Vistaprint 2008 Annual Report Download - page 125

In determining the independence of the directors listed above, our Board of Directors considered the
registration rights that have been granted to certain of our directors as discussed in the section captioned “Certain
Relationships and Related Transactions.”
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 Nominating and Corporate Governance 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
for nominating directors set forth as an attachment to our Corporate Governance Guidelines. These criteria
include among others 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 Nominating and Corporate Governance 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
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 Nominating and
Corporate Governance 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 and its shareholders. 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, after considering the
recommendation of the Nominating and Corporate Governance Committee 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 six times in person in fiscal 2008. During fiscal 2008, each of our directors who
served as a director during fiscal 2008 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, with the exception of Mr. Ciporin who attended four of the six meetings of the Board of Directors.
Proxy Statement
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