Vistaprint 2007 Annual Report Download - page 129
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• overseeing the work of our independent registered public accounting firm, including the receipt and
consideration of certain reports from the firm;
• reviewing and discussing with management and our independent registered public accounting firm our
annual and quarterly financial statements and related disclosures;
• monitoring our internal control over financial reporting, disclosure controls and procedures and code of
business conduct and ethics;
• establishing procedures for the receipt and retention of accounting related complaints and concerns;
• reviewing and approving all related party transactions;
• in conjunction with our Chief Executive Officer, evaluating the performance of our Chief Financial
Officer;
• 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 nine times during fiscal 2007.
Compensation Committee
The current members of the Compensation Committee are Messrs. Overholser and Page. The Compensation
Committee’s responsibilities include:
• reviewing and approving, or making recommendations to the Board of Directors with respect to, the
compensation of our Chief Executive Officer and our other executive officers;
• overseeing and administering our cash and equity incentive plans;
• reviewing and making recommendations to the Board of Directors with respect to director
compensation;
• preparing the Compensation Committee report included in this proxy statement.
The processes and procedures followed by our Compensation Committee in considering and determining
executive and director compensation are described below under the headings “Compensation Committee
Approach” and “Compensation of Directors.”
The Compensation Committee met seven times during fiscal 2007.
Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Messrs. Ciporin and
Riley. The responsibilities of the Nominating and Corporate Governance Committee include:
• identifying individuals qualified to become Board of Directors members;
• recommending to the Board of Directors the persons to be nominated for election as directors and to
each of the Board of Directors’ Committees;
• overseeing an annual review by the Board of Directors with respect to succession planning for the Chief
Executive Officer and other executive officers;
• reviewing the adequacy of out corporate governance guidelines; and
• overseeing an annual evaluation of the Board of Directors.
The processes and procedures followed by the Nominating and Corporate Governance Committee in
identifying and evaluating director candidates are described above under the heading “Director Nomination
Process.”
The Nominating and Corporate Governance Committee met four times during fiscal 2007.
Proxy Statement
13