Vistaprint 2007 Annual Report Download - page 127

and objectives, evaluating the performance of the Company and its executive officers and requiring,
approving and implementing senior executive officer succession plans;
• a majority of the members of the Board of Directors shall be independent directors;
• the independent directors shall meet at least twice a year in executive session;
• directors shall have full and free access to management and, as necessary and appropriate, independent
advisors;
• all directors are expected to participate in continuing director education on an ongoing basis; and
• at least annually the Nominating and Corporate Governance Committee shall oversee a self-evaluation
of the Board of Directors to determine whether the Board of Directors and its committees are
functioning effectively.
You can access the current charters for our Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee, our Corporate Governance Guidelines and our Code of Business Conduct
and Ethics at www.vistaprint.com or by writing to:
Investor Relations Department
VistaPrint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
Email: [email protected]
Determination of Independence
Under Nasdaq rules, directors only qualify as “independent directors” if, in the opinion of our Board of
Directors, they do not have a relationship that would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. The Board of Directors has determined that none of Daniel Ciporin,
John J. Gavin, Jr., George Overholser, Louis Page or Richard Riley has a relationship that would interfere with
the exercise of independent judgment in carrying out the responsibilities of a director and that each of these
directors is an “independent director” as defined under Rule 4200(a)(15) of the Nasdaq Stock Market, Inc.
Marketplace Rules.
Director Nomination Process
The process followed by our Nominating and Corporate Governance Committee to identify and evaluate
director candidates includes requests to 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 Board of Directors.
In considering whether to recommend any particular candidate for inclusion in the Board of Directors’ slate
of recommended director nominees, the Nominating and Corporate Governance Committee applies the criteria
set forth in our Corporate Governance Guidelines. These criteria include the candidate’s integrity, business
acumen, knowledge of our business and industry, experience, diligence, absence of any conflicts of interest and
the ability to act in the interests of all shareholders. The Committee does not assign specific weights to particular
criteria and no particular criterion is a prerequisite for each prospective nominee. We believe that the
backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of
experience, knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for
consideration as potential director candidates by submitting their names, together with appropriate biographical
information and background materials and a statement as to whether the shareholder or group of shareholders
Proxy Statement
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