Vistaprint 2013 Annual Report Download - page 115

our supervisory directors as described in the section of this proxy statement entitled “Compensation of Super-
visory Board Members.”
Our Management Board and Supervisory Board recommend that you vote FOR the changes to the Super-
visory Board compensation package to increase the cash compensation received by our supervisory directors.
PROPOSAL 10 — APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting
firm for the fiscal year ending June 30, 2014. If this proposal is not approved by our shareholders at the annual
meeting, our Audit Committee will reconsider its selection of Ernst & Young LLP. We do not expect that
Ernst & Young LLP will attend the annual meeting or be available to answer questions.
Our Management Board and Supervisory Board recommend that you vote FOR the appointment of
Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30,
2014.
Independent Registered Public Accounting Firm Fees and Other Matters
The following table presents the aggregate fees and expenses billed for services rendered by Ernst & Young
LLP, our independent registered public accounting firm, for the fiscal years ended June 30, 2013 and June 30,
2012. The amounts reported for each fiscal year represent the fees and expenses for services rendered during the
applicable fiscal year, regardless of when the fees and expenses were billed.
Fiscal 2013 Fiscal 2012
Audit Fees(1) ................................................. $1,256,885 $1,310,741
Audit-Related Fees(2) .......................................... 17,300 4,800
Tax Fees(3) .................................................. 1,362,900 578,205
All Other Fees ................................................ — —
Total Fees ................................................... $2,637,085 $1,893,746
(1) Audit fees and expenses consisted of fees and expenses billed for the audit of our financial statements for the
years ended June 30, 2013 and 2012, statutory audits of Vistaprint N.V. and certain of our subsidiaries, quar-
terly reviews of our financial statements, and the audit of the effectiveness of internal control over financial
reporting as promulgated by Section 404 of the U.S. Sarbanes-Oxley Act. The audit fees and expenses for
fiscal 2012 include the audits of two acquisitions, including the related purchase accounting.
(2) Audit-related fees and expenses consisted of fees and expenses for services that are reasonably related to the
performance of the audit and the review of our financial statements and that are not reported under “Audit
Fees.” These services relate principally to consultations regarding financial accounting and reporting matters
and fees for access to certain online accounting reference applications.
(3) Tax fees and expenses consisted of fees and expenses for tax compliance (including tax return preparation),
tax advice, tax planning and consultation services. Tax compliance services (assistance with tax returns, tax
audits and appeals) accounted for $265,000 and $50,000 of the total tax fees in fiscal 2013 and 2012,
respectively.
Audit Committee’s Pre-approval Policy and Procedures
Our Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit serv-
ices for the purpose of maintaining the independence of our registered public accounting firm. We may not
engage the independent registered public accounting firm to render any audit or non-audit service unless either
the service is approved in advance by the Audit Committee or the engagement to render the service is entered
into pursuant to the Audit Committee’s pre-approval policies and procedures. From time to time, the Audit
Committee may pre-approve services that are expected to be provided to Vistaprint by the independent registered
public accounting firm during the following 12 months. Any such pre-approval is detailed as to the particular
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