Corporate Governance Matters
Current Board of Directors. The Pennichuck Corporation Board of Directors is divided into
three classes, each class serving for three years following their election and until their successors
have been elected and qualified.
The number of Directors is currently fixed at eleven. There is a vacancy on the Board in Class B
due to the resignation of a Board member in November 2019. The Board of Directors is
nominating H. Scott Flegal for election as a Class B director to fill the vacancy in Class B.
The Board currently has ten “seated” directors. Of the ten directors, three have terms ending in
2020 (Class B), three have terms ending in 2021 (Class C), and four have terms ending in 2022
(Class A).
The current members of the Company’s Board of Directors are as follows:
Term Expiring 2020 Term Expiring 2021 Ferm Expiring 2022
Class B Class C Class A
James P. Dore David P. Bernier C. George Bower
Elizabeth A. Dunn Stephen D. Genest Jay N. Lustig
Deborah Novotny Thomas J. Leonard John D. McGrath
[Vacancy] Preston J. Stanley, Jr.
Board Meetings, Committee Meetings and Attendance. In 2019, the Company’s Board of
Directors held 11 regular Board meetings, 1 Annual Board meeting, and 14 Committee meetings.
Each current member of the Board attended 75% or more of the total number of meetings of the
Board of Directors and the number of meetings of all committees of the Board on which they
served. All but one member of the Board of Directors attended the 2019 Annual Meeting of Sole
Shareholder.
Board Compensation. In 2019, each director, with the exception of John Murphy and Deborah
Novotny, received an annual retainer of $12,000. Mr. Murphy, who resigned from the Board
on November 20, 2019, received $11,000 in compensation for his services as a director.
Ms. Novotny, who joined the Board on May 4, 2019, received $8,000 in compensation for her
services as a director.
Annual Performance Evaluation. The Board of Directors conducts an annual self-evaluation
of the Board and its Committees to determine whether they are functioning effectively. Each
Committee is also required to evaluate their performance.
Corporate Code of Conduct. The Company has adopted a written Corporate Code of Conduct
that applies to its directors, officers and employees. A current copy of the Corporate Code of
Conduct can be found on the Company’s website at www.pennichuck.com, under the “Board of
Directors — Meetings, Minutes and Corporate Governance” caption.
Board Committees. The Board of Directors has established four standing committees: the
Audit, Finance and Risk Committee, the Communications Committee, the Compensation and
Benefits Committee, and the Nominating and Governance Committee.
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