Vistaprint 2010 Annual Report Download - page 125

Based on its discussions with, and its review of the representations and information provided by,
management and Ernst & Young LLP, the Audit Committee recommended to the Supervisory Board that the
audited consolidated financial statements be included in Vistaprint’s Annual Report on Form 10-K for the
fiscal year ended June 30, 2010. The Audit Committee and Supervisory Board also have selected, subject to
appointment by the shareholders, Ernst & Young LLP as Vistaprint’s independent registered public accounting
firm for the fiscal year ending June 30, 2011.
This Audit Committee Report is not incorporated by reference to any of our previous or future filings
with the SEC, unless any such filing explicitly incorporates this Report.
Audit Committee of the Supervisory Board
John J. Gavin, Jr., Chairman
Louis R. Page
Richard T. Riley
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 advanced 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;
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