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. On September 22, 2017, Paul A. Indeglia
resigned as a Director, which has resulted in a vacancy on the Board in Class B.
The Board currently has ten “seated” directors. Of the ten directors, three have terms ending in
2018 (Class C), four have terms ending in 2019 (Class A), and three have terms ending in 2020
(Class B).
The current members of the Company’s Board of Directors are as follows:
Term Expiring 2018 Term Expiring 2019 Term Expiring 2020
Class C Class A Class B
David P. Bernier C. George Bower James P. Dore
Stephen D. Genest Jay N. Lustig Elizabeth A. Dunn
Thomas J. Leonard John D. McGrath John M. Murphy
Preston J. Stanley, Jr. [ Vacancy |
Board Meetings, Committee Meetings and Attendance. In 2017, 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, three directors who missed two
Board meetings, and one director who missed three Board meetings. All but one member of the
Board of Directors attended the 2017 Annual Meeting of Sole Shareholder.
In 2017, fourteen 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 2017, each director, with the exception of Paul Indeglia and John
Murphy, received an annual retainer of $12,000. Mr. Indeglia, who served on the Board until his
resignation on September 22, 2017, received nine month’s compensation of $9,000 for his
services as a director. Mr. Murphy, who joined the Board on March 24, 2017, received ten
month’s compensation of $10,000.
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.
