Vistaprint 2013 Annual Report Download - page 122

the U.S. corporate governance rules and market practices that we are required to or choose to follow conflict, in
whole or in part, with the best practice provisions of the Dutch Code. As a result, we do not apply some of the
Dutch best practice provisions. In accordance with the Dutch Code’s compliance principle of “apply or explain,”
which permits Dutch companies to be fully compliant with the Dutch Code either by applying the Dutch best
practices or by explaining why the company has chosen not to apply certain of the best practices, we are disclos-
ing in our Dutch annual report that accompanies our Annual Accounts to what extent we do not apply provisions
of the Dutch Code, together with the reasons for those deviations.
Code of Business Conduct
We have adopted a written code of business conduct that applies to our supervisory directors, officers, and
employees, a current copy of which is posted on our website, www.vistaprint.com. In addition, we intend to post
on our website all disclosures that are required by law or NASDAQ stock market listing standards concerning
any amendments to, or waivers from, any provision of the code.
Determination of Independence
Under NASDAQ rules, supervisory directors qualify as “independent directors” only if, in the opinion of
our Supervisory Board, they do not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a supervisory director. The Supervisory Board has determined
that none of its members has a relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a supervisory director and that all of its members are “independent directors”
as defined under NASDAQ’s Marketplace Rules.
In addition, our supervisory directors satisfy the criteria for independence under the Dutch Code.
Oversight of Risk
Under the Rules for the Supervisory Board, our Supervisory Board is responsible for reviewing the integrity
of our internal control and management information systems, the main risks of our business, and the design and
effectiveness of our internal risk management and control systems. As set forth in its charter, our Audit Commit-
tee assists the Supervisory Board in its review and oversight of risk by reviewing our policies with respect to risk
assessment and risk management, including the guidelines and policies that govern the process by which our
exposure to risk is handled. The Supervisory Board and Audit Committee regularly discuss with management our
major risk exposures, their potential impact on Vistaprint, and the steps we take to manage them.
In addition, based on an internal risk assessment, we believe that any risks arising from our compensation
programs for our employees are not reasonably likely to have a material adverse effect on Vistaprint.
Supervisory Director Nomination Process
The process that our Nominating and Corporate Governance Committee follows to identify and evaluate
candidates for members of our Supervisory Board includes requests to supervisory directors and others for
recommendations, meetings from time to time to evaluate biographical information and background material
relating to potential candidates, and interviews of selected candidates by members of the Committee and the
Supervisory Board.
In considering whether to recommend any particular candidate for inclusion in the Supervisory Board’s slate
of nominees, the Nominating and Corporate Governance Committee applies, among other things, the criteria for
nominating supervisory directors set forth as an attachment to the Rules for the Supervisory Board. These criteria
include among others the candidate’s integrity, business acumen, knowledge of our business and industry,
experience, diligence, absence of any conflicts of interest, and ability to act in the interests of all of Vistaprint’s
stakeholders. In addition, the Rules for the Supervisory Board specify that nominees shall not be discriminated
against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis pro-
scribed by law and that the Nominating and Corporate Governance Committee and Supervisory Board should
consider the value of diversity on the Supervisory Board. The Committee does not assign specific weights to
Proxy Statement
25