Vistaprint 2014 Annual Report Download - page 124

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In considering whether to recommend any particular candidate for inclusion in the Supervisory Board’s slate of
nominees, the Nominating and Corporate Governance Committee applies, among other things, the criteria for
nominating supervisory directors set forth as an attachment to the Rules for the Supervisory Board. These criteria
include among others the candidate’s integrity, business acumen, knowledge of our business and industry, experience,
diligence, absence of any conflicts of interest, and ability to act in the interests of all of Vistaprint’s stakeholders. In
addition, the Rules for the Supervisory Board specify that nominees shall not be discriminated against on the basis of
race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law and that the
Nominating and Corporate Governance Committee and Supervisory Board should consider the value of diversity on
the Supervisory Board. The 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. During fiscal 2014, the Committee engaged MWM
Consulting, an international recruiting firm, to assist the Committee in identifying, evaluating, and reaching out to
potential candidates for the Supervisory Board.
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 Chief
Legal Officer, Vistaprint USA, Incorporated, 95 Hayden Avenue, Lexington, MA 02421 USA. If 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 fiscal 2014, our Supervisory Board met four times, and each of our supervisory directors attended 100% 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. Six of our supervisory
directors attended our 2013 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, and each committee must review
the appropriateness of its charter 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.
Audit Committee
The current members of our Audit Committee are Messrs. Gavin (Chair), Overholser, 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;