The Board is collectively responsible to our shareholders for the success of the Company. The Board currently comprises two executive directors and four non-executive directors, only one of whom was independent. The Code requires that smaller companies should have at least two independent non-executive directors and the Company no longer complies with this requirement given that Julian Waldron has served more than 9 years as a director since 2018.
The Company complied with the requirement to separate the roles of Chairman and Chief Executive until 31 December 2016. Following the successful disposal of the remaining Kurt Salmon business in November 2016 and the return of capital to shareholders in December 2016, it was considered that the size of the business no longer warranted a separate Chairman and Nick Stagg was appointed to the role as well as retaining his position as Chief Executive. The main operating business, Proudfoot, has its own Chief Executive, who is responsible for delivering the Group strategy for that business and the roles of the Board and management are clearly defined.
Following a review of directors’ independence, the Board has concluded that Ms Czerniawska, is considered to be independent. Ms Czerniawska is a director of Source Information Services Limited. Mr Waldron is no longer considered to be independent, solely by virtue of having served more than nine years as a director.
The roles of the Board and management are clearly defined. The roles of Chairman and Chief Executive, and Senior Independent Director were separated and clearly defined in writing.
All directors are authorised to obtain, at the Company's expense and subject to the Chairman's approval, independent legal or other professional advice where they consider it necessary. All directors have access to the Company Secretary who oversees their ongoing training and development needs.
On appointment, directors are provided with formal details of their responsibilities under legislation applicable to a company listed in the UK. Changes to such legislation and other relevant factors affecting the Group are communicated to all directors. Newly appointed directors are also required to participate in an induction programme in order to familiarise themselves with the Group's businesses. Regular presentations are made to the Board by senior management in order to refresh and expand this knowledge.
The Board annually evaluates the performance of individual directors, the Board as a whole and its Committees.