Vistaprint 2012 Annual Report Download - page 123

‰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 2012.
Report of the Audit Committee
The Audit Committee has reviewed Vistaprint’s audited financial statements for the fiscal year ended
June 30, 2012 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 communica-
tions 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 sup-
plemented. 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 8 is compatible with maintaining the independence of our registered public accounting
firm.
Based on its discussions with, and its review of the representations and information provided by, manage-
ment and Ernst & Young LLP, the Audit Committee recommended to the Supervisory Board that the audited
financial statements be included in Vistaprint’s Annual Report on Form 10-K for the fiscal year ended June 30,
2012. The Audit Committee and Supervisory Board also have selected, subject to appointment by the share-
holders, Ernst & Young LLP as Vistaprint’s independent registered public accounting firm for the fiscal year
ending June 30, 2013.
This Audit Committee Report is not incorporated by reference to any of our previous or future filings with
the SEC, unless any such filing explicitly incorporates this Report.
Audit Committee of the Supervisory Board
John J. Gavin, Jr., Chairman
Louis R. Page
Richard T. Riley
Certain Relationships and Related Transactions
Policies and Procedures for Related Party Transactions
We have a written related person transaction policy that sets forth the policies and procedures for the review
and approval or ratification of related person transactions. This policy covers any transaction, arrangement or
relationship, or any series of similar transactions, arrangements or relationships in which we are a participant, the
amount involved exceeds $25,000, and a related person has a direct or indirect material interest, including, with-
out limitation, purchases of goods or services by or from the related person or entities in which the related person
has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. A
related person is any person who is or was a member of our Management Board or Supervisory Board at any
time since the beginning of our most recently completed fiscal year, the beneficial holder of more than 5% of any
class of our voting securities, or an immediate family member of anyone described in this sentence.
Proxy Statement
23