2003 Committee Charter : FLIR

- 1 -
187253/1/SEW/000100-0064
FLIR SYSTEMS, INC.
CORPORATE GOVERANCE COMMITTEE CHARTER
Composition of the Committee
1. Number of Members. The Corporate Governance Committee (the "Committee") of
the Board of Directors (the "Board") of FLIR Systems, Inc. (the "Company") shall
consist of not less than three directors appointed by the Board. The Board may
designate or remove members at its discretion. The Board shall appoint a Chair of
the Committee.
2. Qualification of Members. A majority of the members of the Committee shall
qualify as independent directors under the requirements of the Company's
Corporate Governance Principles and applicable rules of the Nasdaq Stock Market.
No Committee member shall qualify as "independent" unless the Board has
affirmatively determined that he or she has no material relationship with the
Company, either directly or as a partner, shareholder or officer of an organization
that has a relationship with the Company. At such time as the Board deems
appropriate, but in no event later than the date of the Company's 2004 annual
meeting of shareholders, membership on the Committee shall be limited to
independent directors.
Meetings of the Committee
3. Regular Meetings. The Committee shall hold at least one meeting each year. The
Chair of the Committee will, in consultation with the other members of the
Committee, call Committee meetings, set the agenda and conduct the meetings.
4. Special Meetings. The Chair or any two members of the Committee may call a
special meeting of the Committee at any time. The person or persons calling a
special meeting shall set the agenda for the meeting, and the Chair shall conduct
the meeting.
5. Minutes. The Committee shall keep minutes of its meetings showing all matters
considered and actions taken, and shall submit a report of each meeting to the
Board at its next following regular meeting.
6. Manner of Acting. The Committee shall act by (1) affirmative vote of a majority of
the members of the Committee present at a meeting at which a quorum is present
or (2) the written consent of all the members of the Committee.
- 2 -
187253/1/SEW/000100-0064
Purpose of the Committee
7. Board Member Selection. The Committee shall identify and recommend to the
Board individuals qualified to serve on the Board. All nominations for membership
on the Board shall first be approved by a majority of the Company's independent
directors
8. Corporate Governance. The Committee shall assist the Board in developing and
maintaining a set of appropriate governance principles applicable to the Company
and shall assist the Board in addressing corporate governance issues that may
arise from time to time.
Responsibilities and Duties of the Committee.
9. Election of Directors. Each year the Committee shall recommend to the Board,
for consideration by the Board's independent directors, the individual nominees for
election as directors at the next annual meeting of the Company's stockholders. In
the event there shall be a vacancy on the Board resulting from the resignation or
retirement of a director or an increase in the authorized number of directors, the
Committee shall make a recommendation to the Board as to the individual to be
elected by the Board to fill such vacancy. All nominations to the Board, whether for
consideration at an annual meeting or to fill any vacancy, shall first be approved by
action of a majority of the Board's independent directors.
10. Director Qualifications. The Committee shall monitor outside legal and
regulatory requirements governing the qualification of Board members, including
standards relating to the definition of "independence" for members of the Board
and Board committees. The Committee shall recommend to the Board any
necessary changes, additions or deletions to the Company's Corporate
Governance Principles the Committee deems necessary or required.
11. Candidate Selection. The Committee assist the Board in the recruitment,
identification, evaluation, screening and selection of candidates for election to the
Board.
12. Board Size, Composition, and Operations. The Committee shall from time to
time consider and make recommendations to the Board regarding the size,
composition and evaluation of the Board.
13. Committee Structure, Composition and Operations. The Committee shall
from time to time consider and make recommendations to the Board regarding the
number and size of Board committees, qualifications for the members of each
committee, the process for appointing and removing committee members, rotation
of committee members, committee structure and operations and the content of
committee charters.
- 3 -
187253/1/SEW/000100-0064
14. Board Compensation. The Committee shall annually review and make
recommendations to the Board regarding Board compensation.
15. Corporate Governance Principles. The Committee shall periodically review the
Company's Corporate Governance Principles and recommend to the Board for its
consideration any amendments, additions or deletions the Committee in its
discretion believes are necessary or appropriate.
16. Corporate Governance Issues. The Committee shall consider and make
recommendations to the Board as it deems appropriate regarding the provisions
of the Company's Bylaws, shareholder proposals received by the Board or
management relating to corporate governance issues, and other issues that may
arise from time to time in the corporate governance area.
17. Code of Business Conduct and Ethics. The Committee shall review and make
recommendations to the Board and management as it deems appropriate
regarding the content of the Company's Code of Business Conduct and Ethics.
18. Other Responsibilities and Duties. The Committee shall have such other
responsibilities and perform such other duties as may be assigned to the
Committee from time to time by the Board.