Vistaprint 2008 Annual Report Download - page 126

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. The Audit
Committee must review the appropriateness of its charter at least annually and the Compensation and
Nominating and Corporate Governance Committee review their respective charters from time to time as they
deem appropriate. Each committee must 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
Nasdaq Stock Market, Inc. Marketplace Rules, 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 2007 annual general meeting of shareholders.
Audit Committee
The current members of our Audit Committee are Messrs. Gavin (Chair), Ciporin and Riley. 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 (or recommending the Board of Directors assess) the
independence of, our registered public accounting firm;
• 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, retention and treatment 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 2008.
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