Vistaprint 2010 Annual Report Download - page 121

Download and view the complete annual report

Please find page 121 of the 2010 Vistaprint annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 145

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145

corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by
“best practice” provisions, and our Management Board and Supervisory Board agree with the fundamental
principles of the Dutch Code. However, as a company whose ordinary shares are traded on NASDAQ, we are
subject to the corporate governance rules of the NASDAQ Stock Market and U.S. securities laws, and we may
also choose to follow certain market practices that are common for NASDAQ-traded companies. Some of the
U.S. corporate governance rules and market practices that we are required to or choose to follow conflict, in
whole or in part, with the best practice provisions of the Dutch Code. As a result, we do not apply some of
the Dutch best practice provisions. In accordance with the Dutch Code’s compliance principle of “apply or
explain,” which permits Dutch companies to be fully compliant with the Dutch Code either by applying the
Dutch best practices or by explaining why the company has chosen not to apply certain of the best practices,
we are disclosing in our Dutch annual report that accompanies our Annual Accounts to what extent we do not
apply provisions of the Dutch Code, together with the reasons for those deviations.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our supervisory directors,
officers and employees, a current copy of which is posted on our website, www.vistaprint.com. In addition, we
intend to post on our website all disclosures that are required by law or NASDAQ stock market listing
standards concerning any amendments to, or waivers from, any provision of the code.
Determination of Independence
Under NASDAQ rules, supervisory directors only qualify as “independent directors” if, in the opinion of
our Supervisory Board, they do not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a supervisory director. The Supervisory Board has determined
that none of its members has a relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a supervisory director and that all of its members are “independent
directors” as defined under NASDAQ’s Marketplace Rules.
In addition, our supervisory directors satisfy the criteria for independence under the Dutch Code.
Oversight of Risk
Under the Rules for the Supervisory Board, our Supervisory Board is responsible for reviewing the
integrity of our internal control and management information systems, the main risks of our business, and the
design and effectiveness of our internal risk management and control systems. As set forth in its charter, our
Audit Committee assists the Supervisory Board in its review and oversight of risk by reviewing our policies
with respect to risk assessment and risk management, including the guidelines and policies that govern the
process by which our exposure to risk is handled. The Supervisory Board and Audit Committee regularly
discuss with management our major risk exposures, their potential impact on Vistaprint, and the steps we take
to manage them.
In addition, based on an internal risk assessment, we believe that any risks arising from our compensation
programs for our employees are not reasonably likely to have a material adverse effect on Vistaprint.
Supervisory Director Nomination Process
The process followed by our Nominating and Corporate Governance Committee to identify and evaluate
candidates for members of our Supervisory Board includes requests to supervisory directors and others for
recommendations, meetings from time to time to evaluate biographical information and background material
relating to potential candidates and interviews of selected candidates by members of the Nominating and
Corporate Governance Committee and the Supervisory Board.
In considering whether to recommend any particular candidate for inclusion in the Supervisory Board’s
slate of nominees, the Nominating and Corporate Governance Committee applies, among other things, the
criteria for nominating supervisory directors set forth as an attachment to the Rules for the Supervisory Board.
16