Adnodd Board meeting: 22 October 14.50-17:30

Adnodd:

• Gethin Davies, Chair (GD)
• Mair Gwynant, Chair of ARAC (MG)
• Lesley Bush (LB)
• Sioned Roberts (SR)
• Huw Jones (HJ)
• Nicola Wood (NW)
• Natalie Jones (NJ)
• Emyr George, Chief Executive (EG)
• Lleucu Siencyn, Director of Strategy and Delivery (LlS)
• Kirsty Davies, Director of Corporate Services (KD)
• Dr Ali Hanbury, Head of Strategic Engagement and Communication (AH)
• Branwen Edwards, Secretariat (BE).

Welsh Government:

• Pat McCarthy (PMcC)

Apologies:

None

The Chair welcomed all attendees to the meeting.  

No apologies had been received. 

No conflict of interests had been declared in advance of the meeting.  

Two members noted that they are independent members of the Audit and Risk Committees of suppliers, listed under item seven (Director of Strategy and Delivery Update), namely Coleg Cymraeg Cenedlaethol, Future Generations Commissioner, the National Library of Wales. 

KD, LlS and BE declared a conflict in relation to item 11 (2025/26 salary review) and agreed to leave the meeting during this item. 

The Board agreed that the minutes were a true and accurate record of discussions. 

GD congratulated the Adnodd team on the successful presence at events across Wales, including the National Eisteddfod (accompanied by Board members on some days), the National Education Show in Llandudno and Cardiff, and CYDAG conferences – primary and secondary. 

GD noted that the scheduled in-person meeting with the Cabinet Secretary for Education had been postponed until 18 November.  

GD drew the members’ attention to the Rhyngom resources on display in the meeting room and noted that GCSE Wave 2 resources were now available online. 

It was noted that Adnodd’s social media presence is fast-growing, with many national days and events celebrated and new resources promoted. 

GD noted the ongoing programme of professional learning and training available to all Board members. 

In addition to the external audit report and the final accounts 2024-25, the Committee had scrutinised the following during its meeting on 6 October: 

Risk register 

Further developed to include the following tabs:  

• Issues Log 
• Direct award register 
• Fraud risk register 
• Cyber risk register

It was agreed to include a justification column within the direct award register.  

An additional risk relating to directly awarding contracts had been added to the main register 

A high level of assurance was provided during the deep-dive in the cyber risk register. 

Internal audit 

ARAC agreed the Q3 Contract Management Terms of Reference, which will focus on commissioning contracts and build on findings from the external audit. 

VAT exemption 

EG noted that due to significant progress and delivery during the past year, Adnodd has a solid basis to proceed with the application to be exempted from VAT on certain aspects of commissioning work.  

Over the next few weeks, discussions and the process of applying to be listed as a designated body under the relevant legislation will resume. An update will be presented to the Board in January. 

Action: Update the Board in January in relation to applying for Adnodd to be partially exempt from VAT. 

Self-assessment model (SAM) 

ARAC reviewed a draft version of the SAM and agreed to review a final version for approval in January 2026. 

ARAC anticipates that several actions will be required to ensure full compliance with all Adnodd’s responsibilities as an arm-length body.  

ARAC agreed for an action plan to be developed and implemented. 

Operational activity 

The Executive Team is currently developing plans for next year to ensure the best use of capacity and budget, and to agree effective objectives and priorities with WG over the coming months.  

One objective is to make full use of competitive grants and procurement methods to ensure value for money. 

The Team is also assessing ways to ensure full and effective spending of the budget this year, including looking at running further rounds of competitive commissioning to give an option of awarding and starting projects in Q4. 

Engagement, collaboration and raising awareness 

EG noted that Adnodd’s response to Qualifications Wales’ consultation on the reform of AS and A Levels in Welsh had been provided for information.  

Working with WG 

EG and LlS ran a session on Adnodd and our ways of working with WG at the Curriculum and Assessment division’s away day – the division within the Education Directorate in which our Partnership Team sits.  

Adnodd attended a workshop with the Equity in Education division, to further understand the broad policy areas on which they are leading. Several specific areas were identified for short-term and longer-term collaboration that align closely with Adnodd’s strategic focus areas.  

Adnodd attended a full day of engagement with the suppliers who will receive grant funding from WG over the next three years to support the Curriculum for Wales (CfW). 

In response to a member’s query regarding the grants process, EG explained that as part of the planning work for next year, a Grants policy will be drawn up to sit alongside the Procurement policy.  

LlS explained that a progress report was provided as background information for the CSE’s verbal statement presented in Senedd on 23 September 2025.  

The report summarised the progress made by Adnodd since its inception, with a particular focus on resources and products that are available for use by practitioners and learners. Highlights included: 

• Commissioning and managing 40+ projects 

• 419 bilingual resources available free of charge to all schools in Wales 

• 307 resources to support the new GCSEs 

• Free distribution of 7,125 books to schools 

• 49,706 Welsh and English books distributed as part of the Rhyngom project. 

LlS reported that digital resources supporting wave 1 of new GCSE qualifications are now available on Hwb. 

Adnodd Operations Group 

New workflows and application forms for commissioning and publishing resources on Hwb have been developed, and the monthly reporting provides members of the group with an accurate and simple overview of forthcoming resources.  

LlS noted that the reporting method is being further developed to provide specific data and percentages in a visual format. This will be used to update the CSE during the in-person meeting in November to provide a full picture of Adnodd’s delivery. 

Innovation fund 

Ten successful projects, which represent a diverse and exciting cross-section of the educational and cultural landscape of Wales, were announced in September 2025. Each project received funding of £5,000. 

At the end of phase 1, each project will submit a reflective report. Selected projects will then be invited to apply for further funding to develop full-scale bilingual resources for use in schools, which will be aligned with WG priorities. 

Autumn commissioning opportunities 

LlS explained that there will be three potential awards (awarded by the end of October) as part of this commissioning round for projects that support the teaching and learning of: 

• Health and well-being 

• Religion, values and ethics 

• Mathematics and numeracy 

Cyfeillion Adnodd Friends 

A call has gone out to create a community of people with lived experiences and expertise relevant to the vision of the CfW, who will work with Adnodd to: 

• support commissioning processes 

• evaluate applications 

• provide advice and support on the quality and content of resources 

The successful applicants will be placed on a specific framework administered by Caerphilly County Borough Council (CBCC). Work will be offered on a freelance basis, and applications will be invited on an ad hoc basis depending on future projects. 

Human resources 

KD reported that five new members of staff have started in their roles with Adnodd.  

On 30 September 2025, a Commissioning and Quality Manager handed in their notice and will be leaving their post on 30 December 2025. 

Following consideration of Adnodd’s recruitment policy and HR advice from Darwin Gray, and subsequent agreement from ARAC, the role will be advertised internally in the first instance. 

Following discussion at the recent ARAC meeting, Adnodd will update the recruitment policy, to specify that, following a successful recruitment activity, a reserve list of appointable candidates can be retained for six months. During this period, Adnodd reserves the right to offer the role to an individual on the list without engaging in another open recruitment process.   

Staff Forum 

Three members of staff volunteered – two representatives from the Corporate Team and one from the Commissioning Team. An additional member of the Commissioning Team will be recruited once new staff members have completed the onboarding process.  

The forum’s inception meeting took place in August to formally agree roles, the terms of reference and the work plan.  

Seren Trigg, Darwin Gray, was appointed interim Chair for the first six months. The forum will seek to appoint an Adnodd representative as Chair early in 2026.   

Forum papers are shared with the wider team for consideration, to provide feedback for discussion during the meetings.   

During the first formal meeting on 25 September, the forum discussed the staff pay award for 2025/26, staff benefits and an engagement survey.   

Policies 

ARAC reviewed and approved the Business Continuity Plan on 6 October 2025. 

The Agile Working Policy has been updated to include a section relating to employees requesting to work from abroad on a temporary basis. The update was drafted following advice from Darwin Gray and HR leads within other sponsored bodies.   

Decision: The Board approved the updated Agile working policy, subject to further work to tighten the working from aboard section.

Year to Date Finance Report

• Total expenditure for the period to 30 September 2025 exceeds the grant funding drawn down by £120,864.  

• An overspend of £194,076 within the commissioning budget is due to the original budget forecast showing the full value of each contract in Q4 whilst milestones were being agreed with suppliers. Milestones have now been agreed for several projects, and some have completed within Q2 leading to un-forecasted spend within the period.   

• An underspend of £73,212 within the operational budget: 

• Approximately £35,000 is due to invoices for services not yet received 

• £20,000 relates to the budgeted pay award to staff for 25/26 which is yet to be agreed and paid   

• Remaining underspend of approximately of £18,000 has been reallocated to Q3 and Q4  

Financial Forecast – Q3 and Q4

A grant variation letter in respect of the Wave 2 GCSE resources had been received, confirming approximately £545,000 additional funding across two financial years.  

Discussions regarding additional in-year funding are ongoing with the WG team responsible for human rights.  

KD reported that the quality assurance (QA) budget line had been reduced to £30,000 to recognise that the supplier framework will not be in place until late December, leaving a short window to engage the successful bidders within the current financial year.   

The research budget had also been reduced following the drafting of a brief for the project, which splits the work into two stages, the second of which will complete in FY26/27. 

The savings in the QA and research lines have been reallocated to the ALN projects from Books Council for Wales and RNIB. 

KD noted that the budget presented to ARAC on 6 October allocated £150k to a potential project to publish existing anti-racism resources. Queries have since been raised regarding the alignment of the resources to CfW. The funding will not be made available to the supplier during FY25/26. Potential scenarios have been identified for further exploration to reallocate the funding. 

An underspend of approximately £18,000 within the operational costs for Q1 and Q2 has been reallocated to increase the following budgets: 

• communication and marketing 

• procurement  

MG explained that a line had been added to the budget to cancel out the negative reserves of £16,000. 

PMcC confirmed that the advice to the CSE regarding in-year uplift for NI contributions and salary is awaiting approval. 

The Cabinet Secretary for Finance had published the outline budget for 2026/27. The draft budget will be published on 3 November 2025, the final budget is due to be presented on 20 January, with a Senedd vote on 27 January 2026.  

PMcC noted that it is expected that advice regarding Adnodd’s funding letter 2026/27 will be presented in December with a view of receiving CSE agreement before the vote in Senedd at the end of January.  

Due to the Senedd election in May, Adnodd is expected to receive a one-year funding letter and a one-year extension to the current remit letter.  

It is expected that the figures for Grant in aid will be closely aligned to the figures received for 2025/26 with a slight uplift for salary increase and NI contributions for 2026/27. 

Internal audit 

The second internal audit will focus specifically on the management of the commissioning contracts as this area of work carries the highest level of risk and requires the greatest level of assurance.   

The audit will take place during October and November and the findings will be reported to ARAC in January.   

GD welcomed AH to her first Board meeting as Head of Strategic Engagement and Communications.  

AH explained that Adnodd’s new Communications Assistant had started in role on 6 October. 

KD and AH have been working with Everglow (Adnodd’s digital and communications partner, previously called Blue Stag) to plan a five-month handover period as the communications functions are gradually brought in-house. 

Annual progress report 

The report has been drafted and includes the highlights of the commission team’s work. 

Review of engagement work-to-date 

AH noted that the review will look at the gaps, what work has been completed to date, and how the strategic communications plan will be shaped. 

AH noted that the staff team will participate in a creative practitioners’ workshop on 23 October. 

Adnodd Fest 

AH noted the ongoing work with CBCC in relation to market engagement with existing and future suppliers.  

Adnodd Fest will provide an opportunity to openly discuss potential challenges for suppliers, such as

creating resources that align with CfW, and creating bilingual content. 

Welsh language policy 

KD and AH are currently working with Catrin Keller, Centre for Digital Public Services to draft the policy 

using trio writing – an approach that Adnodd is encouraging amongst its suppliers. 

Following an initial one-day workshop, the policy is being further developed during online sessions.  

The CSE approved the Board succession proposal submitted by Adnodd.  

The partnership team is now submitting formal advice to the CSE in November to begin the process of extending current board members’ contracts by either one or three years, in line with the proposal. 

Action: Board members’ whose contracts are being extended by three years to consider volunteering for ARAC membership. 

Action: Circulate the Board skills audit. 

Action: Consider specific ARAC skills during the recruitment process for new Board members. 

Closed item. KD, LlS and BE left the meeting during this item.

EG explained that the plan is updated by the team monthly to outline progress against objectives. Each objective is RAG (red, amber or green) rated to highlight potential issues and pinch points for delivery.  

Due to the comprehensiveness of the spreadsheet, it was agreed that for future meetings, the cover paper will only reference the matters of highest importance. 

GD noted that a video and presentation would be circulated in preparation for the session scheduled for April 2026’s Board meeting – Curriculum for Wales: The risks, opportunities and challenges.  

The dates of the next meetings were discussed and agreed.