Corporate Governance Matters
Current Board of Directors. the Pennichuck Corporation Board of Directors ts 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 cleven. Of the eleven dircetors, four have terms
ending in 2022 (Class A), four have terms ending in 2623 (Class B), and three have terms ending
in 2024 (Class C).
The current members of the Company's Board of Dircctors are as follows.
Term Expiring 2022 Term Expiring 2023 Term Expiring 2024
Class A Class B Class C
C. George Bower James P. Dore David P. Bernier
Jay N. Lustig Elizabeth A Dunn Stephen D. Genest
John D, McGrath HH. Scott Flegal Thomas J. I-eonard
Preston J. Stanley, Jr. Deborah Novotny
The Board of Directors is recommending that the Sole Shareholder elect two new members to
the Board. Amymarie R. Corsiveau (Class A) and Sarah Pillsbury (Class C), increasing the
current number of directors from eleven to a full slate of thirteen.
Board Meetings, Committee Meetings and Attendance. |n 2021, the Company's Board of
Directors held 13 Board meetings and 14 Committee meetings, either virtually or in person.
Each current member of the Board attended a majority 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 two members of the Board of Dircctors attended the 2021 “virtual” Annual
Meeting of Sole Sharcholder.
Board Compensation, |» 2021, each director received an annual retainer of $12,000.
Annuat 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 Commitice.
Each Committee has adopted a written Charter which sets forth its purpose, membership,
duties and responsibilities. A copy of each Charter can be found on the Company’s website at
