Vistaprint 2013 Annual Report Download - page 125

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The Audit Committee has also received from, and discussed with, Ernst & Young LLP various communica-
tions that Ernst & Young LLP is required to provide to the Audit Committee, including the matters required to be
discussed by AICPA, Professional Standards, Vol. 1, AU section 380, as adopted by the Public Company
Accounting Oversight Board, or PCAOB in Rule 3200T.
Ernst & Young LLP also provided the Audit Committee with the written disclosures and the letter required
by PCAOB Rule 3526 (Communicating with Audit Committees Concerning Independence), as modified or sup-
plemented. The Audit Committee has discussed with the independent registered public accounting firm its
independence from Vistaprint. The Audit Committee also considered whether the provision of other, non-audit
related services referred to under the heading “Independent Registered Public Accounting Firm Fees and Other
Matters” under Proposal 10 is compatible with maintaining the independence of our registered public accounting
firm.
Based on its discussions with, and its review of the representations and information provided by, manage-
ment and Ernst & Young LLP, the Audit Committee recommended to the Supervisory Board that the audited
financial statements be included in Vistaprint’s Annual Report on Form 10-K for the fiscal year ended June 30,
2013. The Audit Committee and Supervisory Board also have selected, subject to appointment by the share-
holders, Ernst & Young LLP as Vistaprint’s independent registered public accounting firm for the fiscal year
ending June 30, 2014.
This Audit Committee Report is not incorporated by reference into any of our previous or future filings with
the SEC, unless any such filing explicitly incorporates this Report.
Audit Committee of the Supervisory Board
John J. Gavin, Jr., Chairman
Louis R. Page
Richard T. Riley
Certain Relationships and Related Transactions
Policies and Procedures for Related Person Transactions
We have a written related person transaction policy that sets forth the policies and procedures for the review
and approval or ratification of related person transactions. This policy covers any transaction, arrangement or
relationship, or any series of similar transactions, arrangements or relationships in which we are a participant, the
amount involved exceeds $25,000, and a related person has a direct or indirect material interest, including, with-
out limitation, purchases of goods or services by or from the related person or entities in which the related person
has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related person. A
related person is any person who is or was a Vistaprint executive officer or member of our Management Board or
Supervisory Board at any time since the beginning of our most recently completed fiscal year, the beneficial
holder of more than 5% of any class of our voting securities, or an immediate family member of anyone
described in this sentence.
All potential related person transactions that we propose to enter into must be reported to our Chief Legal
Officer (CLO) or Chief Accounting Officer (CAO), who will determine whether each reported transaction quali-
fies as a related person transaction. If so, then the CLO and CAO will submit the transaction for review and
approval by our Audit Committee. If our CLO and CAO determine that advance approval of a related person
transaction by the full Audit Committee is not practicable under the circumstances, then they will submit the
transaction to the Audit Committee chair for review and approval, and the full Audit Committee will review and
ratify the related person transaction at the next Committee meeting.
In addition, the Audit Committee will review annually any previously approved or otherwise already exist-
ing related person transaction that is ongoing in nature to ensure that such related person transaction has been
conducted in accordance with the Audit Committee’s previous approval, if any, and that all required disclosures
regarding the related person transaction are made.
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