BIO-RAD LABORATORIES, INC. (the “Company”)
Audit Committee Charter
Audit Committee Requirements and Structure
The board of directors of the Company (the “Board”) shall appoint an audit committee (the “AuditCommittee”) of at least three (3) members, each of whom is a member of the Board and is independentand able to read and understand fundamental financial statements, including a company’s balance
sheet, income statement and cash flow statement, at the time of appointment (each, a “Member”). Inorder to be considered independent, a Member must meet the applicable requirements of the NewYork Stock Exchange (“NYSE”) and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), promulgated by the Securities and Exchange Commission (the“SEC”). No Member may simultaneously serve on the audit committee of more than two other publiccompanies, unless the Board determines that such simultaneous service would not impair the ability ofsuch member to effectively serve on the Audit Committee and such determination is disclosed in theCompany’s annual proxy statement.
At least one (1) Member at all times shall be financially sophisticated (in that he or she has past
employment experience in finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in the individual’s financial
sophistication, including but not limited to being or having been a chief executive officer, chief
financial officer or other senior officer with financial oversight responsibilities). In addition, at leastone (1) Member shall be an “audit committee financial expert,” as defined by the SEC, or theCompany shall disclose in its periodic reports filed with the SEC pursuant to the Exchange Act thereasons why at least one (1) Member is not an “audit committee financial expert.”
The Board shall elect or appoint a Member to be the chair of the Audit Committee. The Board may
remove a Member at any time, with or without cause.
Audit Committee Purpose and RoleThe purpose of the Audit Committee is to assist the Board with its oversight responsibilities regarding:(i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal andregulatory requirements; (iii) the independent auditor’s (as defined below) qualifications andindependence; and (iv) the performance of the Company’s internal audit function and independent
auditor. The Audit Committee shall prepare the report required by the rules of the SEC to be includedin the Company’s annual proxy statement.
In addition to the powers and responsibilities expressly delegated to the Audit Committee in thisCharter, the Audit Committee may exercise any other powers and carry out any other responsibilities
delegated to it by the Board from time to time consistent with the Company’s bylaws. The powers andresponsibilities delegated by the Board to the Audit Committee in this Charter or otherwise shall beexercised and carried out by the Audit Committee as it deems appropriate without requirement ofBoard approval, and any decision made by the Audit Committee (including any decision to exercise orrefrain from exercising any of the powers delegated to the Audit Committee hereunder) shall be at theAudit Committee’s sole discretion. While acting within the scope of the powers and responsibilities
delegated to it, the Audit Committee shall have and may exercise all the powers and authority of theBoard.

Notwithstanding the foregoing, the Audit Committee’s responsibility is limited to oversight. Although
the Audit Committee has the responsibilities set forth in this Charter, it is not the responsibility of theAudit Committee to plan or conduct audits or to determine that the Company’s financial statements
and disclosure are complete and accurate and are in accordance with generally accepted accounting
principles and applicable laws, rules and regulations. These are the responsibilities of management,
the internal auditor (or others responsible for the internal audit function, including contracted nonemployee or audit or accounting firms engaged to provide internal audit services) (the “internalauditor”) and the independent auditor.
Further, auditing literature, particularly Public Company Accounting Oversight Board (“PCAOB”)
AU Section 722 defines the term “review” to include a particular set of required procedures to beundertaken by independent auditors. The members of the Audit Committee are not independent
auditors, and the term “review” as used in this Charter is not intended to have that meaning and should
not be interpreted to suggest that the Audit Committee members can or should follow the procedures
required of auditors performing reviews of financial statements.
Audit Committee Responsibilities and Process
In carrying out its responsibilities, the Audit Committee’s policies and procedures should remain
flexible, to the extent permissible, in order to best react to changing conditions and to ensure to theBoard and the stockholders of the Company that the corporate accounting and reporting practices of
the Company are in accordance with all requirements and are of the highest quality.
The Audit Committee may retain any independent counsel, experts or advisors (accounting, financialor otherwise) that the Audit Committee believes to be necessary or appropriate. The Audit Committee
may also utilize the services of the Company’s regular legal counsel or other advisors to the Company.
The Company shall provide for appropriate funding, as determined by the Audit Committee, forpayment of (a) compensation to any registered public accounting firm engaged for the purpose ofpreparing or issuing an audit report or performing other audit, review or attest services for theCompany (any such firm, an “Independent Auditor”); (b) compensation to any advisors employed bythe Audit Committee; and (c) ordinary administrative expenses of the Audit Committee that arenecessary or appropriate for carrying out its duties. The Audit Committee may conduct or authorize
investigations into any matters within the scope of the powers and responsibilities delegated to theAudit Committee.
The responsibilities of the Audit Committee shall be to:1.

Oversee the accounting and financial reporting processes of the Company and audits of theCompany’s financial statements, and review the adequacy of the Company’s system oninternal control and monitoring compliance with Company policies and guidelines.

2.

Maintain direct responsibility for the appointment, compensation, retention and oversight of
the work of any Independent Auditor engaged by the Company, including resolution of any
disagreements between the Company’s management and the Independent Auditor regarding
financial reporting. The Independent Auditor shall report directly to the Audit Committee.

3.

At least annually, review the independence and quality control procedures of the Independent
Auditor and the experience and qualifications of the Independent Auditor’s senior personnel
that are providing audit services to the Company. In conducting its review, the Audit
Committee shall: (i) obtain and review a report prepared by the Independent Auditor
describing (a) the auditing firm’s internal quality-control procedures and (b) any material2issues raised by the most recent internal quality-control review, or peer review, of the auditing
firm, or by any inquiry or investigation by governmental or professional authorities, within thepreceding five years, respecting one or more independent audits carried out by the auditing
firm, and any steps taken to deal with any such issues; (ii) discuss with the IndependentAuditor its independence from the Company, and obtain and review a formal written
statement prepared by the Independent Auditor describing all relationships between theIndependent Auditor and the Company, consistent with PCAOB Rule 3526, and consider theimpact that any relationships or services may have on the objectivity and independence of theIndependent Auditor; (iii) confirm with the Independent Auditor that the Independent Auditor
is in compliance with audit firm or audit partner rotation requirements, prohibitions on
employment of former Independent Auditor employees and prohibitions on compensation foraudit partners established by the SEC; (iv) consider whether the Company should adopt arotation of the annual audit among independent auditing firms; and (v) if applicable, consider
whether the Independent Auditor’s provision of any permitted information technology
services or other non-audit services to the Company is compatible with maintaining theindependence of the Independent Auditor.
4.

Before the Independent Auditor is engaged by the Company or its subsidiaries to render auditor non-audit services, the Audit Committee shall pre-approve the engagement. Audit
Committee pre-approval of audit and non-audit services will not be required if the engagement
for the services is entered into pursuant to pre-approval policies and procedures established bythe Audit Committee regarding the Company’s engagement of the Independent Auditor,
provided the policies and procedures are detailed as to the particular service, the Audit
Committee is informed of each service provided and such policies and procedures do notinclude delegation of the Audit Committee’s responsibilities under the Exchange Act to theCompany’s management. The Audit Committee may delegate to one or more designatedMembers the authority to grant pre-approvals, provided such approvals are presented to theAudit Committee at a subsequent meeting. If the Audit Committee elects to establish preapproval policies and procedures regarding non-audit services, the Audit Committee must be
informed of each non-audit service provided by the Independent Auditor. Audit Committee
pre-approval of non-audit services (other than review and attest services) also will not be
required if such services fall within available exceptions established by the SEC.

5.

Meet with management, the Independent Auditor and the internal auditor in connection witheach annual audit to discuss the scope of the audit, the procedures to be followed and thestaffing of the audit.

6.

Review and discuss with management and the Independent Auditor: (i) major issues
regarding accounting principles and financial statement presentations, including any
significant changes in the Company’s selection or application of accounting principles, andmajor issues as to the adequacy of the Company’s internal controls and any special audit steps
adopted in light of material control deficiencies; (ii) any analyses prepared by management or
the Independent Auditor setting forth significant financial reporting issues and judgments
made in connection with the preparation of the Company’s financial statements, including
analyses of the effects of alternative GAAP methods on the Company’s financial statements;and (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet
structures, on the Company’s financial statements.

7.

Review and discuss the annual audited financial statements with management and theIndependent Auditor, including the Company’s disclosures under “Management’s Discussionand Analysis of Financial Condition and Results of Operations.”

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8.

Review and discuss with the Independent Auditor any problems or difficulties the IndependentAuditor may have encountered during the course of the audit work, including any restrictions
on the scope of activities or access to required information or any significant disagreementswith management and management’s responses to such matters. Among the items that theAudit Committee should consider reviewing with the Independent Auditor are: (A) any
accounting adjustments that were noted or proposed by the auditor but were “passed” (asimmaterial or otherwise); (B) any communications between the audit team and theIndependent Auditor’s national office respecting auditing or accounting issues presented bythe engagement; and (C) any “management” or “internal control” letter issued, or proposed to
be issued, by the Independent Auditor to the Company. The Audit Committee shall obtainfrom the Independent Auditor assurances that Section 10A(b) of the Exchange Act (discoveryof an “illegal act,” as defined therein) has not been implicated.

9.

Discuss with the Independent Auditor the report that the Independent Auditor is required tomake to the Audit Committee (required prior to filing any audit report) regarding: (i) all
accounting policies and practices to be used that the Independent Auditor identifies as critical;(ii) all alternative treatments, within GAAP, for policies and practices related to material items
that have been discussed among management officials of the Company and the Independent
Auditor, including the ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the Independent Auditor; and (iii) other material written
communications between the Independent Auditor and the Company management, such as
any management letter, management representation letter, reports on observations andrecommendations on internal controls, Independent Auditor’s engagement letter, Independent
Auditor’s independence letter, schedule of unadjusted audit differences and a listing ofadjustments and reclassifications not recorded, if any. Hold meetings (including privatemeetings as necessary) with the Independent Auditor.

10.

Discuss “Communications with Audit Committees” PCAOB Auditing Standard No. 16 itemswith the Independent Auditor as well as the quality of the Company’s accounting principlesapplied before the audit sign-off.

11.

Based on the review and discussions referred to in paragraphs 9 and 10 above, the review anddiscussion of the audited financial statements pursuant to paragraph 7 above and the review ofthe disclosures received from the Independent Auditor regarding its independence anddiscussions with the Independent Auditor regarding such independence pursuant to paragraph
3 above, determine whether to recommend to the Board that the audited financial statements
be included in the Company’s Annual Report on Form 10-K for the fiscal year subject to theaudit.

12.

Prior to the filing of the Company’s Quarterly Report on Form 10-Q, discuss with theIndependent Auditor significant events, transactions, or changes in accounting estimates thathave occurred during the year, which the Independent Auditor, in performing the quarterly
review, believes to have affected the quality of the Company’s financial reporting, and review
and discuss the quarterly financial statements with management and the Independent Auditor,
including the Company’s disclosures under “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.”

13.

Review the appointment and replacement of the Company’s internal auditor and meet
periodically with the Company’s internal auditor to discuss the responsibilities, budget andstaffing of the Company’s internal audit function and any issues that the internal auditor

4believes warrant Audit Committee attention. The Audit Committee shall discuss with theinternal auditor any significant reports to management prepared by the internal auditor and any
responses from management.
14.

Discuss with management and the Independent Auditor the Company’s earnings press releases
in advance of their issuances, as well as financial information and earnings guidance provided
to analysts and rating agencies. The Audit Committee’s discussion in this regard may begeneral in nature.

15.

Hold meetings with and/or review reports from the CEO and CFO regarding disclosure by theCEO and CFO of significant deficiencies or weaknesses in internal controls and any fraud,material or not, involving the Company management or other employees who play asignificant role in the Company’s internal controls.

16.

Review with the Company’s General Counsel any legal matter that could reasonably beexpected to have a significant impact on the Company’s financial statements.

17.

Conduct a post-audit review of the financial statements and audit findings, which review
should include: (i) consideration of any suggestions for improvements provided tomanagement by the Independent Auditor and (ii) discussions with the Independent Auditor
regarding the Independent Auditor’s judgments about the quality and acceptability of theCompany’s accounting principles.

18.

Request confirmation from management, the Independent Auditor and the Company’s internal
auditor that they are not aware of any instances where the Company’s foreign subsidiaries andforeign affiliated entities, if any, are not in conformity with applicable legal requirements,including disclosure of related party transactions.

19.

Review and discuss with management the Company’s policies with respect to financial risk
assessment and financial risk management. The Audit Committee shall discuss withmanagement the Company’s significant financial risk exposures and the actions management
has taken to limit, monitor or control such exposures.

20.

Review and assess, at least annually, the Company’s investment policies and performance, andtreasury functions including cash management procedures.

21.

Set clear hiring policies for employees or former employees of the Company’s IndependentAuditor.

22.

Establish procedures for the receipt, retention and treatment of complaints received by theCompany regarding accounting, internal accounting controls or auditing matters, and for the
anonymous and confidential submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.

23.

Review any correspondence from or with regulators or governmental agencies, any employee
complaints or any published reports that raise material issues regarding the Company’s
financial statements, financial reporting process, accounting policies, internal controls orinternal audit function.

524.

In conjunction with the Company’s Legal and Regulatory Compliance Committee of theBoard, review and assess potential conflicts of interest and related party transactions on an
ongoing basis and approve any such permissible related party transactions.

25.

Review internal audit plans and results, organization structure and qualifications.

26.

Review and assess the performance of the Audit Committee and its Members, at least
annually, including a review of the Audit Committee’s compliance with this charter.

27.

Review and reassess the adequacy of this charter on at least an annual basis and submit any
recommended changes to the full Board for its consideration.

28.

Perform other oversight functions as requested by the Board.

29.

Report regularly to, and review with, the Board any issues that arise with respect to the quality
or integrity of the Company’s financial statements, the Company’s compliance with legal orregulatory requirements, the performance and independence of the Company’s Independent
Auditor, the performance of the Company’s internal audit function or any other matter theAudit Committee determines is necessary or advisable to report to the Board.

Audit Committee Meetings
The Audit Committee shall meet at least once during each fiscal quarter, and otherwise, as the Audit
Committee determines necessary to carry out its duties and responsibilities. Meetings shall be set up
with management, internal auditors and the Independent Auditor to address the issues and carry out
the duties set forth above.

Adopted by the Board of Directors of the CompanyonFebruary 21, 2018.

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