The Cooper Companies, Inc.
Corporate Governance Committee Charter

This Corporate Governance Committee Charter was adopted by the Board of Directors (the "Board") of The Cooper Companies, Inc. (the "Company") on December 16, 2003.


The Corporate Governance Committee (the "Committee") of the Board is established by the Board to oversee the development, implementation and maintenance of the corporate governance standards by which the Company conducts business. The Committee will vigilantly monitor the results of such activities to assure that the Company continues to conduct business within the requirements of applicable laws, regulations, and the highest standards of corporate procedure.

Duties and Responsibilities

The Committee shall provide assistance to the Board in fulfilling its responsibilities by:

With respect to corporate governance:

1.        Developing, and making recommendations to the Board regarding, adoption and amendment of appropriate corporate governance guidelines and principles, (the "Corporate Governance Principles");

2.        Examining compliance by the Directors and the executive officers with the Code of Business Conduct and Ethics, the Corporate Governance Principles and other governance policies adopted by the Board, including determination of appropriate penalties for non-compliance. The Committee shall have sole authority with respect to any requested waiver of the Code of Business Conduct and Ethics for any executive officer or Director, with the exception that waivers requested by any member of the Committee must be approved by the Board as a whole, and shall provide an appropriate description of any waiver granted, for disclosure to the Company's stockholders in accordance with the requirements set forth by the New York Stock Exchange;

3.        Reviewing any actual or potential conflicts of interest between Directors or officers and the Company, and recommending appropriate measures to negate such conflicts;

4.        Establishing procedures to encourage officers, employees, and Directors to report violations of corporate governance standards or any illegal, unethical, or unauthorized behavior to the Committee; and

5.        Retaining (with sole authority to do so) appropriate consultants to assist the Committee with evaluations of corporate governance standards and practices.

With respect to the Board and Committees of the Board:

1.        Establishing standards for independence of Board members in compliance with the standards set forth by the Securities Exchange Commission and the New York Stock Exchange;

2.        Recommending to the Board the membership composition, function and size of the Board and its Committees, and examining and recommending termination of individual Committee members to the Board as necessary (in accordance with the Company's Bylaws, Corporate Governance Principles, and this Charter and the Charters of the Corporation's other Committees) for cause or other appropriate reasons;

3.        Overseeing, by providing criteria for and implementing the process of, the Board's annual review of its performance (including its composition and organization) and performance of Management; and

4.        Recommending Director retirement policies to the Board.

The Committee will conduct a review and reassessment of this Charter at least annually and will submit any recommended changes to the Board for its consideration. The Committee will evaluate its own performance on an annual basis, including its compliance with this Charter, and will provide any written material with respect to such evaluation to the Board, including any recommendations for changes in procedures or policies governing the Committee. The Committee shall conduct such evaluation and review in such manner as it deems appropriate.

The Committee shall perform such other activities and make such other recommendations of the Board on such matters, within the scope of its functions and consistent with this Charter, as may come to its attention and which in its discretion warrant review, consideration or approval by the Board. The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Chairman of the Board.

Composition and Meetings

Disclosure of Charter and Corporate Governance Principles

This Charter and the Corporate Governance Principles shall be made available on the Company's website at and to any stockholder who otherwise requests a copy. The Company's Proxy Statement and Annual Report to Stockholders shall state the foregoing.