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21
Investor Relations
c/o Cimpress USA Incorporated
275 Wyman Street
Waltham, MA 02451
USA
Email: [email protected]
In addition, the Dutch Corporate Governance Code, or Dutch Code, applies to Cimpress. 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 Board, officers, and
employees, a current copy of which is posted on the Corporate Governance Page in the Investor Relations section
of our website, www.cimpress.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, members of our Supervisory Board 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 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 director and that all of its members during our fiscal year ended June 30, 2015 are “independent
directors” as defined under Nasdaq's Marketplace Rules.
In addition, all members of our Supervisory Board satisfy the criteria for independence under the Dutch Code,
other than Scott Vassalluzzo, who is a Managing Member of Prescott General Partners LLC, a major shareholder
of Cimpress.
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 Cimpress, 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 Cimpress.
Supervisory Board 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 its members and others for
Proxy Statement