Vistaprint 2013 Annual Report Download - page 126

When considering a proposed related person transaction, the Audit Committee will review and consider, to
the extent appropriate for the circumstances:
‰the related person’s interest in the related person transaction;
‰the approximate dollar value of the amount involved in the related person transaction;
‰the approximate dollar value of the amount of the related person’s interest in the transaction without
regard to the amount of any profit or loss;
‰whether the transaction was undertaken in the ordinary course of business;
‰whether the transaction with the related person is entered into on terms no less favorable to us than terms
that could have been reached with an unrelated third party;
‰the purpose of, and the potential benefits to us of, the transaction; and
‰any other information regarding the related person transaction or the related person that would be material
to investors in light of the circumstances of the particular transaction.
The Audit Committee will review all relevant information available to it about the related person trans-
action. The Audit Committee may approve or ratify the related person transaction only if the Committee
determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best interests.
The Committee may, in its sole discretion, impose conditions as it deems appropriate on us or the related person
in connection with approval of the related person transaction.
In addition, under Dutch law, any member of our Supervisory Board or Management Board who has a con-
flict of interest is required to disclose that conflict to the Chairman of the Supervisory Board and to abstain from
voting on any resolution involving, or participating in any board discussion of, the conflict.
Related Person Transaction
During fiscal 2013, there was one related person transaction, as defined under SEC rules: Katryn Blake’s
brother-in-law has been an employee of Vistaprint since 2007, and he received cash compensation of approx-
imately $161,000 for fiscal 2013. The Audit Committee has reviewed this relationship and concluded that it is
not inconsistent with our best interests and does not constitute a conflict of interest.
Communicating with the Supervisory Board
Our Supervisory Board will give appropriate attention to written communications that are submitted by
shareholders, and will respond if and as appropriate. The chair of the Nominating and Corporate Governance
Committee, with the assistance of Vistaprint’s Chief Legal Officer, is primarily responsible for monitoring
communications from shareholders and for providing copies or summaries to the other supervisory directors as
its members consider appropriate.
The chair of the Nominating and Corporate Governance Committee will forward communications to all
supervisory directors if the communications relate to substantive matters and include suggestions or comments
that he considers to be important for the supervisory directors to know. In general, the chair is more likely to
forward communications relating to corporate governance and corporate strategy than communications relating
to ordinary business affairs, personal grievances, and matters as to which Vistaprint may receive repetitive or
duplicative communications.
Shareholders who wish to send communications on any topic to our Supervisory Board should address such
communications to:
Supervisory Board
c/o Corporate Secretary
Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
Proxy Statement
29