Vistaprint 2007 Annual Report Download - page 128

making the recommendation has beneficially owned more than 5% of our common 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 Limited, Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, with a copy to
General Counsel, VistaPrint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421. Assuming that
appropriate biographical and background material has been provided on a timely basis, the 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.
Board of Directors Meetings and Committees
The Board of Directors has responsibility for establishing broad corporate policies and reviewing our overall
performance rather than day-to-day operations. The Board of Directors’ primary responsibility is to oversee the
management of VistaPrint and, in so doing, serve the best interests of the Company. Subject to oversight by the
Nominating and Corporate Governance Committee, the Board of Directors selects, evaluates and provides for the
succession of executive officers and the Board of Directors nominates for election at annual general shareholder
meetings individuals to serve as directors of VistaPrint and elects individuals to fill any vacancies on the Board
of Directors to the extent not filled by shareholders in general meetings. It reviews and approves corporate
objectives and strategies, and evaluates significant policies and proposed major commitments of corporate
resources. It participates in decisions that have a potential major economic impact on VistaPrint. Management
keeps the directors informed of Company activity through regular written reports and presentations at Board of
Directors and committee meetings.
The Board of Directors met four times in person in fiscal 2007. During fiscal 2007, each of our directors
who served as a director during fiscal 2007 attended 75% or more of the total number of meetings of the Board of
Directors and the committees of which such director was a member during the period of time he served on such
committee. The Board of Directors has standing Audit, Compensation and Nominating and Corporate
Governance Committees. Each committee has a charter that has been approved by the Board of Directors. Each
committee must review the appropriateness of its charter and perform a self-evaluation at least annually.
Mr. Keane is the only director who is an employee of VistaPrint and he does not participate in any meeting at
which his compensation is evaluated. All members of all committees are non-employee directors and the Board
of Directors has determined that all of the members of our three standing committees are independent as defined
under the rules of the Nasdaq Global Market, and, in the case of all members of the Audit Committee, the
independence requirements contemplated by Rule 10A-3 under the Exchange Act.
Our Board of Directors appoints, on a rotating basis, an independent director to serve as chairman of all
executive sessions of the independent directors of the Company.
Our Corporate Governance Guidelines, which were adopted in connection with our initial public offering,
set forth our policy that directors should attend annual general meetings of shareholders. All of our directors
attended our 2006 annual general meeting of shareholders.
Audit Committee
The current members of our Audit Committee are Messrs. Gavin (Chair), Ciporin and Riley. Mr. Page
served as Chairman of the Audit Committee from September 2000 until Mr. Gavin’s appointment to the
Committee in August 2006. The Board of Directors has determined that Mr. Gavin qualifies as an “audit
committee financial expert” under the rules of the SEC. The Audit Committee’s responsibilities include:
• appointing our independent registered public accounting firm, subject to shareholder ratification and
approval;
• approving the compensation of, and assessing the independence of, our registered public accounting
firm;
12