Vistaprint 2010 Annual Report Download - page 123
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and, in the case of all members of the Audit Committee, the independence requirements contemplated by SEC
rules.
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, and all three Audit Committee members meet the SEC’s independence criteria for audit committee
members. 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;
• establishing procedures for the receipt, retention and treatment of accounting-related complaints and
concerns;
• reviewing and approving all related party transactions;
• meeting independently with our independent registered public accounting firm and management; and
• preparing the Audit Committee report included in this proxy statement.
The Audit Committee met nine times during fiscal 2010.
Compensation Committee
The current members of the Compensation Committee are Messrs. Overholser (Chair), Gyenes and Page.
The Compensation Committee’s responsibilities include:
• reviewing and approving, or making recommendations to the Supervisory Board with respect to, the
compensation of our Chief Executive Officer and our other named executive officers;
• overseeing and coordinating the evaluation of our Chief Executive Officer;
• overseeing and administering our cash and equity incentive plans;
• reviewing and making recommendations to the Supervisory Board with respect to supervisory director
compensation;
• reviewing and discussing with management the “Compensation Discussion and Analysis” section of the
proxy statement and considering whether to recommend to the Supervisory Board that the “Compensa-
tion Discussion and Analysis” be included in the proxy statement; and
• preparing the Compensation Committee report included in this proxy statement.
The Compensation Committee met four times during fiscal 2010.
Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Messrs. Riley (Chair),
Gyenes and Thomas. The responsibilities of the Nominating and Corporate Governance Committee include:
• identifying individuals qualified to become Supervisory Board members;
18