Vistaprint 2012 Annual Report Download - page 120

You can find our Rules for the Supervisory Board, our Rules for the Management Board, our Code of Busi-
ness Conduct and Ethics, our current articles of association, and the current charters for our Audit Committee,
Compensation Committee and Nominating and Corporate Governance Committee at www.vistaprint.com or by
writing to:
Investor Relations
c/o Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
Email: [email protected]
In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Vistaprint. The Dutch Code
emphasizes the principles of integrity, transparency, and accountability as the primary means of achieving good
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
also 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 disclos-
ing 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 Commit-
tee 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.
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