Vistaprint 2014 Annual Report Download - page 125
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21
• 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;
• overseeing our internal audit function;
• establishing procedures for the receipt, retention, and treatment of accounting-related complaints and concerns;
• reviewing and approving any related person 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 2014.
Compensation Committee
The current members of the Compensation Committee are Messrs. Overholser (Chair), Gyenes, Olsen, and Thomas.
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 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 Compensation Discussion
and Analysis be included in the proxy statement; and
• preparing the Compensation Committee report included in this proxy statement.
The Compensation Committee met four times during fiscal 2014.
Nominating and Corporate Governance Committee
The current members of the Nominating and Corporate Governance Committee are Messrs. Thomas (Chair), De
Cesare, Gyenes, and Riley. 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 evaluation of the Supervisory Board, the Management Board and all committees of the
Supervisory Board to determine whether each is functioning effectively;
• overseeing succession planning for the Supervisory Board; 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 2014.
Proxy Statement