Vistaprint 2008 Annual Report Download - page 124

CORPORATE GOVERNANCE
General
We believe that good corporate governance is important to ensure that VistaPrint is managed for the long-
term benefit of our shareholders. The Board of Directors has adopted corporate governance guidelines to assist
the Board of Directors in the exercise of its duties and responsibilities and to serve the best interests of our
Company and our shareholders. These guidelines, which provide a framework for the conduct of the Board of
Director’s business, provide, among other things, that:
• the principal responsibility of the directors is to oversee our management, including, among other
things, reviewing and approving fundamental operating, financial and other corporate plans, strategies
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 employees and, as necessary and
appropriate, to hire and consult with 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]
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and
employees, including our principal executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. We have posted a current copy of the code on our website,
www.vistaprint.com. In addition, we intend to post on our website all disclosures that are required by law or
Nasdaq stock market listing standards concerning any amendments to, or waivers from, any provision of the
code.
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.
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