BIO-RAD LABORATORIES, INC.
Corporate Governance Guidelines
The Board of Directors (the “Board”) of Bio-Rad Laboratories, Inc. (the “Company”) has adopted
the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in theexercise of its responsibilities and to serve the interests of the Company and its stockholders.
These Guidelines should be interpreted in the context of all applicable laws and the Company’s
Certificate of Incorporation, Bylaws and other corporate governance documents. These Guidelines
acknowledge the leadership exercised by the Board’s standing committees and their chairs and areintended to serve as a flexible framework within which the Board may conduct its business andnot as a set of legally binding obligations. The Guidelines are subject to modification from time
to time by the Board as the Board may deem appropriate in the best interests of the Company andits stockholders or as required by applicable laws and regulations.
These Guidelines are available on the Company’s website at “www.bio-rad.com” and to any
stockholder who otherwise requests a copy. The Company’s Annual Report on Form 10-K willstate the foregoing.
The Board
Size of the Board
The Company’s Bylaws provides that the number of directors will be fixed from time to time by
the Board, but in no event will be less than five (5) or more than nine (9). The Board will
periodically review the size of the Board, and determine the size that is most effective in relation
to future operations.
Independence of the Board
Because the Company is a “controlled company” for purposes of the listing standards of the New
York Stock Exchange (the “NYSE”), the Company is not required to have a majority of
independent directors. However, the stockholders and management value the input of independent
directors who may bring diverse experience, expertise and perspectives to the Board.
The Board will review annually the relationships that each director has with the Company (either
directly or as a partner, stockholder or officer of an organization that has a relationship with theCompany). Following such annual review, only those directors who the Board affirmatively
determines have no material relationship with the Company (either directly or as a partner,
stockholder or officer of an organization that has a relationship with the Company) will beconsidered independent directors, subject to additional qualifications prescribed under the listing
standards of the NYSE, applicable SEC rules and guidelines promulgated by Institutional
Shareholder Services (ISS) and the Council of Institutional Investors (CII) (“Independent
Directors”). The basis for any determination that a relationship is not material will be publishedin the Company’s annual proxy statement or, if the Company does not file an annual proxystatement, in the Company’s annual report on Form 10-K filed with the Securities and Exchange
Commission.
Separate Sessions of Independent Directors
The Independent Directors will meet in regularly scheduled executive sessions without
management directors or management present. The Lead Independent Director shall chair suchmeetings. Among other things, the Independent Directors will review the Company’s
implementation of and compliance with these Guidelines.
Director Qualification Standards
The Board is responsible for reviewing, on an annual basis, the appropriate characteristics, skills
and experience required for the Board as a whole and its individual members. In evaluating thesuitability of individual candidates (both new candidates and current Board members), the Board,in approving (and, in the case of vacancies, appointing) such candidates, take into account manyfactors, including technical, operational and/or economic knowledge of the Company’s businessand industries, experience in operational, financial and/or administrative management, financial
and risk management acumen and experience in or familiarity with international business,markets and cultures, technological trends and developments, competence in environmental,social and governance (ESG) issues, including but not limited to issues relating to sustainability
and climate change and diversity and inclusion, competence in risk evaluation and mitigation,and corporate securities and tax laws. While a candidate may not possess every one of thesequalifications, his or her background should reflect many of these qualifications. The Board’s
assessment of the qualifications of candidates shall also include consideration of a candidate’s
demographic background, including, without limitation, gender, race and ethnicity. While acandidate's demographic background is an important consideration, candidates should be
nominated based on skills, experience and background that can lead to an effective Board andcomplement or supplement existing skills and experience of the Board.
In addition, a candidate should possess integrity and commitment according to the highest ethicalstandards, be consistently available and committed to attending meetings, be able to challenge andshare ideas in a positive and constructively critical manner and be responsive to the Company’s
needs and fit in with other Board members from a business culture perspective. The Board
evaluates each individual in the context of the Board as a whole, with the objective of assemblinga group that can best perpetuate the success of the business and represent stockholder interests
through the exercise of sound judgment using its diversity of experience in these various areas. In
determining whether to recommend a director for re-election, the Board also considers the
director’s past attendance at meetings and participation in and contributions to the activities of theBoard.
Selection of New Directors
The entire Board will stand for election by the stockholders of the Company each year at theCompany’s annual meeting. Each year, at the annual meeting, the Board will recommend a slateof directors for election by the stockholders. In accordance with the Bylaws of the Company, the2

Board will also be responsible for filling vacancies or newly-created directorships on the Board
that may occur between annual meetings of stockholders. The entire Board is responsible for
identifying, screening and recommending candidates for Board membership.
Selection of Chairperson of the Board
The Board will select the Chairperson of the Board in accordance with the Company’s Bylaws.
Lead Independent Director
The Board believes that, in the absence of an independent Chairperson, the designation of a leadindependent director (“Lead Independent Director”) would facilitate Board processes andcontrols and further strengthen the cohesiveness and effectiveness of the Board as a whole.
The Board does not intend for the Lead Independent Director to infringe upon or interfere with theauthority or responsibilities of the Chairperson, the chairs of the Board committees, or individual
directors; nor is the Lead Independent Director expected to become involved in the day-to-day
management of the Company. The Lead Independent Director shall, however:(1)

Have the authority to prepare the agenda for, call and preside over executive
sessions of the Independent Directors;(2)

Serve as a sounding board for the Chairperson and, on certain matters, act as aliaison between the Independent Directors and the Chairperson; provided, however,that the Board does not intend by this provision to limit or interfere with any
committee chair or director’s access to or relationship with the Chairperson;(3)

In the event of the absence or the incapacity of the Chairperson, preside over Board
meetings and act as the spokesperson for the Board, and if requested by the Board,
be available for consultation and direct communication with major stockholders;(4)

Provide his/her unique perspective, as Lead Independent Director, to theCompensation Committee in connection with its annual formal evaluation of the
CEO’s performance;(5)

Have the capacity to suggest to the Chairperson that particular items be placed on
the final agenda of each Board meeting;(6)

Informally consult with other directors from time to time regarding the number andlength of Board meetings, the quality, quantity, timeliness, scope and organizationof pre-meeting materials and Board meeting presentations and provide appropriate
suggestions regarding the same to the Chairperson;(7)

Receive notice of all committee meetings and have the ability to attend and observe(in an ex-officio capacity) from time to time committee meetings where appropriate
to facilitate the execution of the Lead Independent Director’s duties;

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(8)

In appropriate circumstances, upon consultation with the Board, provide counsel to
the Chairperson with respect to the retention of consultants, legal counsel or otherindependent advisors that may assist the Board in the performance of its duties fromtime to time; and(9)Perform such other functions as directed by the independent directors from time totime.

Following the applicable annual meeting of stockholders or a vacancy in the Lead Independent
Director position, the Independent Directors shall nominate an Independent Director who, if
appointed by the full Board, shall serve as the Lead Independent Director for a term of one year(or, in the case of a vacancy, the remainder of the vacated term) or until his/her earlier death,removal, resignation, retirement or failure to qualify as an Independent Director in accordancewith the then applicable guidelines.
The Lead Independent Director is expected to have the full confidence of the Chairperson and theBoard, particularly with regard to character, independence, judgment, discretion and ability to leadin a crisis. The Lead Independent Director is expected to have (i) a solid familiarity with theCompany and its competitive environment; and (ii) executive level management experience,
including interacting with a public company board. Such director is also expected to be aneffective discussion leader and an effective listener. The Lead Independent Director should havethe ability to devote the time necessary to perform his/her additional responsibilities. The Board
will evaluate the Lead Independent Director’s performance annually. The Lead Independent
Director may be removed by majority vote of the full Board.
The foregoing notwithstanding, the Chairperson, the CEO, or the Board as a whole may call upon
any one or more directors to provide leadership on a matter from time to time. The Board
understands that leadership in certain subject areas falls to the committee chairpersons responsible
for that subject matter, and that the chairpersons function as the committee liaisons to the
Chairperson and the rest of the Board.
The Company’s website – www.bio-rad.com – will describe the procedures by which interested
persons may contact the Lead Independent Director as a representative of the Independent
Directors.
No Specific Limitation on Other Board Service
The Board does not believe that its members should be prohibited from serving on boards of otherorganizations and has not adopted any guidelines limiting such activities, except with respect tomembers serving on the Audit Committee, as described below. However, the Board will take into
account the nature of and time involved in a director’s service on other boards and/or committees
in evaluating the suitability of individual director candidates and current directors and making its
recommendations to the Company’s stockholders
Due to the demanding nature of service on the Audit Committee, the members of the Audit
Committee may not serve on the audit committees of more than two other companies at the sametime as they are serving on the Audit Committee unless the Board determines that such4

simultaneous service would not impair the ability of such member to effectively serve on the Audit
Committee and such determination is disclosed in the Company’s annual proxy statement.
Service on other boards and/or committees should be consistent with the Company’s conflict ofinterest policies set forth below.
Term Limits
As each director is subject to election by stockholders on an annual basis, the Board does notbelieve it is in the best interests of the Company to establish term limits at this time. Additionally,such term limits may cause the Company to lose the contribution of directors who have been able
to develop, over a period of time, increasing insight into the Company’s business and therefore
can provide an increasingly significant contribution to the Board.
Director Responsibilities
The business and affairs of the Company will be managed by or under the direction of the Board,
including through one or more of its committees as set forth in the Bylaws and committee charters.
Each director is expected to spend the time and effort necessary to properly discharge his or her
responsibilities. These include:(1)

overseeing the conduct of the Company's business, to evaluate whether the businessis being properly managed;(2)

reviewing and, where appropriate, approving the Company's major financial
objectives, plans and actions;(3)overseeing the establishment and maintenance of the Company’s risk management
evaluation and response processes;(4)

reviewing and, where appropriate, approving major changes in, and determinationsof other major issues respecting, the appropriate auditing and accounting principles
and practices to be used in the preparation of the Company's financial statements;(5)

reviewing and, where appropriate, approving major changes in, and determinations
under the Company’s Guidelines, Code of Business Ethics and Conduct and other
Company policies;(6)

overseeing the Company’s efforts with respect to environmental, social andgovernance (ESG) issues, including but not limited to issues relating tosustainability and climate change and diversity and inclusion.

(7)

reviewing and, where appropriate, approving actions to be undertaken by theCompany that would result in a material change in the financial structure or controlof the Company, the acquisition or disposition of any businesses or asset(s) material
to the Company or the entry of the Company into any major new line of business;(8)

with the input of the Chief Executive Officer and the Compensation Committee,
regularly evaluating the performance of principal senior executives;(9)planning for succession with respect to the position of Chief Executive Officer andmonitoring management's succession planning for other key executives; and

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(10)

ensuring that the Company’s business is conducted with the highest standards of
ethical conduct and in conformity with applicable laws, regulations and theCompany’s guiding principles.

Compensation
The Company’s executive officers shall not receive additional compensation for their service as
Directors. Senior management of the Company will report on a periodic basis to the Chairpersonof the Board regarding the status of the Company’s non-management Director compensation in
relation to other U.S. companies of comparable size and shareholder structure and in relation to
the Company’s competitors. Such report will include consideration of both direct and indirect
forms of compensation to the Company’s non-management Directors. Following a review of thereport, the Chairperson of the Board will recommend any changes in non-management Director
compensation to the Board, which changes will be approved or disapproved by the Board after afull discussion.
Director fees are the sole form of compensation that members of the Audit Committee may receivefrom the Company.
Stock Ownership
The Board believes that ownership of the Company’s stock by directors strengthens theircommitment to the future of the Company and further aligns their interests with those of theshareholders of the Company. Accordingly, the Board may from time to time establish policies
pertaining to the ownership of Company stock by directors.
Conflicts of Interest
Directors are expected to avoid any action, position or interest that conflicts with the interests of
the Company or gives the appearance of a conflict. If an actual or potential conflict of interest
develops, the director should immediately report the matter to the Chairperson of the Board. Any
significant conflict must be resolved or the director should resign. If a director has a personal
interest in a matter before the Board, the director will disclose the interest to the Board, excuse
himself or herself from discussion on the matter and not vote on the matter.
Confidentiality
Directors are expected to maintain the confidentiality of all non-public information which a
director may come to possess as a result of acting as a director of the Company. Any non-public,
confidential or proprietary information concerning the Company or its subsidiaries (“Confidential
Information”) may only be used by a director in connection with his or her role as a director of
the Company and may not be used, directly or indirectly, for any other purpose. Confidential
Information shall include, without limitation, the content and all information relating todiscussions at Board meetings or meetings of any committee thereof, including any and allmaterials, correspondence or reports prepared or circulated in connection therewith, and all
discussions with management, other Board members or Company employees to the extent

6involving Confidential Information. A director may not disclose Confidential Information outside
the Company or share Confidential Information with any third party or person (including businessassociates, family, relatives or social relations), except with the prior written authorization of theCompany or as may be otherwise required by law.
Board Orientation and Continuing Education of Board Members
The Company provides new directors with a director orientation program to familiarize them with,among other things, the Company’s business, strategic plans, significant financial, accounting andmanagement issues, compliance programs, conflicts policies, Code of Business Ethics andConduct, Corporate Governance Guidelines, principal officers, internal auditors and independent
auditors.
The Company will make available to directors continuing education programs upon request.
Interaction with Institutional Investors, the Press and Customers
The Board believes that management speaks for the Company. Each director should refer all
inquiries from institutional investors, the press or customers to management. Individual Board
members may, from time to time at the request of the management, meet or otherwise
communicate with various constituencies that are involved with the Company. If comments fromthe Board are appropriate, they should, in most circumstances, come from the Chairperson of theBoard.
Board Access to Senior Management
The Board will have complete access to Company management in order to ensure that directors
can ask any questions and receive all information necessary to perform their duties. Directors
should exercise judgment to ensure that their contact with management does not distract managers
from their jobs or disturb the business operations of the Company. Such contact, if in writing,should be copied to the Chief Executive Officer of the Company.
Board Access to Independent Advisors
The Board committees may hire independent advisors as set forth in their applicable charters. The
Board as a whole shall have access to such advisors and such other independent advisors that theCompany retains or that the Board considers necessary to discharge its responsibilities.
Annual Self-Evaluation
Following the end of each fiscal year, the Board will oversee an annual assessment of the Board's
performance. The Board will be responsible for establishing the evaluation criteria andimplementing the process for such evaluation, as well as considering other corporate governanceprinciples that may, from time to time, merit consideration by the Board.
The assessment should include a review of any areas in which the Board or management believes

7the Board can make a better contribution to the governance of the Company, as well as a reviewof the committee structure and an assessment of the Board’s compliance with the principles set
forth in these Guidelines. The purpose of the review will be to improve the performance of theBoard as a unit, and not to target the performance of any individual Board member. The Board
will utilize the results of the evaluation process in assessing and determining the characteristics
and critical skills required of prospective candidates for election to the Board.
Board Meetings
Frequency of Meetings
The Board will meet at least four times annually. In addition, special meetings may be called fromtime to time as determined by the needs of the business. It is the responsibility of the directors toattend meetings.
Director Attendance
A director is expected to spend the time and effort necessary to properly discharge his or her
responsibilities. Accordingly, a director is expected to regularly prepare for and attend in person(or virtually via teleconference when in-person meetings are not recommended by government
health authorities) meetings of the Board and all committees on which the director sits (including
separate meetings of non-management Directors and the Independent Directors), with theunderstanding that, on occasion, a director may be unable to attend a meeting. A director who isunable to attend a meeting in person is expected to notify the Chairperson of the Board or the
Chairperson of the appropriate committee in advance of such meeting, and, whenever possible,
participate in such meeting via teleconference.
Attendance of Non-Directors
The Board encourages the Chairperson of the Board or of any committee to bring Company
management and outside advisors or consultants from time to time into Board and/or committee
meetings to (i) provide insight into items being discussed by the Board which involve the manager,
advisor or consultant, (ii) make presentations to the Board on matters which involve the manager,
advisor or consultant, and (iii) bring managers with high potential into contact with the Board.
Attendance of non-directors at Board meetings is at the discretion of the Board.
AgendasThe Chairperson establishes the agenda for each Board meeting with input from the Lead
Independent Director and management and, as necessary or desired, from the other directors.
Advance Receipt of Meeting Materials
Information regarding the topics to be considered at a meeting is essential to the Board’s
understanding of the business and the preparation of the directors for a productive meeting. To
the extent feasible, the meeting agenda and any written materials relating to each Board meeting8

will be distributed to the directors sufficiently in advance of each meeting to allow for meaningful
review of such agenda and materials by the directors. Directors are expected to have reviewed andbe prepared to discuss all materials distributed in advance of any meeting.
Committee Matters
Number, Name, Responsibilities and Independence of Committees
The Board currently has three standing committees, each composed entirely of Independent
Directors. From time to time, the Board may form a new committee or disband a current
committee, depending upon the circumstances. Each committee will perform its duties as assignedby the Board in compliance with the Company’s Bylaws and, if applicable, the committee’s
charter. The current committees are:
(1) Audit Committee. The Audit Committee consists of at least three (3) independent members
and reviews the work of the Company’s internal accounting and audit processes and independent
auditors. The committee has sole authority to appoint and fire the Company’s independent auditors
and to approve any significant non-audit relationship with the independent auditors.
(2) Compensation Committee. The Compensation Committee consists of at least two independent
members and reviews and approves the Company’s goals and objectives relevant to compensation,
stays informed as to market levels of compensation and, based on evaluations submitted bymanagement, recommends to the Board compensation levels and systems for officers and othersenior employees that correspond to the Company’s goals and objectives. The committee also
produces an annual report on executive compensation for inclusion in the Company’s proxystatement, in accordance with applicable rules and regulations.
(3) Legal and Regulatory Compliance Committee. The Legal and Regulatory Compliance
Committee (the “Compliance Committee”) consists of at least three (3) independent members (ifthe Board has at least four independent members. If the Board has fewer than four independent
members, the Compliance Committee may consist of two (2) independent members). The purposeof the Compliance Committee is to assist the Board with its oversight of the Company’s
compliance with the Foreign Corrupt Practice Act of 1977 and other anti-corruption, anti-kickback
and false-claims laws, as well as the Company’s Compliance Program and related compliancepolicies. Additionally, the Compliance Committee shall assist the Board with its oversight of theCompany’s cybersecurity risk management programs and shall review with Management theCompany’s programs related to cybersecurity, data privacy and other risks relevant to theCompany’s information technology controls and security.
Because the Company is a “controlled company” for purposes of the listing standards of the NYSE,
the Company is not required to have a standing nominating committee comprised solely of
independent directors. The Board has determined that it is appropriate for the Company not tohave a standing nominating committee or a committee performing similar functions and the entire
Board participates in the consideration of director nominees.

9Assignment and Rotation of Committee Members
The Board appoints committee members and committee chairs according to criteria set forth in theapplicable committee charter and such other criteria that the Board determines to be appropriate
in light of the responsibilities of each committee. Committee membership and the position ofcommittee chair will not be rotated on a mandatory basis unless the Board determines that rotation
is in the best interest of the Company.
Each member of the Audit Committee must satisfy the independence requirements of Rule 10A-3
under the Securities Exchange Act of 1934 and must be financially literate, as determined by the
Board in its business judgment, or must become financially literate within a reasonable period oftime after his or her appointment, and at least one member of the Audit Committee must haveaccounting or related financial management expertise as determined by the Board in its businessjudgment. In addition, at least one member of the Audit Committee must meet the definition of“audit committee financial expert” as determined by the Board in its business judgment inaccordance with Item 401(h) of Regulation S-K.
Committee Agendas
The Chairperson of each committee, in consultation with the appropriate members of theCommittee, will develop his or her committee's agenda.
Leadership Development
Annual Review of Chief Executive Officer
The Compensation Committee evaluates the Chief Executive Officer annually and reviews its
actions with the Board. The Board communicates its views to the Chief Executive Officer throughthe Compensation Committee. The Compensation Committee’s evaluation of the Chief Executive
Officer is based upon a combination of objective and subjective criteria, which are set forth eachyear in the Company’s annual proxy statement.
Succession Planning
The Board works on a periodic basis with the Chief Executive Officer to review, maintain andrevise, if necessary, the Company’s succession plan upon the Chief Executive Officer’s retirement
and in the event of an unexpected occurrence. The Chief Executive Officer shall report to theBoard on succession planning for the Chief Executive Officer and senior management positions,
including a discussion of assessments, leadership development plans and other relevant factors.
There should also be available to the Board, on a continuing basis, the Chief Executive Officer’s
recommendations regarding his or her successor should he or she be unexpectedly disabled.
Management Development
The Board will determine that a satisfactory system is in effect for the education, development andorderly succession of senior and mid-level managers throughout the Company.

10Director Emeritus
The Board, in its discretion, may appoint a “Director Emeritus” who has the option to attend Boardand stockholder meetings and will receive Board materials at the discretion of the Secretary of theCompany. The Director Emeritus is an honorary position, and the Director Emeritus shall haveno voting power and shall not be considered a Director for purposes of Section 16 of the Securities
Exchange Act of 1934, as amended.
Eligibility
Eligibility for the Director Emeritus position is limited to founders of the Company, former CEOsand former Chairpersons of the Board.
Compensation
The Director Emeritus position is an honorary position, and no compensation shall be paid.
Duties and Privileges
The Director Emeritus shall be obligated to maintain the confidentiality of Company confidential
information and shall be required to comply with the Company’s Code of Business Ethics andConduct and the Insider Trading Policy. The Director Emeritus shall be eligible to attend Boardand stockholder meetings (not including executive sessions) but shall not be required to attend andhis or her presence shall not be counted toward establishment of a Board quorum. The Director
Emeritus shall receive pre-meeting communications and materials at the discretion of the Secretaryof the Company.
Term
The Director Emeritus may serve as such until his or her earlier death, resignation or removal (withor without cause) by the Board.

Revised 7- 21-202211