Vistaprint 2013 Annual Report Download - page 124

Download and view the complete annual report

Please find page 124 of the 2013 Vistaprint annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 149

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149

‰coordinating the Supervisory Board’s oversight of our internal control over financial reporting, disclosure
controls and procedures and code of business conduct;
‰overseeing our internal audit function;
‰establishing procedures for the receipt, retention and treatment of accounting-related complaints and
concerns;
‰reviewing and approving any related person transactions;
‰meeting independently with our independent registered public accounting firm and management; and
‰preparing the Audit Committee report included in this proxy statement.
The Audit Committee met ten times during fiscal 2013.
Compensation Committee
The current members of the Compensation Committee are Messrs. Overholser (Chair), Gyenes, Olsen, and
Page. The Compensation Committee’s responsibilities include:
‰reviewing and approving, or making recommendations to the Supervisory Board with respect to, the
compensation of our Chief Executive Officer and our other executive officers;
‰overseeing and coordinating the evaluation of our Chief Executive Officer;
‰overseeing and administering our cash and equity incentive plans;
‰reviewing and making recommendations to the Supervisory Board with respect to supervisory director
compensation;
‰reviewing and discussing with management the Compensation Discussion and Analysis section of the
proxy statement and considering whether to recommend to the Supervisory Board that the Compensation
Discussion and Analysis be included in the proxy statement; and
‰preparing the Compensation Committee report included in this proxy statement.
The Compensation Committee met four times during fiscal 2013.
Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Messrs. Thomas (Chair),
De Cesare, Gyenes, and Riley. The responsibilities of the Nominating and Corporate Governance Committee
include:
‰identifying individuals qualified to become Supervisory Board members;
‰recommending to the Supervisory Board the persons to be nominated for appointment as members of the
Supervisory Board and the Management Board and to each of the Supervisory Board’s committees;
‰overseeing an annual review by the Supervisory Board with respect to succession planning for the Chief
Executive Officer and other executive officers;
‰overseeing an annual evaluation of the Supervisory Board, the Management Board and all committees of
the Supervisory Board to determine whether each is functioning effectively; and
‰reviewing and assessing the adequacy of the Rules of the Supervisory Board and of the Management
Board.
The Nominating and Corporate Governance Committee met four times during fiscal 2013.
Report of the Audit Committee
The Audit Committee has reviewed Vistaprint’s audited financial statements for the fiscal year ended
June 30, 2013 and has discussed these financial statements with Vistaprint’s management and Ernst & Young
LLP, our independent registered public accounting firm.
Proxy Statement
27