Vistaprint 2009 Annual Report Download - page 135

CORPORATE GOVERNANCE
Board Structure
We have a two-tiered board structure consisting of a Supervisory Board and a Management Board. The
Supervisory Board consists of our independent, non-employee directors, and the Management Board consists of
managing directors who are also executive officers. The principal responsibility of the members of the
Supervisory Board is to oversee the Management Board and the management of Vistaprint and, in so doing, serve
the best interests of Vistaprint and its stakeholders. The principal responsibility of the members of the
Management Board is to manage Vistaprint, which means, among other things, that it is responsible for
implementing Vistaprint’s aims and strategy, managing Vistaprint’s associated risk profile, operating Vistaprint’s
business on a day-to-day basis and addressing corporate social responsibility issues that are relevant to the
enterprise. The Management Board is accountable to the Supervisory Board and to our shareholders.
Governance Guidelines
We believe that good corporate governance is important to ensure that Vistaprint is managed for the long-term
benefit of our stakeholders, including our shareholders. The Management Board and Supervisory Board have adopted
Rules to assist each Board in the exercise of its duties and responsibilities and to serve the best interests of Vistaprint
and our shareholders. The Rules for each Board provide a framework for the conduct of each Board’s business.
Among other things, the Rules for the Supervisory Board provide that:
• a majority of the members of the Supervisory Board shall be independent directors, except as permitted
by NASDAQ rules;
• the independent directors shall meet at least twice a year in executive session;
• directors have full and free access to management and employees and, as necessary and appropriate, to
hire and consult with independent advisors;
• all directors are expected to participate in a mandatory orientation program and continuing director
education on an ongoing basis; and
• at least annually the Nominating and Corporate Governance Committee shall oversee a self-evaluation
of the Supervisory Board to determine whether the Supervisory Board and its committees are
functioning effectively.
Among other things, the Rules for the Management Board provide that:
• the Management Board is responsible for determining that effective systems are in place for the periodic
and timely reporting to the Supervisory Board on important matters concerning Vistaprint and its
subsidiaries;
• the Management Board shall hold at least four meetings annually;
• members of the Management Board have full and free access to officers and employees and, as
necessary and appropriate, to hire and consult with independent advisors; and
• at least annually the Supervisory Board shall conduct an evaluation of the Management Board to
determine whether the Management Board is functioning effectively.
You can access the current charters for our Audit Committee, Compensation Committee and Nominating
and Corporate Governance Committee, our Rules for the Supervisory Board, our Rules for the Management
Board and our Code of Business Conduct and Ethics at www.vistaprint.com or by writing to:
Investor Relations Department
c/o Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
Email: [email protected]
Proxy Statement
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