Codorus Valley approves more governance measures

Codorus Valley Bancorp in York, Pa., which has faced pressure from an activist investor, will appoint three independent directors and review its compensation and risk policies under a new governance effort. 

The $2.3 billion-asset company said the decision reflected input from shareholders, including Driver Management. Driver, which owns about 6.7% of Codorus Valley's common stock, has spent recent months pushing for reforms and encouraging the bank to find a buyer. 

Codorus Valley said it had already added John Kiernan, a Driver-proposed director nominee, to its board. Codorus Valley will select the second director, and the company and Driver will work to “identify a third new director with substantial public company board experience from the banking sector.” 

The board's compensation committee will undertake a comprehensive study that review initiatives proposed by Driver. The company said it would publicize the results of this study. 

The compensation committee will also evaluate stock ownership guidelines for directors. 

Codorus Valley said the board's audit committee will hire an Chain Bridge Partners to complete a comprehensive review of its credit risk policies and practices. 

"We believe the initiatives … provide a new foundation to further enhance our corporate governance and risk management practices," Cynthia Dotzel, the company’s chairman, said in the release. 

"Over the past year, we successfully executed our long-term succession plan and have made significant progress in improving our operational performance and strategically positioning the corporation for future growth,” Dotzel added. 

"We appreciate the continued engagement with the board … and their commitment to further strengthening their governance oversight and operations," Abbott Cooper, Driver’s managing member, said in the release. "The board has displayed a willingness to engage in constructive dialogue with shareholders and we look forward to continued discourse and collaboration.”

The company announced several corporate governance changes in December, naming Dotzel as its new chairman and adopting a majority vote standard for uncontested director elections, among other things.

Driver took issue with other changes that were not highlighted in the December announcement that the investor claimed were meant to stymie its effort to nominate directors to stand for election at this year’s annual meeting.