Nominating and Governance Committee Charter

 

 

I.  Organization

There shall be a Nominating and Governance Committee (the "Committee") of the Board of Directors of IDEXX Laboratories, Inc. (the "Company"). The Committee shall consist of no less than three Directors designated by the Board of Directors, each of whom shall be "independent" under applicable law and NASDAQ rules, and shall be a non-employee director, as defined in Rule 16b3 under the Securities Exchange Act of 1934, or any successor regulation. Members of the Committee shall be selected by the Board, upon the recommendation of the Committee, 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.

1.             Review and recommend policies and principles for effective corporate governance, including the Company's Corporate Governance Guidelines. The Committee shall review the Guidelines at least annually and recommend any proposed changes to the Board for approval.

2.             Identify, recruit, evaluate and nominate candidates to fill vacancies on the Board. The Board's criteria for selecting directors are set forth in the Company's Corporate Governance Guidelines. The Committee shall use the criteria and principles set forth in the Company's Corporate Governance Guidelines to guide its process for selecting candidates to recommend to the Board for membership. The Committee shall be responsible for reviewing with the Board, on an annual basis, the requisite skills and criteria for new Board members as well as the composition of the Board as a whole. The Committee may adopt, and periodically review and revise as it deems appropriate, procedures regarding Director candidates proposed by stockholders.

3.             Extend invitations to join the Board to prospective Directors.

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

5.             Annually evaluate the independence of non-management Directors.

6.             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.

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

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

9.             Review compensation of Directors.

10.         Provide for the orientation of new Directors.

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

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

13.         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.

14.         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.