2003 Governance Charter: IDXX

Governance Committee Charter

I. Organization


There shall be a Corporate Governance Committee (the "Committee") of the Board of Directors of IDEXX Laboratories, Inc. (the "Company"). The Committee shall consist of three directors designated by the Board of Directors, each 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.




II. Purpose


The purpose of the Committee is to advise the full Board on matters relating to corporate governance, including with respect to (1) Board organization, membership, function, performance and compensation, (2) Committee structure and membership, (3) Chief Executive Officer succession and (4) significant shareholder relations issues.




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.

Review and recommend policies and principles for effective corporate governance.

Identify, recruit, evaluate and nominate candidates for openings on the Board.

Extend invitations to join the Board to prospective Directors.

Review, evaluate and administer resignation, retention and retirement policies applicable to the Board.

Annually evaluate the independence of non-management Directors.

Submit to the Board in advance of the Annual Meeting of Stockholders of the Company a proposed slate of Directors for submission to the Company's shareholders.

Review, evaluate and make recommendations to the Board regarding Board Committee charters, membership and chairmanships.

Annually assess the performance of the Board, its Committees and each individual Director.

Review compensation of Directors.

Provide for the orientation of new Directors.

Annually nominate a Lead Director for election by the Board if the Chairman of the Board is not an independent Director.

Except as otherwise determined by the Board, manage the process of Chief Executive Officer succession.

Review and make recommendations regarding significant shareholder relations matters, including shareholder proposals that relate to corporate governance submitted for consideration at any Annual Meeting of Stockholders of the Company.

Retain, at the Company's expense, such independent counsel or other advisers that it deems necessary.


IV. Meetings


The Committee shall meet at least three times annually and at such other times as shall be determined by the Chairman of the Committee.