Vistaprint 2014 Annual Report Download - page 123

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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 also 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 the Dutch best practice provisions. In accordance with the
Dutch Code’s compliance principle of “apply or explain,” which permits Dutch companies to be fully compliant with the
Dutch Code either by applying the Dutch best practices or by explaining why the company has chosen not to apply
certain of the best practices, we are disclosing in our Dutch annual report that accompanies our Annual Accounts to
what extent we do not apply provisions of the Dutch Code, together with the reasons for those deviations.
Code of Business Conduct
We have adopted a written code of business conduct that applies to our supervisory directors, officers, and
employees, a current copy of which is posted on the Corporate Governance Page in the Investor Relations section of
our website, www.vistaprint.com. In addition, we intend to post on our website all disclosures that are required by law
or NASDAQ stock market listing standards concerning any amendments to, or waivers from, any provision of the code.
Determination of Independence
Under NASDAQ rules, supervisory directors qualify as “independent directors” only if, in the opinion of our Supervisory
Board, they do not have a relationship that would interfere with the exercise of independent judgment in carrying out
the responsibilities of a supervisory director. The Supervisory Board has determined that none of its members has a
relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a
supervisory director and that all of its members are “independent directors” as defined under NASDAQ’s Marketplace
Rules.
In addition, our supervisory directors satisfy the criteria for independence under the Dutch Code.
Oversight of Risk
Under the Rules for the Supervisory Board, our Supervisory Board is responsible for reviewing the integrity of our
internal control and management information systems, the main risks of our business, and the design and effectiveness
of our internal risk management and control systems. As set forth in its charter, our Audit Committee assists the
Supervisory Board in its review and oversight of risk by reviewing our policies with respect to risk assessment and risk
management, including the guidelines and policies that govern the process by which our exposure to risk is handled.
The Supervisory Board and Audit Committee regularly discuss with management our major risk exposures, their
potential impact on Vistaprint, and the steps we take to manage them.
In addition, based on an internal risk assessment, we believe that any risks arising from our compensation programs
for our employees are not reasonably likely to have a material adverse effect on Vistaprint.
Supervisory Director Nomination Process
The process that our Nominating and Corporate Governance Committee follows to identify and evaluate candidates
for members of our Supervisory Board includes requests to supervisory directors and others for recommendations,
meetings from time to time to evaluate biographical information and background material relating to potential candidates,
and interviews of selected candidates by members of the Committee and the Supervisory Board.
Proxy Statement