Vistaprint 2012 Annual Report Download - page 119

CORPORATE GOVERNANCE
Board Structure
We have a two-tiered board structure consisting of a Supervisory Board and a Management Board. The
Supervisory Board consists of our independent, non-employee supervisory directors, and the Management Board
consists of managing directors who are also our executive officers. The principal responsibility of the members
of the Supervisory Board is to oversee the Management Board and its management of Vistaprint and, in so doing,
serve the best interests of Vistaprint and its stakeholders. The Supervisory Board is accountable to our share-
holders. The principal responsibility of the members of the Management Board is to manage Vistaprint, which
means, among other things, that it is responsible for implementing Vistaprint’s goals and strategy, managing
Vistaprint’s associated risk profile, operating Vistaprint’s business on a day-to-day basis and addressing corpo-
rate social responsibility issues that are relevant to the enterprise. The Management Board is accountable to the
Supervisory Board and to our shareholders.
Each of our Supervisory Board and Management Board has its own chairman. The Chairman of our Super-
visory Board is Mr. Riley, an independent, non-employee supervisory director, and the Chairman of our
Management Board is Mr. Keane, who is also our Chief Executive Officer and President.
Governance Guidelines
We believe that good corporate governance is important to ensure that Vistaprint is managed for the long-
term benefit of our stakeholders, including but not limited to our shareholders. The Management Board and
Supervisory Board have adopted Rules to assist each Board in the exercise of its duties and responsibilities and to
serve the best interests of Vistaprint and our stakeholders. The Rules for each Board provide a framework for the
conduct of each Board’s business.
Among other things, the Rules for the Supervisory Board provide that:
‰a majority of the members of the Supervisory Board must be independent directors, except as permitted by
NASDAQ rules;
‰the independent supervisory directors must meet at least twice a year in executive session;
‰supervisory directors have full and free access to management and employees and, as necessary and appro-
priate, to hire and consult with independent advisors;
‰all supervisory directors are expected to participate in a mandatory orientation program and continuing
director education on an ongoing basis; and
‰at least annually the Nominating and Corporate Governance Committee is required to oversee a self-
evaluation of the Supervisory Board to determine whether the Supervisory Board and its committees are
functioning effectively.
Among other things, the Rules for the Management Board provide that:
‰the Management Board is responsible for managing Vistaprint, including implementing Vistaprint’s aims
and strategy, managing risks, operating the business on a day-to-day basis, and addressing corporate social
responsibilities that are relevant to the enterprise;
‰the Management Board is responsible for determining that effective systems are in place for the periodic
and timely reporting to the Supervisory Board on important matters concerning Vistaprint and its sub-
sidiaries; and
‰at least annually the Supervisory Board is required to conduct an evaluation of the Management Board to
determine whether the Management Board is functioning effectively.
Proxy Statement
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