Vistaprint 2008 Annual Report Download - page 127

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 coordinating the evaluation of our Chief Executive Officer;
• overseeing and administering our cash and equity incentive plans;
• reviewing and making recommendations to the Board of Directors with respect to director
compensation;
• reviewing and discussing with management the “Compensation Discussion and Analysis” and
considering whether to recommend to the Board of Directors that the “Compensation Discussion and
Analysis” be included in the proxy statement; and
• 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 2008.
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 our 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 2008.
Communicating with the Independent Directors
The Board of Directors will give appropriate attention to written communications that are submitted by
shareholders, and will respond if and as appropriate. The Nominating and Corporate Governance Committee,
with the assistance of the Company’s General Counsel, is primarily responsible for monitoring communications
from shareholders and for providing copies or summaries to the other directors as its members consider
appropriate.
Proxy Statement
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