Vistaprint 2014 Annual Report Download - page 127

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23
• 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.
In addition, under Dutch law, any member of our Supervisory Board or Management Board who has a conflict of
interest is required to disclose that conflict to the Chairman of the Supervisory Board and to abstain from voting on
any resolution involving, or participating in any board discussion of, the conflict.
Related Person Transaction
During fiscal 2014, there was one related person transaction, as defined under SEC rules: Katryn Blake’s brother-
in-law has been an employee of Vistaprint since 2007, and he received cash compensation of approximately $175,173
for fiscal 2014. The Audit Committee has reviewed this relationship and concluded that it is not inconsistent with our
best interests and does not constitute a conflict of interest.
Communicating with the Supervisory Board
Our Supervisory Board will give appropriate attention to written communications that are submitted by shareholders,
and will respond if and as appropriate. The chair of the Nominating and Corporate Governance Committee, with the
assistance of Vistaprint’s Chief Legal Officer, is primarily responsible for monitoring communications from shareholders
and for providing copies or summaries to the other supervisory directors as its members consider appropriate.
The chair of the Nominating and Corporate Governance Committee will forward communications to all supervisory
directors if the communications relate to substantive matters and include suggestions or comments that he considers
to be important for the supervisory directors to know. In general, the chair is more likely to forward communications
relating to corporate governance and corporate strategy than communications relating to ordinary business affairs,
personal grievances, and matters as to which Vistaprint may receive repetitive or duplicative communications.
Shareholders who wish to send communications on any topic to our Supervisory Board should address such
communications to:
Supervisory Board
c/o Corporate Secretary
Vistaprint N.V.
Hudsonweg 8
5928 LW Venlo
The Netherlands
Proxy Statement