Vistaprint 2012 Annual Report Download - page 122
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Audit Committee
The current members of our Audit Committee are Messrs. Gavin (Chair), Page, and Riley. Our Supervisory
Board has determined that Mr. Gavin qualifies as an “audit committee financial expert” under SEC rules, and all
three Audit Committee members meet the SEC’s independence criteria for audit committee members. The Audit
Committee’s responsibilities include:
‰retaining our independent registered public accounting firm, subject to shareholder ratification and appro-
val;
‰approving the compensation of, and assessing (or recommending that the Supervisory Board assess) the
independence of, our registered public accounting firm;
‰overseeing the work of our independent registered public accounting firm, including the receipt and con-
sideration of certain reports from the firm;
‰coordinating the Supervisory Board’s oversight of our internal control over financial reporting, disclosure
controls and procedures and code of business conduct and ethics;
‰overseeing our internal audit function;
‰establishing procedures for the receipt, retention and treatment of accounting-related complaints and
concerns;
‰reviewing and approving any related party transactions;
‰meeting independently with our independent registered public accounting firm and management; and
‰preparing the Audit Committee report included in this proxy statement.
The Audit Committee met nine times during fiscal 2012.
Compensation Committee
The current members of the Compensation Committee are Messrs. Overholser (Chair), Gyenes, and Page.
The Compensation Committee’s responsibilities include:
‰reviewing and approving, or making recommendations to the Supervisory Board with respect to, the
compensation of our Chief Executive Officer and our other executive officers;
‰overseeing and coordinating the evaluation of our Chief Executive Officer;
‰overseeing and administering our cash and equity incentive plans;
‰reviewing and making recommendations to the Supervisory Board with respect to supervisory director
compensation;
‰reviewing and discussing with management the Compensation Discussion and Analysis section of the
proxy statement and considering whether to recommend to the Supervisory Board that the Compensation
Discussion and Analysis be included in the proxy statement; and
‰preparing the Compensation Committee report included in this proxy statement.
The Compensation Committee met four times during fiscal 2012.
Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Messrs. Riley (Chair),
Gyenes, and Thomas. The responsibilities of the Nominating and Corporate Governance Committee include:
‰identifying individuals qualified to become Supervisory Board members;
‰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;
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