MAXCYTE INC. (the "Company")

Introduction from the Chairman of MaxCyte, Inc.

The Directors recognise the importance of good corporate governance and, as an AIM-listed Company, MaxCyte, Inc. adopts the Quoted Companies Alliance Corporate Governance Code (the “QCA Code”). The underlying principle of the QCA Code is that the purpose of good corporate governance is to ensure that the company is managed in an efficient, effective and entrepreneurial manner for the benefit of all shareholders over the longer term. The table below sets out how the Company complies with the QCA Code. Further information on our compliance with the QCA Code is included in the Annual Report and Financial Statements for the year ended 31 December 2019.

J. Stark Thompson, PhD, Non-Executive Chairman

This page was last updated on April 1, 2021.

No.

Application (as set out by the QCA) Details of Compliance
Principle 1: Establish a strategy and business model which promote long-term value for shareholders

1.

The board must be able to express a shared view of the company’s purpose, business model and strategy. It should go beyond the simple description of products and corporate structures and set out how the company intends to deliver shareholder value in the medium to long term. It should demonstrate that the delivery of long-term growth is underpinned by a clear set of values aimed at protecting the company from unnecessary risk and securing its long-term future. MaxCyte is a leading cell-engineering company focused on enabling the discovery, development and commercialisation of next-generation cell-based medicines.

MaxCyte’s patented, high-performance, and scalable non-viral delivery platform (the ExPERT™) is used by hundreds of academic and bio-pharmaceutical customers globally to transfect, or deliver foreign molecules into cells, for a wide variety of applications – from protein production (including small molecule therapeutics, viral vectors, and vaccines) to the research, discovery, development, and manufacturing of next-generation cell-based therapeutics in a fully GMP environment.

MaxCyte licenses its expert platform to researchers and bio-pharmaceutical customers for research, clinical and commercial use. MaxCyte also sells its flow electroporation instruments and processing assemblies for drug discovery and development in applications including cell-based assays for drug screening, rapid scalable protein production, biomanufacturing and stable cell line development. The Company’s business model and strategy is expected to lead to long- term growth through steady recurring high margin licensing opportunities and the potential to benefit from commercial license/milestone payments from those partner companies who are successful in taking a product from research through clinical development to market. The Board monitors the exposure to key business risks and reviews the progress of the Company towards achievement of its strategic goals, budgets and forecasts. The risks faced by the Company are set out on pages 16 to 17 of the Annual Report and Financial Statements for year ended 31 December 2019.
Principle 2: Seek to understand and meet shareholder needs and expectations

2.

Directors must develop a good understanding of the needs and expectations of all elements of the company’s shareholder base. The board must manage shareholders’ expectations and should seek to understand the motivations behind shareholder voting decisions. The Board attaches high importance to maintaining good relationships with all stockholders. The Executive Directors hold regular meetings with institutional stockholders to keep them updated on the Company’s performance, strategy, management and Board membership. The Executive Directors give regular briefings to analysts who cover the industry and actively encourage more analysts to follow the Company. Further, the Company holds an Annual General Meeting for all shareholders to attend and encourages open discussion and dialogue. Beyond the Annual General Meeting, the Chief Executive Officer meets regularly with investors to provide them with updates on the Company’s business. The Company has a dedicated investor relations team which can be contacted at IR@maxcyte.com.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success

3.

Long term success relies upon good relations with a range of different stakeholder groups both internal (workforce) and external (suppliers, customers, regulators and others). The board needs to identify the company’s stakeholders and understand their needs, interests and expectations. Where matters that relate to the company’s impact on society, the communities within which it operates or the environment have the potential to affect the company’s ability to deliver shareholder value over the medium to long term, then those matters must be integrated into the company’s strategy and business model. Feedback is an essential part of all control mechanisms. Systems need to be in place to solicit, consider and act on feedback from all stakeholder groups. The Company is committed to sustaining progress and competitiveness in all aspects of its business. The Company is also aware of its corporate social responsibilities and the need to maintain successful working relationships between its employees, partners, suppliers, regulatory authorities and patients including those involved in its clinical development trials. Further, the Company regularly encourages feedback from its partners and customers through regular visits from its scientific, sales and marketing teams. The Company has implemented employee feedback sessions and holds regular meetings to inform employees regarding the Company’s progress, goals and strategy and encourage and receive employee feedback regarding all aspects of the Company's operations and working arrangements, wherever appropriate.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation

4.

The principal risks and uncertainties relating to the company's business, financial condition and results of operations are set out on pages 16 to 17 of the company's Annual Report and Financial Statements for the year ended 31 December 2019. Management and the Board regularly monitor the company's exposure to key business risks and reviews the progress of the company towards the achievement of its strategic goals, budgets and forecasts. The principal risks and uncertainties relating to the Company's business, financial condition and results of operations are set out on pages 16 to 17 of the Company's Annual Report and Financial Statements for the year ended 31 December 2019. The Management and the Board regularly monitor the Company's exposure to key business risks and the progress of the Company towards the achievement of its strategic goals, budgets and forecasts.
Principle 5: Maintain the board as a well-functioning, balanced team led by the chair

5.

The board members have a collective responsibility and legal obligation to promote the interests of the company, and are collectively responsible for defining corporate governance arrangements. Ultimate responsibility for the quality of, and approach to, corporate governance lies with the chair of the board. The board (and any committees) should be provided with high quality information in a timely manner to facilitate proper assessment of the matters requiring a decision or insight. The board should have an appropriate balance between executive and non-executive directors and should have at least two independent non- executive directors. Independence is a board judgment. The board should be supported by committees (e.g, audit, compensation, nomination) that have the necessary skills and knowledge to discharge their duties and responsibilities effectively. Directors must commit the time necessary to fulfil their roles. The Board comprises six Non-Executive Directors (including the Chairman) and two Executive Directors. All the Non-Executive Directors are considered to be independent. All Directors receive regular and timely information about the Company’s operational and financial performance. Formal Board meetings are scheduled at the start of each financial year. A formal agenda and the accompanying board papers are circulated in advance of each meeting. The Board has an Audit Committee, a Compensation Committee and a Nominations Committee. Further details of the Company’s committees including their composition are set out in pages 23, 25 and 28 of the Annual Report and Financial Statements for year ended 31 December 2019. All the Directors commit the time necessary to fulfil their roles at the Company. See page 22 of the Annual Report and Financial Statements for the attendance of each of the Directors at the Board meetings during the last financial year ended 31 December 2019.
Principle 6: Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities

6.

The board must have an appropriate balance of sector, financial and public markets skills and experience, as well as an appropriate balance of personal qualities and capabilities. The board should understand and challenge its own diversity, including gender balance, as part of its composition. The board should not be dominated by one person or a group of people. Strong personal bonds can be important but can also divide a board. As companies evolve, the mix of skills and experience required on the board will change, and board composition will need to evolve to reflect this change. The Nominations Committee reviews the structure, size and composition of the Board, recommends changes to the Board, and identifies individuals qualified to become members of the Board. Where new Board appointments are considered, the search for candidates is conducted, and appointments are made, on merit, against objective criteria and with due regard for the benefits of diversity on the Board. Details of the skills and experience of each of the Directors is set out on pages 20 to 21 of the Annual Report and Financial Statements for the year ended 31 December 2019 and on the Board of Directors page of our website – here. The Board receives training from the VP, Legal, as required, in light of any changes to the law or best corporate governance. In particular, the Board receives regular training on the Company's obligations, and the individual responsibilities of each Director, under the European Union Market Abuse Regulation.
Principle 7: Evaluate board performance based on clear and relevant objectives, seeking continuous improvement

7.

The board should regularly review the effectiveness of its performance as a unit, as well as that of its committees and the individual directors. The board performance review may be carried out internally or, ideally, externally facilitated from time to time. The review should identify development or mentoring needs of individual directors or the wider senior management team. It is healthy for membership of the board to be periodically refreshed. Succession planning is a vital task for boards. No member of the board should become indispensable. The Board ensures it has appropriate expertise to meets the needs of the Company as outlined in Principle 6 and the Board evaluates its performance on an on-going basis. The Board does not currently undertake a formal annual evaluation process. Developing the Company's employees, in preparation for future advancement and making sure qualified employees are present, is a key focus of the Executive and Directors, with input from the Nominations Committee, Compensation Committee and the Board as a whole, as appropriate.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours

8.

The board should embody and promote a corporate culture that is based on sound ethical values and behaviours, and use it as an asset and a source of competitive advantage. The policy set by the board should be visible in the actions and decisions of the chief executive and the rest of the management team. Corporate values should guide the objectives and strategy of the company. The culture should be visible in every aspect of the business, including recruitment, nominations, training and engagement. The performance and reward system should endorse the desired ethical behaviours across all levels of the company. The corporate culture should be recognisable throughout the disclosures in the annual report, website and any other statements issued by the company. Our corporate governance is based on the leadership of our Board for the entire Company, and we believe it is essential to our ability to deliver our strategy. The Executive Directors regularly monitor the Company’s cultural environment and seek to address any concerns that may arise. As the Company grows, we will regularly review the extent and appropriateness of the Company’s corporate governance practices and procedures. The Board oversees compliance with relevant legislation and regulations, including the European Union Market Abuse Regulation. The Board also considers employee compensation, key appointments and other employee issues. This is achieved by the close involvement of the Executive and Directors in the day-to-day running of the business and by regular reporting at meetings of the Board and its committees.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision-making by the board

9.

The company should maintain governance structures and processes in line with its corporate culture and appropriate to its:
  • Size and complexity
  • Capacity, appetite and tolerance for risk
The governance structures should evolve over time in parallel with its objectives, strategy and business model to reflect the development of the company.
The role of the Chairman is to lead and oversee the Board, and to promote good corporate governance within the Company. The Chief Executive Officer has responsibility for the business operations, for implementing the Company's strategy and for the day to day running of the business. The Governance Report on pages 23 to 24 of the Annual Report and Financial Statements for year ended 31 December 2019 sets out further details of the Company’s governance structure and the roles and responsibilities of the Directors, the Board and its committees.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders

10.

A healthy dialogue should exist between the board and all of its stakeholders, including shareholders, to enable all interested parties to come to informed decisions about the company. In particular, appropriate communication and reporting structure should exist between the board and all constituent parts of its shareholder base. This will assist:
  • The communication of shareholders’ views to the board
  • The shareholders’ understanding of the unique circumstances and constraints faced by the company.
It should be clear where these communication practices are described (annual report or website).
The Company values its communications with all its stakeholders. The Company’s website is updated on a regular basis and users have the ability to view the description of the Company’s business as well as its financial statements as they become available. As noted under Principal 2, the Executive Directors are in regular communication with shareholders to share information regarding the Company and to understand the views of shareholders which are communicated to the Board by the Executive Directors as appropriate. The Company’s financial reports can be found here. Notices of General Meetings of the Company can be found here. The results of voting on all resolutions in future general meetings will be posted to the Company’s website, including any actions to be taken as a result of resolutions for which twenty (20) percent of independent shareholders have cast votes against.

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Forward looking statements

This webpage and the information contained herein contains certain statements which are, or may be deemed to be, forward looking statements with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the boards of directors of the Company. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of the Company in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this webpage and the information contained herein. Except as required by any applicable law or regulation, the Company assumes no obligation to update or correct the information contained in this webpage and the information contained herein.

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