Corporate Governance

Approved by the Board of Directors, February 24, 2003
Revised July 7, 2014

The reputation and integrity of The York Water Company (the “Company”) are valuable assets that are vital to the Company’s success.  Each employee and Board member of the Company, including each of the Company’s officers, is responsible for conducting the Company’s business in a manner that demonstrates a commitment to the highest standards of integrity.  No Code of Conduct can replace the thoughtful behavior of an ethical employee or Board member.  The purpose of this Code is to focus employees and Board members on areas of ethical risk, provide guidance to help employees and Board members to recognize and deal with ethical issues, provide mechanisms for employees and Board members to report unethical conduct, and foster among employees and Board members a culture of honesty and accountability.  Dishonest or unethical conduct or conduct that is illegal will constitute a violation of this Code, regardless of whether such conduct is specifically referenced herein.

The Company’s Board of Directors is ultimately responsible for the implementation of the Code of Conduct.  The Board has designated the Secretary to be the compliance officer (the “Compliance Officer”) for the implementation and administration of the Code.

Questions regarding the application or interpretation of the Code of Conduct are inevitable.  Employees and Board members should feel free to direct questions to the Compliance Officer.  In addition, employees and Board members who observe, learn of, or, in good faith, suspect a violation of the Code, must immediately report the violation to the Compliance Officer, another member of the Company’s senior management, or to the Audit Committee of the Board of Directors.  Employees and Board members who report violations or suspected violations in good faith will not be subject to retaliation of any kind.  Reported violations will be investigated and addressed promptly and will be treated confidentially to the extent possible.  A violation of the Code of Conduct may result in disciplinary action, up to and including termination of employment or Board membership.

Requests for a waiver of a provision of the Code of Conduct must be submitted in writing to the Compliance Officer for appropriate review, and an officer, director or appropriate Board committee will decide the outcome.  For conduct involving an executive officer or Board member, only the Board of Directors or the Audit Committee of the Board has the authority to waive a provision of the Code.    In the event of an approved waiver involving the conduct of an officer or Board member, appropriate and prompt disclosure must be made to the Company’s shareholders as and to the extent required by listing standards or any other regulation. Statements in the Code of Conduct to the effect that certain actions may be taken only with “Company approval” will be interpreted to mean that appropriate officers or Board directors must give prior written approval before the proposed action may be undertaken.

Employees will receive periodic training, but not less than once every three years, on the contents and importance of the Code of Conduct and related policies and the manner in which violations must be reported and waivers must be requested.  Each officer of the Company will be asked to certify on an annual basis that he/she is in full compliance with the Code of Conduct and related policy statements.

I. Violations of Law

A variety of laws apply to the Company and its operations, and some carry criminal penalties.  These laws include banking regulations, securities laws, environmental protection laws, and state laws relating to duties owed by corporate directors and officers.  Examples of criminal violations of the law include: stealing, embezzling, misapplying corporate or bank funds, using threats, physical force or other unauthorized means to collect money; making a payment for an expressed purpose on the Company’s behalf to an individual who intends to use it for a different purpose; or making payments, whether corporate or personal, of cash or other items of value that are intended to influence the judgment or actions of political candidates, government officials or businesses in connection with any of the Company’s activities.  The Company must and will report all suspected criminal violations to the appropriate authorities for possible prosecution, and will investigate, address and report, as appropriate, non-criminal violations.

II. Conflicts of Interest

A conflict of interest can occur or appear to occur in a wide variety of situations.  Generally speaking a conflict of interest occurs when an employee’s or an employee’s immediate family’s personal interest interferes with, has the potential to interfere with, or appears to interfere with the interests or business of the Company.  For example, a conflict of interest could arise that makes it difficult for an employee or Board member to perform corporate duties objectively and effectively where he/she is involved in a competing interest.  Another such conflict may  occur  where  an  employee or  a family  member  receives  a gift¹, a unique advantage, or an improper personal benefit as a result of the employee’s or Board member’s position at the Company.  Because a conflict of interest can occur in a variety of situations, you must keep the foregoing general principle in mind in evaluating both your conduct and that of others.  Related party transactions are discouraged, but may be necessary or beneficial under certain circumstances.  The Audit Committee must review and approve any “related party” transaction as defined in Item 404(a) of Regulation S-K before it is consummated.  The Company’s Related Party Transaction Policy is incorporated by reference into this Code.  Employees and Board members are prohibited from trading in securities while in possession of material inside information.  Among other things, trading while in possession of material inside information can subject the employee or Board member to criminal or civil penalties.  The Company’s Securities Trades Policy is incorporated by reference into this Code.

OUTSIDE ACTIVITIES/EMPLOYMENT

Any outside activity, including employment, should not significantly encroach on the time and attention employees devote to their corporate duties, should not adversely affect the quality or quantity of their work, and should not make use of corporate equipment, facilities, or supplies, or imply (without the Company’s approval), the Company’s sponsorship or support.  In addition, under no circumstances are employees permitted to compete with the Company, or take for themselves or their family members business opportunities that belong to the Company that are discovered or made available by virtue of their positions at the Company.  Employees are prohibited from taking part in any outside employment without the Company’s prior approval, which will not be unreasonably withheld unless the Company determines that said employment violates this Code of Conduct.

CIVIC/POLITICAL ACTIVITIES

Employees are encouraged to participate in civic, charitable or political activities so long as such participation does not encroach on the time and attention they are expected to devote to their company-related duties.  Such activities are to be conducted in a manner that does not involve the Company or its assets or facilities, and does not create an appearance of Company involvement or endorsement.

LOANS TO EMPLOYEES

The Company will not make loans or extend credit guarantees to or for the personal benefit of officers, except as permitted by law.  Loans or guarantees may be extended to other employees only with Company approval.

III. Fair Dealing

Each employee should deal fairly and in good faith with the Company’s customers, suppliers, regulators, business partners, and others.  No employee may take unfair advantage of anyone through manipulation, misrepresentation, inappropriate threats, fraud, abuse of confidential information, or other related conduct.

IV. Proper Use of Company Assets

Company assets, such as information, materials, supplies, time, intellectual property, facilities, software, and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, may be used only for legitimate business purposes.  The personal use of Company assets, without Company approval, is prohibited.

V. Delegation of Authority

Each employee, and particularly each of the Company’s officers, must exercise due care to ensure that any delegation of authority is reasonable and appropriate in scope, and includes appropriate and continuous monitoring.  No authority may be delegated to employees who the Company has reason to believe, through the exercise of reasonable due diligence, may have a propensity to engage in illegal activities.

VI. Handling Confidential Information

Employees and Board members should observe the confidentiality of information that they acquire by virtue of their positions at the Company, including information concerning customers, suppliers, competitors, and other employees, except where disclosure is approved by the Company or otherwise legally mandated.  Of special sensitivity is financial information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company, or when it has been publicly available in a periodic or special report for at least two business days.  The Company’s Information Security Policy is incorporated by reference into this policy.

VII. Handling of Financial Information

Federal law requires the Company to set forth guidelines pursuant to which the principal executive officer and senior financial employees perform their duties.  Employees subject to this requirement include the principal executive officer, the principal financial officer, controller or principal accounting officer, and any person who performs a similar function.  However, the Company expects that all employees who participate in the preparation of any part of the Company’s financial statements follow these guidelines:

• Act with honesty and integrity, avoiding violations of the code, including actual or apparent conflicts of interest with the Company in personal and professional relationships.
• Disclose to the Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to any violations of the code, including actual or apparent conflicts of interest with the Company.
• Provide the Company’s other employees, consultants, and advisors with information that is accurate, complete, objective, relevant, timely, and understandable.
• Endeavor to ensure full, fair, timely, accurate, and understandable disclosure in the Company’s periodic reports.
• Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
• Act in good faith, responsibly, and with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated.
• Respect the confidentiality of information acquired in the course of your work except where you have Company approval or where disclosure is otherwise legally mandated. Confidential information acquired in the course of your work will not be used for personal advantage.
• Share and maintain skills important and relevant to the Company’s needs.
• Proactively promote ethical behavior among peers in your work environment.
• Achieve responsible use of and control over all assets and resources employed or entrusted to you.
• Record or participate in the recording of entries in the Company’s books and records that are accurate to the best of your knowledge.

The foregoing are set forth as guidelines for the principal executive officer and financial employees, but, are, in fact, statements of mandatory conduct.  It is also important to note that Federal law requires that any waiver of, or amendment to the requirements in this Section VII will be subject to public disclosure.

1   Acceptance of gifts in the nature of memento, e.g. a conference gift or other inconsequential gift, valued at less than one hundred ($100) dollars is permitted.

Find a printable Code of Conduct here.

A. Purpose

The Nomination and Corporate Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of The York Water Company (the “Company”) is appointed by, and generally acts on behalf, of the Board. The Committee’s purposes shall be:

• To recommend to the Board the structure and operations of the Board;
• To carry out the responsibilities delegated by the Board relating to the Company’s director nominations process (and such related matters as may be required under the federal securities laws), including, identifying individuals qualified to serve as members of the Board, identifying and recommending to the Board director nominees for the next annual meeting of shareholders in accordance with the By-laws and filling vacancies for the remainder of the unexpired term of any elected directors;
• To develop and maintain the Company’s corporate governance policies; and
• To oversee the Board’s annual evaluation of its performance and the Board’s evaluation of the performance of other Board committees.

B. Membership

The Committee shall be composed of at least three directors, each of whom shall satisfy all the “independence” tests of applicable laws, rules and regulations, including those of The NASDAQ Stock Market, Inc.

C. Appointment and Removal

The members of the Committee and the Committee Chairman shall be appointed by the Board based on recommendations by the Board Chairman with advice from the President and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

D. Meetings and Procedures

The Committee shall meet, in person or telephonically, as often as it may deem necessary and appropriate in its judgment, but in no event less than two times per year. A majority of the members of the Committee shall constitute a quorum.

The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.

The Committee may delegate authority to one or more members of the Committee when appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Committee as a whole.

The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests, but no such persons shall have the right to vote.

The Committee shall fix its own rules of procedure, which shall be consistent with the By-laws of the Company and the Committee Charter.

The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

The Committee shall report to the Board on the matters discussed at each meeting of the Committee, including describing all actions taken by the Committee at the meeting.

E. Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

(1) Board Size and Composition

Establish criteria for the selection of new directors to serve on the Board.

Consider and recommend to the Board the appropriate size, function, and needs of the Board, taking into account that the Board as a whole shall have competency in the following areas: (i) industry knowledge; (ii) accounting and finance; (iii) business judgment; (iv) management; (v) leadership; (vi) business strategy; (vii) crisis management; (viii) corporate governance; and (ix) risk management. The Board also seeks members from diverse backgrounds, including professional experience, perspectives, education, skills, backgrounds, culture and work-style, so that the Board consists of members with a broad spectrum of experience and expertise and with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the companies or institutions with which they are affiliated, and be selected based upon contributions that they can make to the Company.

Determine what types of backgrounds, skills, and attributes of Board members are needed to help strengthen and balance the Board, taking into account the competencies described above, and actively seek individuals qualified to become Board members and maintain an active file of suitable candidates for consideration as nominees to the Board.

Recommend to the Board one member of the Board to serve as Chairperson of the Board. Recommend to the Board one member of the Board to serve as Vice Chairperson of the Board if desired.

In the event of the retirement from, or other change in, the position a director held when he or she joined the Board of Directors, the Chairperson of the Committee and the Chairman of the Board of Directors will meet with the director to discuss the situation.  The Committee, in consultation with the Chairman of the Board, will determine if the Director’s continued service is appropriate.

Have the sole authority, and necessary funding, to retain, set compensation and retention terms for, and terminate any search firm to be used to identify director candidates.  The Committee shall have the sole authority and necessary funding, to retain, set compensation and retention terms for, and terminate any outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter.  Any search firm, outside counsel and any other advisors retained by the Committee shall be independent as determined in the discretion of the Committee.

Evaluate and recommend to the Board the slate of nominees for directors to be elected by the shareholders at the Company’s next annual meeting of shareholders in accordance with the By-laws and, where applicable, to fill vacancies for the remainder of the unexpired term of any elected director.  In recommending nominees, the Committee shall consider nominees recommended by Company shareholders.  Such recommendations shall be submitted to the Chairperson of the Committee in accordance with the By-laws.  Recommendations by the Committee should include a review by the Committee of the performance and contribution of fellow directors, as well as the qualifications of new nominees.  The slate of nominees for directors to be elected by the shareholders shall be evaluated by the Committee and presented to the Board for review.  If any directors have concerns about any of the nominees, they should bring those concerns to the Chairperson of the Committee in advance of the meeting immediately prior to the annual meeting of shareholders.  At the meeting immediately prior to the annual meeting of shareholders, the Committee shall recommend to the Board its slate of nominees for directors to be elected by the shareholders.

Review potential director conflicts of interest and recommend to the Board a determination as to whether a conflict exists.

Approve requests by independent directors to serve as an outside non-employee director of more than three other public companies.

(2) Board Committees

Recommend to the Board, standing committees of the Board and the responsibilities of such committees, including each committee’s structure, operations, and authority to delegate to subcommittees.

Periodically review the charter of each committee of the Board and make recommendations to the Board for the creation of additional committees or the elimination of committees of the Board.

(3) Evaluation of the Board 

At least annually, oversee the evaluation of the Board of Directors and members of committees (including this Committee), and individual directors with the results presented to the Board.

(4) Corporate Governance

To advise and, as needed, develop and make recommendations to the Board concerning corporate governance issues, principles and guidelines.

To review periodically the corporate governance documents of the Company, including, but not limited to, the Committee Charter, the Company’s Articles of Incorporation, the Company’s By-laws, the Company’s Code of Conduct and recommend changes to the Board, when necessary.

(5) Succession Planning

To annually review and evaluate the succession plans relating to the CEO and other executive officer positions and make recommendations to the Board with respect to the selection of individuals to occupy these positions.

(6) Director Education and Orientation

Coordinate director education programs and oversee the orientation of new directors.

(7)   General Nomination and Corporate Matters

Review internal controls (COSO 2013) principles related to the Nomination and Corporate Governance Committee.

Perform any other activities consistent with the Committee Charter, the Company’s Articles of Incorporation, the Company’s By-laws, and governing law, as the Committee or the Board deems necessary or appropriate.

Click here for a printable Nomination and Corporate Governance Committee Charter.

A. Purpose

The Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of The York Water Company (the “Company”) is appointed by, and acts on behalf of, the Board.  The Audit Committee’s purpose shall be:

1. To assist the Board in its oversight of (1) the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company and its subsidiaries and (2) the Company’s compliance with legal and regulatory requirements;
2. To interact directly with and evaluate the performance of the independent auditors, to determine whether to engage or dismiss the independent auditors and to monitor the independent auditors’ qualifications and independence; and
3. To prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement.

B. Membership

The Audit Committee shall be composed of at least three Board members, each of whom shall satisfy all the “independence” tests of applicable laws, rules and regulations, including Rule 10A-3 of the Securities Exchange Act of 1934 and those of The NASDAQ Stock Market, Inc.  No member of the Audit Committee can have participated in the preparation of the Company’s or any of its subsidiaries’ financial statements at any time during the past three years.

All members of the Audit Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement, cash flow statement and notes to the financial statements.  The Audit Committee will include at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.  At least one member of the Audit Committee must be an “audit committee financial expert” as that term is defined by the SEC.  A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.

No member of the Audit Committee may serve simultaneously on the audit committee of more than two other public companies.

C. Appointment and Removal

The members of the Audit Committee and the Committee Chairman shall be appointed by the Board based on recommendations by the Board Chairman with advice from the President, and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal.  The members of the Audit Committee may be removed, with or without cause, by a majority vote of the Board.

D. Meetings and Procedures

The Audit Committee shall meet, in person or telephonically, as often as it may deem necessary and appropriate in its judgment, but in no case less than four times a year.  A majority of the members of the Audit Committee shall constitute a quorum.

The Chairperson of the Audit Committee or a majority of the members of the Audit Committee may call a special meeting of the Audit Committee.

The Audit Committee may delegate authority to one or more members of the Audit Committee when appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Audit Committee as a whole.

The Audit Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Audit Committee, attend any meeting to provide such information as the Audit Committee requests, but no such persons shall have the right to vote.  No such person may be present during any discussions and deliberations of the Audit Committee regarding the compensation of any such person.

The Audit Committee shall fix its own rules of procedure, which shall be consistent with the By-laws of the Company and this Charter.

The Audit Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

The Audit Committee shall report to the Board on the matters discussed at each meeting of the Audit Committee, including describing all actions taken by the Audit Committee at the meeting.

E. Duties and Responsibilities

The Audit Committee responsibilities will include, but shall not be limited to:

Independent Registered Public Accountants

1. Select, retain, set compensation and retention terms for, terminate, if necessary, oversee, and evaluate the activities of the Company’s independent auditors. The independent auditors shall report directly to the Audit Committee.  The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditors.
2. Select, retain, set compensation and retention terms for, terminate, if necessary, oversee and evaluate the activities for any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company.
3. Determine, in consultation with the independent auditors, and review, in consultation with Company management, the planning and staffing of the audit, including the import of applicable rotation requirements and other independence rules on staffing.
4. Review and approve in advance the retention of the independent auditors or other registered accounting firms for the performance of all audit, non-audit and tax services that are not prohibited and the fees for such services. Pre-approval of audit, non-audit and tax services that are not prohibited may be pursuant to appropriate policies and procedures established by the Audit Committee for the pre-approval of such services, including through delegation of authority to a member of the Audit Committee.  Any service that is approved pursuant to a delegation of authority to a member of the Audit Committee must be reported to the full Audit Committee at its next scheduled meeting.
5. Discuss with the Company’s independent auditors (1) the independent auditors’ responsibilities under generally accepted auditing standards, (2) the scope and timing of the annual audit and (3) the results, including significant findings, of the annual audit.
6. Obtain and review a report by the Company’s independent auditors that describes: (1) all critical accounting policies and practices to be used in the financial statements; (2) alternative treatments of financial information within generally accepted accounting principles treatment that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors; and (3) all written communications between the independent auditors and management.
7. Conduct regularly convened executive sessions of the Audit Committee and independent auditors.
8. Conduct an annual evaluation of the independent auditors’ performance and independence, including considering whether the independent auditors’ quality controls are adequate and all relationships between the independent auditors and the Company or any of its subsidiaries. In making its evaluation, the Audit Committee shall obtain a written statement describing the relationships between the independent auditors and the Company. This evaluation also shall include the review and evaluation of the audit engagement team, including the lead audit partner. The Audit Committee shall discuss its evaluation with the independent auditors and any relationships or services that may impact the objectivity and independence of the auditors.  The Audit Committee shall present the conclusions of its evaluation to the Board.
9. Resolve disputes and disagreements between the independent auditors and management.

Financial Management

10. Review with management and the independent auditors the Company’s quarterly and annual financial statements, accompanying footnotes, the form of audit opinion to be issued by the independent auditors on the financial statements, the disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and any other significant financial disclosures to be included in the Company’s annual report on Form 10-K and quarterly report on Form 10-Q prior to their release.
11. Prior to publication, review earnings releases, as well as any financial information and earnings guidance provided to analysts.
12. Recommend to the Board whether the audited financial statements should be included in the Company’s annual report on Form 10-K and prepare the Audit Committee report required by the rules of the SEC to be included in the Company’s annual proxy statement.
13. Review with management and the Company’s independent auditors: any major issues regarding accounting principles and financial statement presentation, including any significant changes in the Company’s selection or application of accounting principles; any significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including the effects of alternative GAAP methods; and the effect of regulatory and accounting initiatives on the Company’s financial statements.

Internal Controls

14. Review with Company management, the independent auditors and internal auditors the quality and adequacy of internal controls under COSO 2013, including any significant deficiencies or material weaknesses in the design or operation of, and any material changes in internal controls, and the Company’s response to recommendations for the improvement thereof.

Other Committee Responsibilities

15. Review and approve or disapprove any transactions between the Company and any related person (as defined in Item 404 of Regulation S-K) on an ongoing basis and to develop policies and procedures for the Audit Committee’s approval of related party transactions.
16. Review and assess the adequacy of the Audit Committee Charter annually and recommend any proposed changes to the Board for its approval.
17. Provide assistance to the Board in fulfilling its responsibilities with respect to its oversight for all matters related to managing cybersecurity risks related to information technology systems and procedures and data protection.
18. Retain and obtain advice and assistance, in its sole discretion, from internal and external legal, accounting and other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter. The Company shall provide appropriate funding, as determined by the Audit Committee, for the Audit Committee to retain any legal, accounting or other advisors and to provide for ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties, in each case without requiring the Audit Committee to seek approval of the Board.
19. Authorize and conduct investigations into any matters within the scope of the Audit Committee.
20. Establish procedures for (i) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
21. Conduct an annual self-evaluation of the performance of its duties under this Charter as required by the Nomination and Corporate Governance Committee’s annual director survey with the results presented to the Board.

Find a printable Audit Committee Charter here.

A. Purpose

The Compensation Committee (the ” Committee”) of the Board of Directors (the “Board”) of The York Water Company (the “Company”) is appointed by, and generally acts on behalf, of the Board.  The Committee’s purposes shall be:

To carry out the responsibilities delegated by the Board relating to executive and director compensation, including considering and recommending to the Board the compensation of the executive officers, and compensation for directors as directors and for service on committees of the Board.

B. Membership

The Committee shall be composed of at least three directors, each of whom shall satisfy all the “independence” tests of applicable laws, rules and regulations, including those of The NASDAQ Stock Market, Inc.

C. Appointment and Removal

The members of the Committee and the Committee Chairman shall be appointed by the Board based on recommendations by the Board Chairman with advice from the President and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

D. Meetings and Procedures

The Committee shall meet, in person or telephonically, as often as it may deem necessary and appropriate in its judgment, but in no case less than two times a year. A majority of the members of the Committee shall constitute a quorum.

The Chairperson of the Committee or a majority of the members of the Committee may call a special meeting of the Committee.

The Committee may delegate authority to one or more members of the Committee when appropriate, but no such delegation shall be permitted if the authority is required by a law, regulation, or listing standard to be exercised by the Committee as a whole.

The Committee may request that any directors, officers, or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting to provide such information as the Committee requests, but no such persons shall have the right to vote.  No such person may be present during any discussions and deliberations of the Committee regarding the compensation of any such person.

The Committee shall fix its own rules of procedure, which shall be consistent with the By-laws of the Company and the Committee Charter.

The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.

The Committee shall report to the Board on the matters discussed at each meeting of the Committee, including describing all actions taken by the Committee at the meeting.

E. Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

• Develop executive compensation philosophy and strategy, including determining appropriate levels of executive compensation, including the mix between fixed and incentive compensation, but without encouraging excessive risk-taking.  The Chief Executive Officer may not be present for voting or deliberations about his or her salary.
• Review annually the corporate goals and objectives applicable to the compensation of the Company’s executive officers and the principals upon which such compensation is determined.  Evaluate, at least annually, the executive officers’ performance in light of those goals and objectives and recommend to the Board the compensation of all executive officers based on this evaluation. In this regard, Company management should report annually as to how the Company’s executive officer compensation practices compare with those of similarly situated public corporations.
• To review, and make recommendations to the Board regarding, or approve and, when appropriate, recommend to the Board for approval, incentive compensation plans and equity-based plans, if any, and where appropriate or required, recommend such plans for approval by the shareholders of the Company, which includes the ability to adopt, amend and terminate such plans.  The Committee shall also have authority to administer the Company’s incentive compensation plans and equity-based plans, if any, including the designation of the employees to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grants, subject to the provisions of each plan.
• To review and discuss with management the Company’s Compensation Discussion and Analysis (the “CD&A”) and the related executive compensation information, recommend that the CD&A be included in the Company’s annual report on Form 10-K and proxy statement and produce the compensation committee report on executive officer compensation required to be included in the Company’s proxy statement or annual report on Form 10-K.
• To review and approve any employment agreements, severance arrangements, agreements or plans, or change in control agreements between the Company and the executive officers, which includes the ability to adopt, amend and terminate such agreements, arrangements or plans.
• To review the Company’s compensation policies and practices in order to determine whether such policies and practices encourage excessive risk-taking and to evaluate and implement policies and practices that could mitigate any such risk.
• Review annually the compensation of Board members and the principles upon which such compensation is determined and to recommend to the Board any changes to director compensation as may be necessary. In this regard, Company management should report annually as to how the Company’s non-employee director compensation practices compare with those of other similarly situated public corporations.
• Consult with the CEO, as appropriate, and other Board members to assure that its decisions are consistent with the sound relationship between and among the Board, Board committees, individual directors and management.
• Have the sole authority to select, retain and obtain the advice of a compensation consultant as necessary to assist with the execution of the Committee’s duties as set forth in this Charter.  The Committee shall set the compensation, and oversee the work, of the compensation consultant.  The Committee shall have the authority, in its sole discretion, to retain and obtain the advice and assistance of outside counsel and such other advisors as it deems necessary to fulfill its duties and responsibilities under this Charter, at the Company’s expense.  The Committee shall set the compensation, and oversee the work, of its outside counsel and other advisors.  Any compensation consultant, outside counsel and any other advisors retained by the Committee shall be independent as determined in the discretion of the Committee after considering the six independence factors listed in NASDAQ Listing Rules under 5605(d).
• Review and reassess the adequacy of the Committee Charter annually and recommend any proposed changes to the Board for its approval.
• Review internal controls items (COSO 2013) relating to compensation. • Oversee the Company’s compliance with regulatory requirements associated with the compensation programs under its purview.
• Conduct a self evaluation of the performance of its duties under this Charter as required by the Nomination and Corporate Governance Committee’s annual director survey with the results presented to the Board.
• Perform any other activities consistent with the Committee Charter, the Company’s Articles of Incorporation, the Company’s By-laws, and governing law, as the Committee or the Board deems necessary or appropriate.

Find a printable Compensation Committee Charter here.

Approved by the Board of Directors, November 21, 2011

Revisions:
November 20, 2015
December 16, 2015
November 29, 2016

Purpose

The York Water Company is committed to high standards of ethical, moral and legal business conduct.  In line with this commitment, and York Water’s commitment to open communication, this policy aims to provide an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for whistleblowing.  This whistleblowing policy is intended to cover protections for those who raise concerns regarding The York Water Company, such as concerns regarding:

1. incorrect financial reporting;
2. unlawful activity;
3. activities that are a violation of York Water policy, including the Code of Conduct; or
4. activities which otherwise amount to serious improper conduct.

Safeguards

Harassment or Victimization – Harassment or victimization for reporting concerns under this policy will not be tolerated.

Confidentiality – Every effort will be made to treat the complainant’s identity with appropriate regard for confidentiality.

Anonymous Allegations – This policy encourages employees to put their names to allegations because appropriate follow-up questions and investigation may not be possible unless the source of the information is identified.  Concerns expressed anonymously will be explored appropriately.  Consideration will be given to:

1. the seriousness of the issue raised;
2. the credibility of the concern; and
3. the likelihood of confirming the allegation from attributable sources.

Bad Faith Allegations – Allegations in bad faith may result in disciplinary action up to and including termination of employment.

Procedure

A. Process for Raising a Concern

Reporting – The whistleblowing procedure is intended to be used for serious and sensitive issues.  Such concerns, including those relating to financial reporting, unethical or illegal conduct, may be reported directly to: Corporate Compliance Officer, The York Water Company, or contact the Audit Committee Chairperson of the Board of Directors.  Contact information for the above mentioned individuals is located on each company bulletin board.

Issues may also be reported through the Company’s website at www.yorkwater.com (select Contact Us, then Contact Human Resources).  Reports may be made anonymously by omitting your name from the form.

Employment-related concerns should continue to be reported through your normal channels such as your supervisor, the Human Resources department, or to the President and CEO.

Timing – The earlier a concern is expressed, the easier it is to take action.

Evidence – Although the employee is not expected to prove the truth of an allegation, the employee should be able to demonstrate to the person contacted that the report is being made in good faith.

B. How the Report of Concern Will be Handled

The action taken by The York Water Company in response to a report of concern under this policy will depend on the nature of the concern.  The Audit Committee of the Board of Directors shall receive information on each report of concern and follow-up on actions taken.

Initial Inquiries – Initial inquiries will be made to determine whether an investigation is appropriate, and the form that it should take.  Some concerns may be resolved without the need for investigation.

Further Information – The amount of contact between the complainant and the person or persons investigating the concern will depend on the nature of the issue and the clarity of information provided.  Further information may be sought from or provided to the person reporting the concern.

Retention – Complaints will be retained in a locked file in the Human Resources department for a period of five years.

Cross References:

Audit Committee Charter

Code of Conduct

Find the printable Whistleblower Policy here.

The York Water Company is committed to high standards of ethical, moral, and legal business conduct. In line with this commitment, and York Water’s commitment to open communication, this policy aims to provide an avenue for employees to raise concerns and reassurance that they will be protected from reprisals or victimization for whistleblowing.

This whistleblowing policy is intended to cover protections for those who raise concerns regarding The York Water Company, such as:

1. Incorrect financial reporting;
2. unlawful activity;
3. activities that are a violation of York Water policy, including the Code of Conduct; or activities, which otherwise amount to serious improper conduct.

Reporting – The whistleblowing procedure is intended to be used for serious and sensitive issues. Such concerns, including those relating to financial reporting or unethical or illegal conduct, may be reported directly to the Corporate Compliance Officer, Ashley Grimm, agrimm@yorkwater.com, or the Chairman of the Audit Committee of the Board of Directors, Steven Rasmussen, stever@adamsec.coop.

Find the printable Whistleblower Policy Contact Information here.