Vistaprint 2011 Annual Report Download - page 114

Proxy Statement
Governance Committee does not assign specific weights to particular criteria, and no particular criterion other
than integrity and good character is a prerequisite for each prospective nominee.
We believe that the backgrounds and qualifications of our supervisory directors, considered as a group,
should provide a composite mix of experience, knowledge and abilities that will allow the Supervisory Board
to fulfill its responsibilities. Accordingly, the Nominating and Corporate Governance Committee seeks
nominees with a broad diversity of experience, professions, skills and backgrounds.
Shareholders may recommend individuals to the Nominating and Corporate Governance Committee for
consideration as potential candidates for the Supervisory Board by submitting their names, together with
appropriate biographical information and background materials and a statement as to whether the shareholder
or group of shareholders making the recommendation has beneficially owned more than 5% of our ordinary
shares for at least a year as of the date such recommendation is made, to Nominating and Corporate
Governance Committee, c/o Corporate Secretary, Vistaprint N.V., Hudsonweg 8, 5928 LW Venlo, the
Netherlands, with a copy to General Counsel, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington,
MA 02421 USA. Assuming that appropriate biographical and background material has been provided on a
timely basis, the Nominating and Corporate Governance Committee will evaluate shareholder-recommended
candidates by following substantially the same process, and applying substantially the same criteria, as it
follows for candidates submitted by others.
If the Supervisory Board does not submit a binding nomination for a supervisory director position, then
the shareholders represented at the general meeting may select a nominee. The shareholders may appoint such
a nominee as a member of the Supervisory Board by the vote of at least two thirds of the votes cast at the
meeting representing more than half of our share capital.
Supervisory Board Meetings and Committees
During our 2011 fiscal year, our Supervisory Board met four times, and each of our supervisory directors
attended at least 89% of the total number of meetings of the Supervisory Board and the committees of which
such director was a member during the period of time he served on such committee. In addition, it is our
policy that one or more of our supervisory directors should attend annual general meetings of shareholders to
the extent practicable. Four of our supervisory directors attended our 2010 annual general meeting of
shareholders.
The Supervisory Board has standing Audit, Compensation and Nominating and Corporate Governance
Committees. Each committee has a charter that has been approved by the Supervisory Board. The Audit
Committee must review the appropriateness of its charter at least annually, and the Compensation and
Nominating and Corporate Governance Committees review their respective charters from time to time as they
deem appropriate. Each committee must perform a self-evaluation at least annually. All members of all
committees are non-employee supervisory directors, and the Supervisory Board has determined that all of the
members of our three standing committees are independent as defined under NASDAQ’s Marketplace Rules
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;
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