Vistaprint 2012 Annual Report Download - page 124

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All related person transactions that we propose to enter into must be reported to our Chief Legal Officer
(CLO) or Chief Accounting Officer (CAO), and whenever practicable, our Audit Committee will review and
approve the proposed transaction in accordance with our policy before the transaction becomes effective or is
consummated. If our CLO and CAO determine that advanced approval of a related person transaction is not prac-
ticable under the circumstances, then our Audit Committee will review and, in its discretion, may ratify the
related person transaction at the next meeting of the Audit Committee, or at the next meeting after the date that
the related person transaction comes to the attention of our CLO or CAO. Our CLO and CAO may also present a
related person transaction that arises between Audit Committee meetings to the Audit Committee chair, who will
review and may approve the related person transaction, subject to ratification by the full Audit Committee at its
next meeting.
In addition, the Audit Committee will review annually any previously approved or otherwise already exist-
ing related person transaction that is ongoing in nature to ensure that such related person transaction has been
conducted in accordance with the Audit Committee’s previous approval, if any, and that all required disclosures
regarding the related person transaction are made.
When considering a proposed related person transaction, the Audit Committee will review and consider, to
the extent appropriate for the circumstances:
‰the related person’s interest in the related person transaction;
‰the approximate dollar value of the amount involved in the related person transaction;
‰the approximate dollar value of the amount of the related person’s interest in the transaction without
regard to the amount of any profit or loss;
‰whether the transaction was undertaken in the ordinary course of business;
‰whether the transaction with the related person is entered into on terms no less favorable to us than terms
that could have been reached with an unrelated third party;
‰the purpose of, and the potential benefits to us of, the transaction; and
‰any other information regarding the related person transaction or the related person that would be material
to investors in light of the circumstances of the particular transaction.
The Audit Committee will review all relevant information available to it about the related person trans-
action. The Audit Committee may approve or ratify the related person transaction only if the Committee
determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best interests.
The Committee may, in its sole discretion, impose conditions as it deems appropriate on us or the related person
in connection with approval of the related person transaction.
In addition, under Dutch law, any member of our Supervisory Board or Management Board who has a con-
flict of interest is required to disclose that conflict to the Chairman of the Supervisory Board and to abstain from
voting on any resolution involving, or participating in any board discussion of, the conflict.
Related Party Transaction
During fiscal 2012, there was one related party transaction, as defined under SEC rules: Katryn Blake’s
brother-in-law has been an employee of Vistaprint since 2007, and he received cash compensation of approx-
imately $155,717 for fiscal 2012. The Audit Committee reviewed the transaction and concluded that it was not
inconsistent with our best interests and did not constitute a conflict of interest.
Communicating with the Supervisory Board
Our Supervisory Board will give appropriate attention to written communications that are submitted by
shareholders, and will respond if and as appropriate. The chair of the Nominating and Corporate Governance
Committee, with the assistance of Vistaprint’s Chief Legal Officer, is primarily responsible for monitoring
communications from shareholders and for providing copies or summaries to the other supervisory directors as
its members consider appropriate.
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