Vistaprint 2013 Annual Report Download - page 121

Each of our Supervisory Board and Management Board has its own chairman. The Chairman of our Super-
visory Board is Mr. Riley, an independent, non-employee supervisory director, and the Chairman of our
Management Board is Mr. Keane, who is also our Chief Executive Officer and President.
Governance Guidelines
We believe that good corporate governance is important to ensure that Vistaprint is managed for the long-
term benefit of our stakeholders, including but not limited to our shareholders. The Management Board and
Supervisory Board have adopted Rules to assist each Board in the exercise of its duties and responsibilities and to
serve the best interests of Vistaprint and our stakeholders. The Rules for each Board provide a framework for the
conduct of each Board’s business.
Among other things, the Rules for the Supervisory Board provide that:
‰a majority of the members of the Supervisory Board must be independent directors, except as permitted by
NASDAQ rules;
‰the independent supervisory directors must meet at least twice a year in executive session;
‰supervisory directors have full and free access to management and employees and, as necessary and appro-
priate, to hire and consult with independent advisors;
‰all supervisory directors are expected to participate in a mandatory orientation program and continuing
director education on an ongoing basis; and
‰at least annually the Nominating and Corporate Governance Committee is required to oversee a self-
evaluation of the Supervisory Board to determine whether the Supervisory Board and its committees are
functioning effectively.
Among other things, the Rules for the Management Board provide that:
‰the Management Board is responsible for managing Vistaprint, including implementing Vistaprint’s aims
and strategy, managing risks, operating the business on a day-to-day basis, and addressing corporate social
responsibility issues that are relevant to the enterprise;
‰the Management Board is responsible for determining that effective systems are in place for the periodic
and timely reporting to the Supervisory Board on important matters concerning Vistaprint and its sub-
sidiaries; and
‰at least annually the Supervisory Board is required to conduct an evaluation of the Management Board to
determine whether the Management Board is functioning effectively.
You can find our Rules for the Supervisory Board, our Rules for the Management Board, our Code of Busi-
ness Conduct, our current articles of association, and the current charters for our Audit Committee, Compensa-
tion Committee and Nominating and Corporate Governance Committee at www.vistaprint.com or by writing to:
Investor Relations
c/o Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
Email: [email protected]
In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Vistaprint. The Dutch Code
emphasizes the principles of integrity, transparency, and accountability as the primary means of achieving good
corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by
“best practice” provisions, and our Management Board and Supervisory Board agree with the fundamental
principles of the Dutch Code. However, as a company whose ordinary shares are traded on NASDAQ, we are
also subject to the corporate governance rules of the NASDAQ Stock Market and U.S. securities laws, and we
may also choose to follow certain market practices that are common for NASDAQ-traded companies. Some of
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