Vistaprint 2011 Annual Report Download - page 112

Proxy Statement
Each of our Supervisory Board and Management Board has its own chairman. The Chairman of our
Supervisory Board is Mr. Riley, an independent, non-employee supervisory director, and the Chairman of our
Management Board is Mr. Keane, who is also our Chief Executive Officer and President.
Governance Guidelines
We believe that good corporate governance is important to ensure that Vistaprint is managed for the long-
term benefit of our stakeholders, including but not limited to our shareholders. The Management Board and
Supervisory Board have adopted Rules to assist each Board in the exercise of its duties and responsibilities
and to serve the best interests of Vistaprint and our stakeholders. The Rules for each Board provide a
framework for the conduct of each Board’s business.
Among other things, the Rules for the Supervisory Board provide that:
• a majority of the members of the Supervisory Board must be independent directors, except as permitted
by NASDAQ rules;
• the independent supervisory directors must meet at least twice a year in executive session;
• supervisory directors have full and free access to management and employees and, as necessary and
appropriate, to hire and consult with independent advisors;
• all supervisory directors are expected to participate in a mandatory orientation program and continuing
director education on an ongoing basis; and
• at least annually the Nominating and Corporate Governance Committee is required to oversee a self-
evaluation of the Supervisory Board to determine whether the Supervisory Board and its committees
are functioning effectively.
Among other things, the Rules for the Management Board provide that:
• the Management Board is responsible for determining that effective systems are in place for the
periodic and timely reporting to the Supervisory Board on important matters concerning Vistaprint and
its subsidiaries;
• the Management Board must hold at least four meetings annually; and
• at least annually the Supervisory Board is required to conduct an evaluation of the Management Board
to determine whether the Management Board is functioning effectively.
You can access our Rules for the Supervisory Board, our Rules for the Management Board, our Code of
Business Conduct and Ethics and the current charters for our Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee at www.vistaprint.com or by writing to:
Investor Relations
c/o Vistaprint USA, Incorporated
95 Hayden Avenue
Lexington, MA 02421
USA
Email: [email protected]
In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Vistaprint. The Dutch Code
emphasizes the principles of integrity, transparency and accountability as the primary means of achieving good
corporate governance. The Dutch Code includes certain principles of good corporate governance, supported by
“best practice” provisions, and our Management Board and Supervisory Board agree with the fundamental
principles of the Dutch Code. However, as a company whose ordinary shares are traded on NASDAQ, we are
subject to the corporate governance rules of the NASDAQ Stock Market and U.S. securities laws, and we may
also choose to follow certain market practices that are common for NASDAQ-traded companies. Some of the
U.S. corporate governance rules and market practices that we are required to or choose to follow conflict, in
whole or in part, with the best practice provisions of the Dutch Code. As a result, we do not apply some of
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