Vistaprint 2009 Annual Report Download - page 137

Committee, c/o Corporate Secretary, Vistaprint N.V., Hudsonweg 8, 5928 LW Venlo, the Netherlands, with a
copy to General Counsel, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421 USA.
Assuming that appropriate biographical and background material has been provided on a timely basis, the
Nominating and Corporate Governance Committee will evaluate shareholder-recommended candidates by
following substantially the same process, and applying substantially the same criteria, as it follows for candidates
submitted by others.
If the Supervisory Board does not submit a binding nomination for a director position, then the shareholders
represented at the general meeting may select a nominee. The shareholders may appoint such a nominee as a
member of the Supervisory Board by the vote of at least two-thirds of the votes cast at the meeting representing
more than half of our share capital.
Shareholders also have the right under our articles of association to nominate candidates for our Supervisory
Board directly, without any action or recommendation by our Nominating and Corporate Governance Committee
or Supervisory Board, by following the procedures described under “INFORMATION ABOUT THE ANNUAL
MEETING AND VOTING—How and when may I submit a shareholder proposal, including a shareholder
nomination for supervisory director, for the 2010 annual general meeting?”
Supervisory Board Meetings and Committees
The Board of Directors of Vistaprint Limited met five times in person in fiscal 2009. During fiscal 2009,
each of our directors who served as a director during fiscal 2009 attended more than 80% of the total number of
meetings of the Board and the committees of which such director was a member during the period of time he
served on such committee. In addition, it is our policy that one or more of our supervisory directors should attend
annual general meetings of shareholders to the extent practicable. Five of our directors attended our 2008 annual
general meeting of shareholders.
The Supervisory Board currently has, and the Vistaprint Limited Board of Directors had at all times since
our initial public offering in 2005, standing Audit, Compensation and Nominating and Corporate Governance
Committees. Each committee has a charter that has been approved by the Supervisory Board. The Audit
Committee must review the appropriateness of its charter at least annually, and the Compensation and
Nominating and Corporate Governance Committees review their respective charters from time to time as they
deem appropriate. Each committee must perform a self-evaluation at least annually. All members of all
committees are non-employee directors, and the Supervisory Board has determined that all of the members of our
three standing committees are independent as defined under NASDAQ’s Marketplace Rules and, in the case of
all members of the Audit Committee, the independence requirements contemplated by SEC rules.
Richard T. Riley, an independent director, is Chairman of our Supervisory Board.
Audit Committee
The current members of our Audit Committee are Messrs. Gavin (Chair), Page and Riley. Our Supervisory
Board has determined that Mr. Gavin qualifies as an “audit committee financial expert” under SEC rules. The
Audit Committee’s responsibilities include:
• retaining our independent registered public accounting firm, subject to shareholder ratification and
approval;
• approving the compensation of, and assessing (or recommending that the Supervisory Board assess) the
independence of, our registered public accounting firm;
• overseeing the work of our independent registered public accounting firm, including the receipt and
consideration of certain reports from the firm;
• coordinating the Supervisory Board’s oversight of our internal control over financial reporting,
disclosure controls and procedures and code of business conduct and ethics;
Proxy Statement
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