Vistaprint 2011 Annual Report Download - page 115
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• 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 2011.
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 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 five times during fiscal 2011.
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;
• recommending to the Supervisory Board the persons to be nominated for appointment as members of
the Supervisory Board and the Management Board and to each of the Supervisory Board’s committees;
• overseeing an annual review by the Supervisory Board with respect to succession planning for the Chief
Executive Officer and other executive officers;
• overseeing an annual evaluation of the Supervisory Board, the Management Board and all committees
of the Supervisory Board to determine whether each is functioning effectively; and
• reviewing and assessing the adequacy of the Rules of the Supervisory Board and of the Management
Board.
The Nominating and Corporate Governance Committee met four times during fiscal 2011.
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