Vistaprint 2015 Annual Report Download - page 132

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CORPORATE GOVERNANCE
Board Structure
We have a two-tiered board structure consisting of a Supervisory Board and a separate Management Board. The
Supervisory Board consists of our independent, non-employee directors, and the Management Board consists of
members of our senior management team. The principal responsibility of the Supervisory Board is to oversee the
Management Board and its management of Cimpress and, in so doing, serve the best interests of Cimpress and its
stakeholders. The Supervisory Board is accountable to our shareholders. The principal responsibility of the
Management Board is to manage Cimpress, which means, among other things, that it is responsible for
implementing Cimpress' goals and strategy, managing Cimpress' associated risk profile, operating Cimpress'
business on a day-to-day basis, and addressing corporate social responsibility issues that are relevant to the
enterprise. The Management Board is accountable to both the Supervisory Board and our shareholders.
Each of our Supervisory Board and Management Board has its own chairman. The Chairman of our Supervisory
Board is Mr. Riley, an independent, non-employee director, and the Chairman of our Management Board is
Mr. Keane, who is also our Chief Executive Officer and President.
Governance Guidelines
We believe that good corporate governance is important to ensure that Cimpress is managed for the long-term
benefit of our stakeholders, including but not limited to our shareholders. The Management Board and Supervisory
Board have adopted Rules to assist each Board in the exercise of its duties and responsibilities and to serve the
best interests of Cimpress and our stakeholders. The Rules for each Board provide a framework for the conduct of
each Board’s business.
Among other things, the Rules for the Supervisory Board provide that:
• a majority of the members of the Supervisory Board must be independent directors, except as permitted by
Nasdaq rules;
• the Supervisory Board must meet at least twice a year in executive session;
• the Supervisory Board has full and free access to management and employees and, as necessary and
appropriate, to hire and consult with independent advisors;
• all members of the Supervisory Board are expected to participate in a mandatory orientation program and
continuing director education on an ongoing basis; and
• at least annually the Nominating and Corporate Governance Committee is required to oversee a self-
evaluation of the Supervisory Board to determine whether the Supervisory Board and its committees are
functioning effectively.
Among other things, the Rules for the Management Board provide that:
• the Management Board is responsible for managing Cimpress, including implementing Cimpress' goals and
strategy, managing risks, operating the business on a day-to-day basis, and addressing corporate social
responsibility issues that are relevant to the enterprise;
• the Management Board is responsible for determining that effective systems are in place for the periodic and
timely reporting to the Supervisory Board on important matters concerning Cimpress and its subsidiaries; and
• at least annually the Supervisory Board is required to conduct an evaluation of the Management Board to
determine whether the Management Board is functioning effectively.
You can find our Rules for the Supervisory Board, our Rules for the Management Board, our Code of Business
Conduct, our current articles of association, and the current charters for our Audit Committee, Compensation
Committee and Nominating and Corporate Governance Committee on the Corporate Governance Page in the
Investor Relations section of www.cimpress.com or by writing to: