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 September 2017. The Board of Directors is
nominating Deborah Novotny 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, four have terms ending in
2019 (Class A), three have terms ending in 2020 (Class B), and three have terms ending in 2021
(Class C).
The current members of the Company’s Board of Directors are as follows:
Term Expiring 2019 Term Expiring 2020 Term Expiring 2021
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 John M. Murphy Thomas J. Leonard
Preston J. Stanley, Jr. [Vacancy]
Board Meetings, Committee Meetings and Attendance. \n 2018, the Company’s Board of
Directors held 12 Board meetings and 15 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 2018 Annual Meeting of Sole Shareholder.
Board Compensation. \n 2018, cach director received an annual retainer of $12,000.
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.
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.
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
www.pennichuck.com, under the “Board of Directors — Meetings, Minutes and Corporate
Governance” caption.
