There shall be a Finance Committee (the "Committee") of the Board of Directors of IDEXX Laboratories, Inc. (the "Company"). The Committee shall consist of at least three directors designated by the Board of Directors, all of whom shall be "independent" under applicable law and stock exchange regulations, and shall be a non-employee director, as defined in Rule 16b–3 under the Securities Exchange Act of 1934, or any successor regulation. Members of the Committee shall be selected by the Board at the meeting of the Board immediately following the Company's Annual Meeting of Stockholders for terms of one year, or until their successors are duly elected and qualified. The Board shall elect the Chairman of the Committee.
The purpose of the Committee is to advise the full Board on matters relating to capital structure and strategies, financing strategies, major financial commitments, acquisitions and divestitures, financial risk management, investing and banking activities and employee benefit plans.
III. Duties and Responsibilities
The duties and responsibilities of the Committee shall include the following, in addition to such other duties and responsibilities as may be delegated to the Committee from time to time by the Board.
1. Review and make recommendations to the Board regarding significant financing activities, including the issuance of equity or debt.
3. Oversee the Company's investment policies and practices.
4. Review and approve stock repurchase activities, including changes in parameters of repurchase programs such as number of shares authorized for repurchase and maximum repurchase prices.
5. Oversee the Company's financial risk management activities, including foreign currency hedging activities and transactions involving derivative instruments.
6. Review and make recommendations to the Board regarding dividend, stock split and other equity policy.
7. Review and approve proposed acquisitions and divestitures requiring Board approval and having values up to $20 million.
8. Oversee the management of employee benefit plans, including with respect to the investment and management of any plan assets and the appointment and oversight of any plan fiduciaries or trustees.
9. Periodically conduct a review of this Charter and recommend any proposed changes to the Board.
at the Company's expense, such independent counsel or other advisers as it
The Committee shall meet at least once annually and at such other times as shall be determined by the Chairman of the Committee.