Documents & Charters

Corporate Governance & Internal Controls

The Directors are committed to maintaining high standards of corporate governance. MaxCyte, as far as appropriate for a company located in the U.S. and of its size and stage of development, adopted the Quoted Companies Alliance Corporate Governance Code (the “QCA Code“).

The Company has adopted an appropriate share dealing code in order to comply with Rule 21 of the AIM Rules and relevant U.S. securities laws for companies relating to directors and applicable employees dealing in the company’s securities. MaxCyte takes all reasonable steps to ensure compliance with such by the directors and any relevant employees.

The Board

The company has established three committees – the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, each with formally delegated duties and responsibilities, and with written charters. From time to time, separate committees may be set up by the Board to consider specific issues when the need arises.

Audit Committee

The Audit Committee is comprised of Will Brooke, who serves as committee chair, Dr. Yasir Al-Wakeel, John Johnston and Art Mandell. The Audit Committee assists the Board in discharging its responsibilities, in accordance with its charter, with regard to financial reporting and external and internal audits and controls, including, amongst other things, reviewing terms of engagement of the Company’s auditors, reviewing (in consultation with the auditors) the scope of the audit, receiving and reviewing reports from management and the Company’s auditors relating to quarterly and half-yearly reports and annual accounts, as well as the Company’s accounting and the internal controls. The Audit Committee meets formally on a quarterly basis and otherwise as required.

Compensation Committee

The Compensation Committee is comprised of Rekha Hemrajani, who serves as committee chair, Will Brooke and Stan Erck. The Compensation Committee is responsible, in accordance with its charter, for establishing a formal and transparent procedure for developing policy on executive compensation and setting the compensation packages of individual Directors. This includes recommending to the Board the framework for compensation of the Executive Directors and such other members of the executive management of the Company as it is designated to consider. It is furthermore responsible for recommending the total individual compensation packages of each Director including, where appropriate, bonuses, incentive payments and share options. No Director may be involved in any decision as to his/her own compensation. The Compensation Committee may also make recommendations to the Board concerning the allocation of incentive payments to employees and the grant of options, if any, to eligible individuals. The Compensation Committee meets on a quarterly basis.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is comprised of Richard Douglas, Stan Erck and Art Mandell, who serves as committee chair. The Nominating and Corporate Governance Committee is responsible, in accordance with its charter, for reviewing the structure, size and composition of the Board and recommending to the Board any changes required, for succession planning and for identifying and nominating for approval of the Board candidates to fill vacancies as and when they arise. The committee is also responsible for reviewing the results of the Board performance evaluation process and making recommendations to the Board concerning suitable candidates for the role of senior independent director and the membership of the Board. The Nominating and Corporate Governance Committee is also responsible for instituting plans or programs for the continuing education of the Board and orientation of new Directors as well as developing and making recommendations to the Board regarding corporate governance matters. The Nominating and Corporate Governance Committee will meet not less than once a year and at such other times as any member of the committee, the Board or Secretary shall require.