Vistaprint 2012 Annual Report Download - page 121

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 Corpo-
rate 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. 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 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 pro-
scribed 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 other than integrity and good
character 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 appro-
priate 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 Chief
Legal Officer, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421 USA. If 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.
Supervisory Board Meetings and Committees
During fiscal 2012, our Supervisory Board met four times, and each of our supervisory directors attended
100% of the total number of meetings of the Supervisory Board 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. All of
our supervisory directors attended our 2011 annual general meeting of shareholders.
The Supervisory Board has standing Audit, Compensation, and Nominating and Corporate Governance
Committees. Each committee has a charter that has been approved by the Supervisory Board. The Audit Commit-
tee 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.
Proxy Statement
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