Vistaprint 2010 Annual Report Download - page 124

Proxy Statement
• recommending to the Supervisory Board the persons to be nominated for appointment as members of
the Supervisory Board and the Management Board and to each of the Supervisory Board’s committees;
• overseeing an annual review by the Supervisory Board with respect to succession planning for the Chief
Executive Officer and other executive officers;
• overseeing an annual evaluation of the Supervisory Board, the Management Board and all committees
of the Supervisory Board to determine whether each is functioning effectively; and
• reviewing and assessing the adequacy of the Rules of the Supervisory Board and of the Management
Board.
The Nominating and Corporate Governance Committee met four times during fiscal 2010.
Communicating with the Supervisory Board
Our Supervisory Board will give appropriate attention to written communications that are submitted by
shareholders, and will respond if and as appropriate. The chair of the Nominating and Corporate Governance
Committee, with the assistance of Vistaprint’s General Counsel, is primarily responsible for monitoring
communications from shareholders and for providing copies or summaries to the other supervisory directors as
its members consider appropriate.
The chair of the Nominating and Corporate Governance Committee will forward communications to all
supervisory directors if the communications relate to substantive matters and include suggestions or comments
that he considers to be important for the supervisory directors to know. In general, the chair is more likely to
forward communications relating to corporate governance and corporate strategy than communications relating
to ordinary business affairs, personal grievances and matters as to which Vistaprint may receive repetitive or
duplicative communications.
Shareholders who wish to send communications on any topic to our Supervisory Board should address
such communications to:
Supervisory Board
c/o Corporate Secretary
Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
Report of the Audit Committee
The Audit Committee has reviewed Vistaprint’s audited consolidated financial statements for the fiscal
year ended June 30, 2010 and has discussed these financial statements with Vistaprint’s management and
Ernst & Young LLP, our independent registered public accounting firm.
The Audit Committee has also received from, and discussed with, Ernst & Young LLP various
communications that Ernst & Young is required to provide to the Audit Committee, including the matters
required to be discussed by AICPA, Professional Standards, Vol. 1, AU section 380, as adopted by the Public
Company Accounting Oversight Board, or PCAOB in Rule 3200T.
Ernst & Young LLP also provided the Audit Committee with the written disclosures and the letter
required by PCAOB Rule 3526 (Communicating with Audit Committees Concerning Independence), as
modified or supplemented. The Audit Committee has discussed with the independent registered public
accounting firm its independence from Vistaprint. The Audit Committee also considered whether the provision
of other, non-audit related services referred to under the heading “Independent Registered Public Accounting
Firm Fees and Other Matters” under Proposal 7 is compatible with maintaining the independence of our
registered public accounting firm.
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