Vistaprint 2009 Annual Report Download - page 140

Certain Relationships and Related Transactions
Policies and Procedures for Related Party Transactions
We have a written related person transaction policy that sets forth the policies and procedures for the review
and approval or ratification of related person transactions. This policy covers any transaction, arrangement or
relationship, or any series of similar transactions, arrangements or relationships in which we are a participant, the
amount involved exceeds $25,000, and a related person has a direct or indirect material interest, including,
without limitation, purchases of goods or services by or from the related person or entities in which the related
person has a material interest, indebtedness, guarantees of indebtedness, and employment by us of a related
person. A related person is any person who is or was a member of our Management Board or Supervisory Board
at any time since the beginning of our most recently completed fiscal year, the beneficial holder of more than 5%
of any class of our voting securities, or an immediate family member of anyone described in this sentence.
All related person transactions that we propose to enter into must be reported to our General Counsel, and
whenever practicable, our Audit Committee will review and approve the proposed transaction in accordance with
our policy, before the transaction becomes effective or is consummated. If our General Counsel determines that
advance approval of a related person transaction is not practicable under the circumstances, then our Audit
Committee will review and, in its discretion, may ratify the related person transaction at the next meeting of the
Audit Committee, or at the next meeting after the date that the related person transaction comes to the attention
of our General Counsel. Our General Counsel may also present a related person transaction that arises between
Audit Committee meetings to the Audit Committee chair, who will review and may approve the related person
transaction, subject to ratification by the full Audit Committee at its next meeting.
In addition, the Audit Committee will review annually any previously approved or otherwise already
existing related person transaction that is ongoing in nature to ensure that such related person transaction has
been conducted in accordance with the Audit Committee’s previous approval, if any, and that all required
disclosures regarding the related person transaction are made.
When considering a proposed related person transaction, the Audit Committee will review and consider, to
the extent appropriate for the circumstances:
• the related person’s interest in the related person transaction;
• the approximate dollar value of the amount involved in the related person transaction;
• the approximate dollar value of the amount of the related person’s interest in the transaction without
regard to the amount of any profit or loss;
• whether the transaction was undertaken in the ordinary course of business;
• whether the transaction with the related person is entered into on terms no less favorable to us than
terms that could have been reached with an unrelated third party;
• the purpose of, and the potential benefits to us of, the transaction; and
• any other information regarding the related person transaction or the related person that would be
material to investors in light of the circumstances of the particular transaction.
The Audit Committee will review all relevant information available to it about the related person
transaction. The Audit Committee may approve or ratify the related person transaction only if the Committee
determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best interests.
The Committee may, in its sole discretion, impose conditions as it deems appropriate on us or the related person
in connection with approval of the related person transaction.
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