Vistaprint 2008 Annual Report Download - page 175

derived) or of the voting rights available to members of the relevant body corporate with which the
Company is proposing to enter into a transaction or arrangement, in order to be deemed to have an
interest in a transaction or arrangement with the Company, provided that there shall be disregarded
any shares held by such Director as bare or custodian trustee and in which he has no beneficial
interest, any shares comprised in a trust in which the Director’s interest is in reversion or remainder
if and so long as some other person is entitled to receive the income thereof, and any shares
comprised in an authorised unit trust in which the Director is only interested as a unit holder. For the
purposes of this Bye-Law, an interest of a person who is connected with a Director shall be treated as
an interest of the Director.
POWERS AND DUTIES OF THE BOARD
93. Subject to the provisions of the Companies Acts and these Bye-Laws the Board shall manage the business
of the Company and may pay all expenses incurred in promoting and incorporating the Company and may
exercise all the powers of the Company not required by the Companies Act to be exercised by the
shareholders in general meeting, including disposing of all of its assets or business, or presenting a petition
for its winding up. No alteration of these Bye-Laws and no such direction shall invalidate any prior act of
the Board which would have been valid if that alteration had not been made or that direction had not been
given. The powers given by this Bye-Law shall not be limited by any special power given to the Board by
these Bye-Laws and a meeting of the Board at which a quorum is present shall be competent to exercise all
the powers, authorities and discretions for the time being vested in or exercisable by the Board.
94. The Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or
any part of the undertaking, property and assets (present and future) and uncalled capital of the Company
and to issue debentures and other securities, whether outright or as collateral security for any debt, liability
or obligation of the Company or of any other persons.
95. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or
transferable or not, and all receipts for money paid to the Company shall be signed, drawn, accepted,
endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time
by resolution determine.
FEES, GRATUITIES AND PENSIONS
96. 96.1 The ordinary remuneration of the Directors for their services (excluding amounts payable under any
other provision of these Bye-Laws) shall be determined by the Board and each such Director shall be
paid a fee (which shall be deemed to accrue from day to day) at such rate as may from time to time
be determined by the Board. Each Director may be paid his reasonable travel, hotel and incidental
expenses in attending and returning from meetings of the Board or committees constituted pursuant
to these Bye-Laws or general meetings and shall be paid all expenses properly and reasonably
incurred by him in the conduct of the Company’s business or in the discharge of his duties as a
Director. Any Director who, by request, goes or resides abroad for any purposes of the Company or
who performs services which in the opinion of the Board go beyond the ordinary duties of a Director
may be paid such extra remuneration (whether by way of salary, commission, participation in profits
or otherwise) as the Board may determine, and such extra remuneration shall be in addition to any
remuneration provided for by or pursuant to any other Bye-Law.
96.2 In addition to its powers under Bye-Law 96.1 the Board may (by establishment of or maintenance of
schemes or otherwise) provide additional benefits, including but not limited to the payment of
gratuities or pensions or by the issue of shares or other securities of the Company or any subsidiary
of the Company, or options or rights to acquire such shares or other securities, on such terms as the
Proxy Statement
A-23