Vistaprint 2008 Annual Report Download - page 176

Board may determine, or by insurance or otherwise, for any past or present Director or employee of
the Company or any of its subsidiaries or any body corporate associated with, or any business
acquired by, any of them, and for any member of his family (including a spouse and a former
spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to
hold such office or employment) contribute to any fund and pay premiums for the purchase or
provision of any such benefit.
96.3 No Director or former Director shall be accountable to the Company or the Shareholders for any
benefit provided pursuant to this Bye-Law and the receipt of any such benefit shall not disqualify
any person from being or becoming a Director of the Company.
DELEGATION OF THE BOARD’S POWERS
97. The Board may by power of attorney or otherwise by a duly authorised resolution of the Board, appoint
any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly
by the Board, to be the attorney, attorneys or agents of the Company for such purposes and with such
powers, authorities and discretions, including the authority to further delegate (not exceeding those vested
in or exercisable by the Board under these Bye-Laws) and for such period and subject to such conditions as
it may think fit, and any such power of attorney may contain such provisions for the protection and
convenience of persons dealing with any such attorney and of such attorney as the Board may think fit, and
may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions
vested in him. Such attorney may, if so authorised by the power of attorney, execute any deed, instrument
or other document on behalf of the Company.
98. The Board may entrust to and confer upon any Director, Officer or, without prejudice to the provisions of
Bye-Law 99, other individual any of the powers exercisable by it upon such terms and conditions with
such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may
from time to time revoke or vary all or any of such powers but no person dealing in good faith and without
notice of such revocation or variation shall be affected thereby.
99. When required under the requirements from time to time of any stock exchange on which the shares of the
Company are listed, the Board shall appoint an Audit Committee, a Nominating and Corporate Governance
Committee and a Compensation Committee in accordance with the requirements of such stock exchange.
The Board also may delegate any of its powers, authorities and discretions to any other committees,
consisting of such person or persons (whether a member or members of its body or not) as it thinks fit. Any
committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, and in
conducting its proceedings conform to any regulations which may be imposed upon it by the Board. If no
regulations are imposed by the Board the proceedings of a committee with two or more members shall be,
as far as is practicable, governed by the Bye-Laws regulating the proceedings of the Board, provided
always that unless the Board otherwise determines, the quorum of such committees shall be two
(2) persons.
PROCEEDINGS OF THE BOARD
100. The Board may meet for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks
fit. Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality
of votes, the motion shall be deemed to have been lost. The Chairman or two (2) or more Directors may,
and the Secretary on the requisition of such Directors or Chairman shall, at any time summon a meeting of
the Board.
101. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to him
personally or by word of mouth or sent to him by post, cable, telex, telecopier, email or other mode of
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