Corporate Governance Matters
Current Board of Directors. Our 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 Pennichuck Corporation Board currently has eleven directors. Of the eleven directors, four
have terms ending in 2017 (Class B), three have terms ending in 2018 (Class C), and four have
terms ending in 2019 (Class A).
On April 22, 2016, James McMahon resigned from the Board. Ata Special Meeting of the Sole
Shareholder held on March 24, 201 7, John Murphy was elected as a Class B director to fill the
vacancy resulting from the resignation of James McMahon.
The current members of the Company’s Board of Directors are as follows:
Term Expiring 2017 Term Expiring 2018 Term Expiring 2019
Class B Class C Class A
James P. Dore David P. Bernier C. George Bower
Elizabeth A. Dunn Stephen D. Genest Jay N. Lustig
Paul A. Indeglia Thomas J. Leonard John D. McGrath
John M. Murphy Preston J. Stanley, Jr.
Board Meetings, Committee Meetings and Attendance. In 2016, the Company’s Board of
Directors held twelve meetings. Each member of the Board participated in all Board meetings
held, except for three directors who missed one Board meeting, and one director who missed two
Board meetings. All members of the Board of Directors attended the 2016 Annual Meeting of
Sole Shareholder.
In 2016, twenty-two Board Committee meetings were held. Each member of the Board of
Directors participated in all meetings of the Committees on which they served, except for six
directors, who each missed one Committee meeting.
Board Compensation. In 2016, each director, with the exception of James McMahon and John
Murphy, received an annual retainer of $12,000. Mr. McMahon, who served on the Board until
his resignation on April 22, 2016, received four month’s compensation of $4,000 for his services
as a director. Mr. Murphy was not a director in 2016. .
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” caption, under the “Corporate Governance” heading.
