Governance Committee Charter
2003 Governance Charter: IDXX
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.