Vistaprint 2011 Annual Report Download - page 117

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;
• whether the transaction with the related person is entered into on terms no less favorable to us than
terms that could have been reached with an unrelated third party;
• the purpose of, and the potential benefits to us of, the transaction; and
• any other information regarding the related person transaction or the related person that would be
material to investors in light of the circumstances of the particular transaction.
The Audit Committee will review all relevant information available to it about the related person
transaction. The Audit Committee may approve or ratify the related person transaction only if the Committee
determines that, under all of the circumstances, the transaction is in or is not inconsistent with our best
interests. The Committee may, in its sole discretion, impose conditions as it deems appropriate on us or the
related person in connection with approval of the related person transaction.
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