Board Committees

The board of directors has established audit, compensation, nominating and governance, and finance committees, each of which is described briefly below. Each of these committees acts pursuant to a written charter approved by the board.

Audit Committee

The audit committee is responsible for overseeing the accounting, internal control, financial reporting and audit processes of the company, including the selection and retention of IDEXX's independent auditors. The committee has adopted procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of any concerns regarding questionable accounting or auditing matters.

The current audit committee members are Brian P. McKeon, (Chairman), Barry C. Johnson, PhD, and Errol B. DeSouza, PhD, each of whom has been determined by our board of directors to satisfy the heightened criteria for independence applicable to members of audit committees under the rules of the NASDAQ Stock Market, and each of whom further satisfies the other audit committee requirements of the NASDAQ rules. The board has determined that each of the members of the audit committee is an "audit committee financial expert" as defined by the SEC. The responsibilities and activities of the audit committee are described in greater detail in the Audit Committee Charter.

Nominating and Governance Committee

The nominating and governance committee advises and makes recommendations to the board of directors with respect to corporate governance practices, including board organization, function, membership, performance and compensation. The current nominating and governance committee members are William T. End (Chairman), Robert J. Murray and Rebecca M. Henderson, PhD, each of whom is an independent director, as defined by the rules of the NASDAQ Stock Market. The responsibilities of the compensation committee are defined in more detail in the Nominating and Governance Committee Charter.

In performing its nominating function, the committee identifies, recruits, evaluates and nominates candidates to fill vacancies on the board, using criteria set forth in the company's Corporate Governance Guidelines. The process followed by the nominating and governance committee to identify and evaluate candidates includes receiving recommendations from our directors, management and stockholders, holding meetings to evaluate biographical information and background material relating to potential candidates and interviewing selected candidates by members of the nominating and governance committee, management and the board. The nominating and governance committee is responsible for annually reviewing with the board the requisite skills and criteria for new board members, as well as the composition of the board as a whole. The nominating and governance committee also annually reviews the performance of the board, its committees and each of the directors.

The nominating and governance committee will consider nominees recommended by stockholders. Stockholders who wish to recommend a nominee for director should submit the name of such nominee to the corporate Secretary of IDEXX at the company's headquarters' address, together with biographical information and background material sufficient for the committee to evaluate the nominee based on its selection criteria, and a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of the company's common stock for at least a year as of the date such recommendation is made. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and governance committee will apply the same criteria, and follow substantially the same process, in considering stockholder nominations that comply with these procedures as it does in considering other nominations. Stockholders also have the right under the company's Amended and Restated Bylaws to nominate director candidates directly, without any action or recommendation on the part of the nominating and governance committee or the board. If the board determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on the company's proxy card for the next annual meeting. Candidates nominated by stockholders in accordance with the procedures set forth in the Amended and Restated Bylaws will not be included on the company's proxy card for the next annual meeting, but may be included on proxies the nominating stockholders may seek independently.

Compensation Committee Members

The compensation committee oversees the management compensation philosophy and practices of IDEXX, evaluates the performance of the Chief Executive Officer, determines the compensation of the Chief Executive Officer and the other executive officers, and administers the company's stock incentive plans. The current compensation committee members are Robert J. Murray (Chairman), Thomas Craig, Errol B. DeSouza, PhD and William T. End, each of whom is an independent director, as defined by the rules of the NASDAQ Stock Market. The responsibilities of the compensation committee are defined in more detail in the Compensation Committee Charter.

The Compensation Committee oversees the compensation structure for senior managers of IDEXX, evaluates the performance of, and sets the compensation of, the Chief Executive Officer and administers the Company's stock incentive plans.

Finance Committee

The finance committee advises the board of directors with respect to financial matters, including financing strategies, investment practices, financial risk management, acquisitions and divestitures. The current finance committee members are Thomas Craig (Chairman), Rebecca M. Henderson, PhD, Barry C. Johnson, PhD and Brian P. McKeon. The responsibilities of the finance committee are defined in more detail in the Finance Committee Charter.