incorporation, the Visa International By-Laws, the Visa International Operating Regulations and various other applicable rules from the commencement of their membership. Visa International will provide details of these requirements to applicants that have been authorized by APRA as an ADI and have demonstrated to Visa International a reasonable likelihood of satisfying the criteria described above.
14. Prospective applicants in Australia for membership in Visa International are encouraged to contact Visa International’s Country Manager for Australia at an early stage to discuss their plans prior to submitting a formal application. This will allow Visa International to identify any matters that might adversely impact on the proposal and to advise on the format and content required of an application. Visa International will also review drafts of an application through various stages of its development.
15. Two copies of the final application, including all the required information and supporting documents set out in the attachment (as appropriate) should be submitted to Visa International.
16. All applications will be promptly processed. However, the time required to process an application will depend on the particular circumstances of each application, including the completeness of information and documents submitted to Visa International by the applicant.
17. Applications for membership in Australia require approval by Visa International regional management in Singapore. Visa may impose conditions of membership to ensure the applicant meets its obligations under the Certificate of Incorporation and By-Laws of Visa International and under the Visa International Operating Regulations and other applicable rules.
Supporting Information Required by an Applicant for Visa International Membership in Australia
1. Ownership, Board and Management
(a) Legal name of the applicant.
(b) A brief history of the applicant and an outline of the existing operations of any related entities in Australia or elsewhere.
(c) Proposed initial capital (authorized, paid up, classes of shares, etc.) and capital ratios.
(d) Names of substantial shareholders (direct and ultimate) and their respective shareholdings.
(e) An undertaking by substantial shareholders (including foreign bank parents) to provide additional capital, if required, and confirmation that their investment in the Australian subsidiary represents a long-term commitment.
(f) An outline of the proposed organizational framework, with names of senior management, their responsibilities and curriculum vitae.
(g) Names of personnel relevant for communications in relation to the applicant’s membership application.
2. 3-Year Business Plan
The business plan submitted should incorporate the goals or milestones of the first three years of operations of the ADI in Australia insofar as they relate to its proposed payment card program. The plan should include:
(a) Structure of Business: an outline of the proposed bankcard payment card program, including details of any specialized service proposed and relevant expertise, together with details regarding the proposed location from which the business will operate, the number of staff it will employ and the proposed date for commencement of its payment card program.
(b) Financial Projections: projections (including sensitivity analysis covering expected, up-side and down-side scenarios) of the proposed payment card program;
(c) Systems and Controls: Details of the risk management systems and procedures to be used to control and monitor risks, including credit, liquidity, and operation risks, details of the information and accounting systems (including any outsourcing of data processing and other back office functions), business continuity plan, and evidence that from the commencement of operations information and other systems will be capable of producing all required reporting to Visa International in an accurate and timely manner.
(d) Other: A copy of the applicant’s constituent documents.