Vistaprint 2010 Annual Report Download - page 122

Proxy Statement
These criteria include among others the candidate’s integrity, business acumen, knowledge of our business and
industry, experience, diligence, absence of any conflicts of interest and the ability to act in the interests of all
of Vistaprint’s stakeholders. In addition, the Rules for the Supervisory Board specify that nominees shall not
be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any
other basis proscribed by law and that the Nominating and Corporate Governance Committee and Supervisory
Board should consider the value of diversity on the Supervisory Board. The Nominating and Corporate
Governance Committee does not assign specific weights to particular criteria, and no particular criterion is a
prerequisite for each prospective nominee.
We believe that the backgrounds and qualifications of our supervisory directors, considered as a group,
should provide a composite mix of experience, knowledge and abilities that will allow the Supervisory Board
to fulfill its responsibilities. Accordingly, the Nominating and Corporate Governance Committee seeks
nominees with a broad diversity of experience, professions, skills and backgrounds.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for
consideration as potential candidates for the Supervisory Board by submitting their names, together with
appropriate biographical information and background materials and a statement as to whether the shareholder
or group of shareholders making the recommendation has beneficially owned more than 5% of our ordinary
shares for at least a year as of the date such recommendation is made, to Nominating and Corporate
Governance Committee, c/o Corporate Secretary, Vistaprint N.V., Hudsonweg 8, 5928 LW Venlo, the
Netherlands, with a copy to General Counsel, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington,
MA 02421 USA. Assuming that appropriate biographical and background material has been provided on a
timely basis, the Nominating and Corporate Governance Committee will evaluate shareholder-recommended
candidates by following substantially the same process, and applying substantially the same criteria, as it
follows for candidates submitted by others.
If the Supervisory Board does not submit a binding nomination for a supervisory director position, then
the shareholders represented at the general meeting may select a nominee. The shareholders may appoint such
a nominee as a member of the Supervisory Board by the vote of at least two-thirds of the votes cast at the
meeting representing more than half of our share capital.
Shareholders also have the right under our articles of association to nominate candidates for our
Supervisory Board directly, without any action or recommendation by our Nominating and Corporate
Governance Committee or Supervisory Board, by following the procedures described under “INFORMATION
ABOUT THE ANNUAL MEETING AND VOTING — How and when may I submit a shareholder proposal,
including a shareholder nomination for supervisory director, for the 2011 annual general meeting?”
Supervisory Board Meetings and Committees
From July 1, 2009 until we changed our domicile to the Netherlands on August 31, 2009, the Board of
Directors of Vistaprint Limited, our predecessor company, met one time. From August 31, 2009 until June 30,
2010, the end of our 2010 fiscal year, our Supervisory Board met three times. During fiscal 2010, each of our
directors who served as a director of Vistaprint Limited and/or Vistaprint N.V. attended at least 75% of the
total number of meetings of the Boards and the committees of which such director was a member during the
period of time he served on such committee. In addition, it is our policy that one or more of our supervisory
directors should attend annual general meetings of shareholders to the extent practicable. One of our
supervisory directors attended our 2009 annual general meeting of shareholders.
The Supervisory Board currently has, and the Vistaprint Limited Board of Directors had at all times since
our initial public offering in 2005, standing Audit, Compensation and Nominating and Corporate Governance
Committees. Each committee has a charter that has been approved by the Supervisory Board. The Audit
Committee must review the appropriateness of its charter at least annually, and the Compensation and
Nominating and Corporate Governance Committees review their respective charters from time to time as they
deem appropriate. Each committee must perform a self-evaluation at least annually. All members of all
committees are non-employee supervisory directors, and the Supervisory Board has determined that all of the
members of our three standing committees are independent as defined under NASDAQ’s Marketplace Rules
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