Vistaprint 2013 Annual Report Download - page 123

particular criteria, and no particular criterion other than integrity and good character is a prerequisite for each
prospective nominee.
We believe that the backgrounds and qualifications of our supervisory directors, considered as a group,
should provide a composite mix of experience, knowledge and abilities that will allow the Supervisory Board to
fulfill its responsibilities. Accordingly, the Nominating and Corporate Governance Committee seeks nominees
with a broad diversity of experience, professions, skills and backgrounds. During fiscal 2013, the Committee
engaged Egon Zehnder International, a recruiting firm, to assist the Committee in identifying, evaluating, and
reaching out to potential candidates for the Supervisory Board, and as part of that effort, Egon Zehnder assisted
us in recruiting Messrs. De Cesare and Olsen as supervisory directors.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for
consideration as potential candidates for the Supervisory Board by submitting their names, together with appro-
priate biographical information and background materials and a statement as to whether the shareholder or group
of shareholders making the recommendation has beneficially owned more than 5% of our ordinary shares for at
least a year as of the date such recommendation is made, to Nominating and Corporate Governance Committee,
c/o Corporate Secretary, Vistaprint N.V., Hudsonweg 8, 5928 LW Venlo, the Netherlands, with a copy to Chief
Legal Officer, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421 USA. If appropriate
biographical and background material has been provided on a timely basis, the Nominating and Corporate
Governance Committee will evaluate shareholder-recommended candidates by following substantially the same
process, and applying substantially the same criteria, as it follows for candidates submitted by others.
If the Supervisory Board does not submit a binding nomination for a supervisory director position, then the
shareholders represented at the general meeting may select a nominee. The shareholders may appoint such a
nominee as a member of the Supervisory Board by the vote of at least two thirds of the votes cast at the meeting
representing more than half of our share capital.
Supervisory Board Meetings and Committees
During fiscal 2013, our Supervisory Board met four times, and each of our supervisory directors attended
100% of the total number of meetings of the Supervisory Board and the committees of which such director was a
member during the period of time he served on such committee. In addition, it is our policy that one or more of
our supervisory directors should attend annual general meetings of shareholders to the extent practicable. One of
our supervisory directors attended our 2012 annual general meeting of shareholders.
The Supervisory Board has standing Audit, Compensation, and Nominating and Corporate Governance
Committees. Each committee has a charter that has been approved by the Supervisory Board. The Audit Commit-
tee must review the appropriateness of its charter at least annually, and the Compensation and Nominating and
Corporate Governance Committees review their respective charters from time to time as they deem appropriate.
Each committee must perform a self-evaluation at least annually. All members of all committees are non-
employee supervisory directors, and the Supervisory Board has determined that all of the members of our three
standing committees are independent as defined under NASDAQ’s Marketplace Rules.
Audit Committee
The current members of our Audit Committee are Messrs. Gavin (Chair), Page, and Riley. Our Supervisory
Board has determined that Mr. Gavin qualifies as an “audit committee financial expert” under SEC rules, and all
three Audit Committee members meet the SEC’s independence criteria for audit committee members. The Audit
Committee’s responsibilities include:
‰retaining our independent registered public accounting firm, subject to shareholder ratification and approval;
‰approving the compensation of, and assessing (or recommending that the Supervisory Board assess) the
independence of, our registered public accounting firm;
‰overseeing the work of our independent registered public accounting firm, including the receipt and con-
sideration of certain reports from the firm;
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