Vistaprint 2009 Annual Report Download - page 136

In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Vistaprint. The Dutch Code
emphasizes the principles of integrity, transparency and accountability as the primary means of achieving good
corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by
“best practice” provisions, and our Management Board and Supervisory Board agree with the fundamental
principles of the Dutch Code. However, some of the best practice provisions of the Dutch Code conflict, in whole
or in part, with the corporate governance rules of the NASDAQ Stock Market and U.S. securities laws that apply
to us as a company whose ordinary shares are traded on NASDAQ. As a result, we are not able to apply some of
the Dutch best practice provisions. In accordance with the Dutch Code’s compliance principle of “apply or
explain,” which permits Dutch companies to be fully compliant with the Dutch Code either by applying the
Dutch best practices or by explaining why the company has chosen not to apply certain of the best practices, we
will disclose in our Dutch annual report for the fiscal year 2010 to what extent we do not apply provisions of the
Dutch Code, together with the reasons for those deviations.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and
employees, a current copy of which is posted on our website, www.vistaprint.com. In addition, we intend to post
on our website all disclosures that are required by law or NASDAQ stock market listing standards concerning
any amendments to, or waivers from, any provision of the code.
Determination of Independence
Under NASDAQ rules, supervisory directors only qualify as “independent directors” if, in the opinion of
our Supervisory Board, they do not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. The Supervisory Board has determined that none of its
members has a relationship that would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director and that all of its members are “independent directors” as defined under NASDAQ’s
Marketplace Rules.
Supervisory Director Nomination Process
The process followed by our Nominating and Corporate Governance Committee to identify and evaluate
candidates for members of our Supervisory Board includes requests to directors and others for recommendations,
meetings from time to time to evaluate biographical information and background material relating to potential
candidates and interviews of selected candidates by members of the Nominating and Corporate Governance
Committee and the Supervisory Board.
In considering whether to recommend any particular candidate for inclusion in the Supervisory Board’s slate
of nominees, the Nominating and Corporate Governance Committee applies, among other things, the criteria for
nominating directors set forth as an attachment to the Rules for the Supervisory Board. These criteria include
among others the candidate’s integrity, business acumen, knowledge of our business and industry, experience,
diligence, absence of any conflicts of interest and the ability to act in the interests of all of Vistaprint’s
stakeholders. The Nominating and Corporate Governance Committee does not assign specific weights to
particular criteria, and no particular criterion is a prerequisite for each prospective nominee. We believe that the
backgrounds and qualifications of our supervisory directors, considered as a group, should provide a composite
mix of experience, knowledge and abilities that will allow the Supervisory Board to fulfill its responsibilities.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for
consideration as potential candidates for the Supervisory Board by submitting their names, together with
appropriate biographical information and background materials and a statement as to whether the shareholder or
group of shareholders making the recommendation has beneficially owned more than 5% of our ordinary shares
for at least a year as of the date such recommendation is made, to Nominating and Corporate Governance
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