Vistaprint 2011 Annual Report Download - page 106

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Proxy Statement
PROPOSAL 9 — APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee has selected Ernst & Young LLP as our independent registered public accounting
firm for the fiscal year ending June 30, 2012. If this proposal is not approved by our shareholders at the
annual meeting, our Audit Committee will reconsider its selection of Ernst & Young LLP. We expect that a
representative of Ernst & Young LLP will attend the annual meeting, will be available to answer questions and
may make a statement if he or she wishes.
Our Management Board and Supervisory Board recommend that you vote FOR the appointment of Ernst &
Young LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012.
Independent Registered Public Accounting Firm Fees and Other Matters
The following table presents the aggregate fees and expenses billed for services rendered by Ernst &
Young LLP, our independent registered public accounting firm, for the fiscal years ended June 30, 2011 and
June 30, 2010. The amounts reported for each fiscal year represent the fees and expenses for services rendered
during the applicable fiscal year, regardless of when the fees and expenses were billed.
Fiscal 2011 Fiscal 2010
Audit Fees(1) ............................................ $ 897,592 $1,068,641
Audit-Related Fees(2) . . . ................................... 12,995 32,995
Tax Fees(3) .............................................. 553,453 421,063
All Other Fees ............................................ — —
Total Fees ............................................... $1,464,040 $1,522,699
(1) Audit fees and expenses consisted of fees and expenses billed for the audit of our financial statements for
the years ended June 30, 2011 and 2010, statutory audits of Vistaprint N.V. and certain of our subsidiaries,
and quarterly reviews of our financial statements. The audit fees for fiscal 2011 and 2010 also include fees
for professional services rendered for the audit of the effectiveness of internal control over financial report-
ing as promulgated by Section 404 of the U.S. Sarbanes-Oxley Act. For fiscal 2010, the audit fees and
expenses included work relating to our change of domicile to the Netherlands.
(2) Audit-related fees and expenses consisted of fees and expenses for services that are reasonably related to
the performance of the audit and the review of our financial statements and that are not reported under
“Audit Fees.” These services relate principally to the evaluation of our internal controls upon our imple-
mentation of an SAP system for fiscal 2010, consultations regarding financial accounting and reporting
matters, and fees for access to certain online accounting reference applications.
(3) Tax fees and expenses consisted of fees and expenses for tax compliance (including tax return preparation), tax
advice, tax planning and consultation services, and tax return preparation for expatriate employees. Tax compli-
ance services accounted for $79,003 and $68,540 of the total tax fees in fiscal 2011 and 2010, respectively.
Audit Committee’s Pre-approval Policy and Procedures
Our Audit Committee has adopted policies and procedures for the pre-approval of audit and non-audit
services for the purpose of maintaining the independence of our registered public accounting firm. We may
not engage the independent registered public accounting firm to render any audit or non-audit service unless
either the service is approved in advance by the Audit Committee or the engagement to render the service is
entered into pursuant to the Audit Committee’s pre-approval policies and procedures. From time to time, the
Audit Committee may pre-approve services that are expected to be provided to Vistaprint by the independent
registered public accounting firm during the following 12 months. Any such pre-approval is detailed as to the
particular service or type of services to be provided and is also subject to a maximum dollar amount. At
regularly scheduled meetings of the Audit Committee, management or the independent registered public
accounting firm report to the Audit Committee regarding services actually provided to Vistaprint.
During fiscal 2011, no services were provided to Vistaprint by Ernst & Young LLP other than in
accordance with the pre-approval policies and procedures described above.
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