Vistaprint 2008 Annual Report Download - page 149

Indemnity
The Amendment Act clarifies the position regarding a Bermuda company’s ability to fund the costs of
defending proceedings against directors and officers in circumstances where there have been allegations of fraud
or dishonesty against them. The new legislation makes it clear that a company may advance monies to a director
or officer of the company for the cost of defending any civil or criminal action involving allegations of fraud or
dishonesty, on condition that such director or officer must repay the advanced amounts if the allegations are
proved. The proposed Amended Bye-laws provide that we shall advance expenses incurred in defending any civil
or criminal action for which indemnification is required under the Amended Bye-laws, upon receipt of an
undertaking by the affected person to repay any such advance if the allegations of fraud or dishonesty are
subsequently proved.
Text of the Proposed Second Amended and Restated Bye-laws
The proposed Second Amended and Restated Bye-laws are attached to this proxy statement as Appendix A.
The summaries of the amendments are qualified in their entirety by reference to the text set forth in Appendix A,
which text is hereby incorporated herein by reference.
PROPOSAL 3—RATIFICATION AND APPROVAL OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Ernst & Young LLP, independent registered public accounting firm, as
our auditors for the fiscal year ending June 30, 2009. If this proposal is not approved by our shareholders at the
annual meeting, our Audit Committee will reconsider its selection of Ernst & Young LLP.
Our Board of Directors recommends that you vote FOR the ratification and approval of the selection of
Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 30,
2009.
Independent Registered Public Accounting Firm Fees and Other Matters
The following table presents the aggregate fees and expenses billed for services rendered by Ernst & Young
LLP, our independent registered public accounting firm, for the fiscal years ended June 30, 2008 and June 30,
2007.
Fiscal 2008 Fiscal 2007
Audit Fees and Expenses(1)(2) ............................................... $603,750 $616,000
Audit-Related Fees and Expenses(2)(3) ........................................ 16,500 14,600
Tax Fees and Expenses(2)(4) ................................................ 179,881 279,000
All Other Fees and Expenses ................................................ — —
Total Fees and Expenses .................................................... $800,131 $909,600
(1) Audit fees and expenses consisted of fees and expenses billed for the audit of our financial statements for
the years ended June 30, 2008 and 2007, statutory audits of certain of our subsidiaries, and quarterly reviews
of our financial statements. Audit fees for fiscal 2008 and 2007 also include fees for professional services
rendered for the audits of (i) management’s assessment of the effectiveness of internal control over financial
reporting and (ii) the effectiveness of internal control over financial reporting both as promulgated by
Section 404 of the Sarbanes-Oxley Act.
(2) Includes fees and expenses for services rendered during the applicable fiscal year, notwithstanding when the
fees and expenses were billed.
Proxy Statement
37