Vistaprint 2015 Annual Report Download - page 134

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recommendations, meetings from time to time to evaluate biographical information and background material relating
to potential candidates, and interviews of selected candidates by members of the Committee and the Supervisory
Board.
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
Supervisory Board members 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 Cimpress'
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 the members of our Supervisory Board, 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 2015, 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, Cimpress USA Incorporated, 275 Wyman Street, Waltham, MA 02451 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 Board 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 our fiscal year ended June 30, 2015, our Supervisory Board met four times, and each of the members of
our Supervisory Board, other than Nadia Shouraboura, attended at least 85% 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 or she
served on such committee. Dr. Shouraboura was appointed to our Supervisory Board in January 2015 and missed
one of the two meetings of the Supervisory Board that occurred during fiscal 2015 after her appointment. In
addition, it is our policy that one or more of the members of our Supervisory Board should attend annual general
meetings of shareholders to the extent practicable. All seven of the directors then serving on our Supervisory Board
attended our 2014 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
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), Riley, and Thomas. 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 met eight times during fiscal 2015. The Audit Committee’s responsibilities include: