Vistaprint 2014 Annual Report Download - page 118

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& Young’s satisfaction, would have caused Ernst & Young to make reference to the subject matter thereof in connection
with its reports for such years; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
Our Management Board and Supervisory Board recommend that you vote FOR the appointment of
PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending
June 30, 2015.
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, 2014 and June 30, 2013. 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 2014 Fiscal 2013
Audit Fees(1) ...................................................................................................................................... $ 2,196,600 $ 1,256,885
Audit-Related Fees(2) ........................................................................................................................ 31,300 17,300
Tax Fees(3) ........................................................................................................................................ 373,300 1,362,900
All Other Fees .................................................................................................................................... ——
Total Fees .......................................................................................................................................... $ 2,601,200 $ 2,637,085
_____________
(1) Audit fees and expenses consisted of fees and expenses billed for the audit of our financial statements for the years ended
June 30, 2014 and 2013, statutory audits of Vistaprint N.V. and certain of our subsidiaries, quarterly reviews of our financial
statements, and the audit of the effectiveness of internal control over financial reporting as promulgated by Section 404 of
the U.S. Sarbanes-Oxley Act. The audit fees and expenses for fiscal 2014 reflect the impact of two acquisitions as well as
fees for other non-recurring transactions.
(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 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. Tax compliance services (assistance with tax returns, tax audits and appeals) accounted
for $210,725 and $265,000 of the total tax fees in fiscal 2014 and 2013, 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 pre-approves 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 2014, Ernst & Young LLP did not provide any other services to Vistaprint other than in accordance with
the pre-approval policies and procedures described above.
OTHER MATTERS
Our Management Board and Supervisory Board do not know of any other matters that may come before the annual
meeting. However, if any other matters are properly presented to the annual meeting, then, to the extent permitted by
applicable law, the persons named as proxies may vote, or otherwise act, in accordance with their judgment on such
matters.