described in the Audit Committee charter, it is the Audit Committee’s policy and procedure to review and consider and ultimately
pre-approve, where appropriate, all audit and non-audit engagement services to be performed by our independent registered public
accountants. All of the audit services provided by Ernst & Young LLP during fiscal year 2018 were pre-approved in accordance
with the Audit Committee’s policy.
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
review all relationships and transactions in which the Company and our directors, executive officers or their immediate family
members participate to determine whether such persons have a direct or indirect material interest in such transactions or relationships.
In addition, our Code of Ethics and Business Conduct generally prohibits our officers, directors and employees from engaging in
activities that involve, or even appear to involve, a conflict between their personal interest and the interests of the Company.
Our Code of Ethics and Business Conduct encourages our employees to report to us an actual or apparent conflict of interest.
Board of Directors or the Audit Committee, in either case, with any directors involved in the relevant transaction recusing themselves
from the discussion and decision, reviews all related party transactions involving the Company and any of the Company’s
principal shareholders or members of our board of directors or senior management or any immediate family member of any of the
foregoing. A general statement of this policy is set forth in our Audit Committee charter, which is published on our website at
www.stereotaxis.com, Investors, Governance. However, the Board does not have detailed written policies and procedures for reviewing
related party transactions. Rather, all facts and circumstances surrounding each related party transaction may be considered.
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
16(a) of the Securities Exchange Act of 1934 requires all Company executive officers, directors and persons owning more than 10%
of any registered class of our capital stock to file reports of ownership and changes in ownership with the SEC. Based solely
on the reports received by us and on written representations from our directors and executive officers, we believe that all such
persons timely filed such reports during the last fiscal year.
Included In Proxy Statement
of shareholders of the Company that are intended to be presented by such shareholders at the Company’s 2020 Annual Meeting
and that shareholders desire to have included in the Company’s proxy materials relating to such meeting must be received
by the Company at its principal executive offices no later than December 13, 2019, which is 120 calendar days prior to the anniversary
of April 11, 2019, the release date of this proxy statement relating to the 2019 Annual Meeting. Upon timely receipt of any such
proposal, the Company will determine whether or not to include such proposal in the proxy statement and proxy in accordance with
applicable regulations governing the solicitation of proxies.