Position: Board of Director Member

Transcription

1 PENNICHUCK CORPORATION 9/9/16 Position: Board of Director Member The Pennichuck Board is seeking individuals to serve on the Pennichuck Corporation Board of Directors. At this time, we are seeking to fill one of our Board seats which requires the candidate to be a resident of the City of Nashua. Responsibilities will include a commitment to provide oversight of the Company s business operations, financial performance, compensation and benefits, and to ensure stable management and business continuity. Board members must exercise sound business judgment and be able to maintain familiarity with the Company s operations and senior management, read and understand information prepared by management and other Board members, and attend regularly scheduled and special Board meetings and assigned Committee meetings. Interested individuals should send a cover letter and resume by September 30, 2016 to: Chairman, Nominating and Governance Committee Attention: Suzanne L. Ansara, Corporate Secretary Pennichuck Corporation P.O. Box 1947 Merrimack, NH or to: suzanne.ansara@pennichuck.com For detailed information on the position requirements and selection process, visit Pennichuck Corporation s website at * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Page Selection Process Nomination and Approval 2 Job Description Board of Directors 3-4 Areas of Expertise for the Overall Board of Directors 5 Persons NOT Eligible to Serve on the Pennichuck Board 5 Page 1 of 5

2 PENNICHUCK CORPORATION BOARD OF DIRECTORS Selection Process Nomination and Approval All interested candidates should forward a cover letter noting the reason for their interest together with a resume and qualifications to the Chairman of the Nominating and Governance Committee, addressed as follows: Chairman, Nominating and Governance Committee Attention: Suzanne L. Ansara, Corporate Secretary Pennichuck Corporation P.O. Box 1947 Merrimack, NH or to: suzanne.ansara@pennichuck.com Selected candidates will be interviewed by the Nominating and Governance Committee of the Pennichuck Board of Directors. Selected candidates will be subject to background and credit checks. Selected candidates will be subject to a 2 nd public interview held by the Nominating and Governance Committee. Members of the Pennichuck Board of Directors and the Board of Aldermen of the City of Nashua may attend, as well as members of the public. The Nominating and Governance Committee s recommendation(s) will then be provided to the Pennichuck Board of Directors for their consideration and approval. Selected candidate(s) approved by the Pennichuck Board of Directors will be recommended to the Sole Shareholder, the City of Nashua, for consideration and approval. Page 2 of 5

3 Job Description Board of Directors Responsibilities: Report to the sole shareholder, the City of Nashua, through the Board of Aldermen Ensure stable management and business continuity: Select and appoint a Chief Executive Officer Nominate future members to the Board of Directors Assess the performance of the CEO and the Board Oversee the company s business operations: Review operational assessments including engineering and customer service performance Review and approve short and long term strategic plans Assess major operational risks including but not limited to legal, information technology, environmental and safety risks Review and approve major long-term contractual obligations Review and approve acquisitions and divestitures of assets Oversee regulatory affairs Oversee the company s financial performance: Ensure compliance with financial policies and controls Review the company s financial results Ensure the integrity of financial results Review and approve company budgets Appoint independent auditors Understand and assess financial risks Review and approve company financing Oversee the company s compensation and benefits: Establish and monitor compensation and benefit policies Monitor investment performance of benefit programs Ensure compliance with fiduciary responsibilities for defined benefit, defined contribution (401k), and VEBA plans Page 3 of 5

4 Job Description Board of Directors (cont.) In order to carry out these responsibilities, Board members must: Understand their obligations under the Right to Know Law requirements of RSA Chapter 91-A Attend both regularly scheduled and special Board meetings Attend assigned Committee meetings Maintain familiarity with the company s operations and senior management Read and understand information prepared by management and other Board members Exercise sound business judgment Compensation This position is compensated at $12,000 per year ($1,000 per month) Time Commitment Monthly Board meetings (approximately 3-4 hours) and time required to prepare for such meetings Committee meetings (approximately 1-3 hours) and time required to prepare for such meetings Page 4 of 5

5 Areas of Expertise for the Overall Board of Directors Taken as a whole, the Pennichuck Board of Directors should include the following skills: Business management experience at the executive level Water utility operating or engineering experience Water resource management or engineering experience Financial expertise in public accounting, banking, or as the CEO or CFO of a significant business Defined benefit program experience Human resources management experience Customer service experience Legal experience Regulatory compliance experience Information technology experience Prior experience of serving on a corporate board of directors Persons NOT Eligible to Serve on the Pennichuck Board of Directors The Mayor and Members of the Board of Aldermen of the City of Nashua, NH Elected members of the governing body of any municipality serviced by Pennichuck Water Works, Inc., Pennichuck East Utility, Inc., and Pittsfield Aqueduct Company, Inc. The Director of the Public Works Department of the City of Nashua, NH Members of the Board of Public Works of the City of Nashua, NH Any person who has served in any of the above capacities in the last two years Any immediate family member (spouse, parent, step parent, parent-in-law, child, child s spouse, stepchild, stepchild s spouse, son-in-law, daughter-in-law, sibling, grandparent, grandchild or grandchild s spouse) of the Mayor of the City of Nashua, NH or of any person in the categories listed above. Page 5 of 5