Adnodd Board meeting: 16 July 2025 14:00-17:00

Adnodd:

• Gethin Davies, Chair (GD)
• Mair Gwynant, ARAC Chair (MG)
• Natalie Jones (NJ)
• Huw Jones (HJ)
• Sioned Roberts (SR)
• Emyr George, Chief Executive (EG)
• Kirsty Davies, Director of Corporate Services (KD)
• Lleucu Siencyn, Director of Strategy and Delivery (LlS)
• Branwen Edwards, Secretariat (BE)
• Katy Barfoot (KB)

Welsh Government:

• Tahayra Ayub-buhllar

The Chair welcomed all attendees to the meeting.

Apologies were noted from Nicola Wood.

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

One member noted her role as Chair of the Board of Welsh Language Commissioner and her recent appointment to the Audit and Risk Committee, Coleg Cymraeg Cenedlaethol.

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

GD congratulated the Adnodd team on the successful launch of the Strategy and noted the importance of the First Minister’s attendance and engagement during the launch event at the Eisteddfod yr Urdd.

It was noted that the performance management cycle had been completed for all Board members.

GD noted key points raised during the review meetings with members:

• Regular face-to-face meetings
• Inter-meeting newsletters
• Training feedback and suggestions

MG noted that the Committee had met twice since the previous Board meeting – once to discuss HR policies and once as an ordinary meeting of ARAC.

ARAC had agreed that the minutes of the previous meeting would be circulated as an appendix to the ARAC Chair update at each Board meeting.

MG noted that internal and external auditors had attended the ARAC meeting on 25 June, and Committee members had the opportunity to attend a closed meeting with the internal auditors, with no officers present.

ARAC Terms of Reference and programme of work for 25/26 were agreed during the meeting on 25 June. Nicola Wood was appointed as vice-chair of the Committee.

MG noted that an annual report had been presented to EG as Accounting Officer and GD providing an overview of ARAC’s work and scrutiny during the year.

EG provided an overview of Adnodd’s recent work with WG:

• Two-day workshop with the Hwb, Partnership and Communications teams
• A series of termly meetings with Deputy Directors across the Education Directorate are ongoing. These conversations will help ensure that Adnodd activity and plans are closely aligned with education policy priorities and contribute effectively to their delivery through integrated and collaborative development of holistic and user-centred resources
• Next meeting of ERSB will be held on 23 July, chaired by the Director of Education. An agenda has been agreed with the Partnership Team to review how Adnodd’s budget and objectives have been set this year and to agree the approach for setting Adnodd’s funding and priorities for next year.  Adnodd’s role and work in relation to the new professional learning body will also be discussed
• EG noted that he had recently met with the Deputy Director of the Workforce Division, who will head the Partnership Team for the new PL body, and agreed that common ways of working should be established in relation to engagement and enabling participation from practitioners
• The Cabinet Secretary for Education had responded to the letter sent to her setting out the main points of the Strategy. Adnodd’s executive team will meet in person with the Cabinet Secretary in September

Referring to the letter from the Welsh language commissioner, EG noted that a meeting will be arranged to further discuss Adnodd’s obligations under the Welsh language standards.

Responding to a member’s query regarding Adnodd’s obligations under the Well-being of Future Generations (Wales) Act 2015, EG noted that this would be queried with the Future Generations Commissioner’s office.

Strategy

LlS reported that since the last Board meeting, the text was reviewed and amended to incorporate comments from members and feedback from Welsh Government officials. A final version was signed off by the Chair and CEO in May.

The Strategy was launched at the WG stand at the Urdd Eisteddfod in the company of First Minister Eluned Morgan, whose speech was extremely supportive of Adnodd’s work.

The next step is to publish a children’s version, written by award-winning children’s writer Casia Wiliam.

Update on 2025-26 Commissioning

The annual funding letter outlines the commissioning priorities in 2025-26.

Commissioning rounds have been divided into the following processes:

Innovation and Collaboration Fund

Launched at the Urdd Eisteddfod to coincide with the Strategy launch, to support and enable educational practitioners, organisations, and suppliers to come together to explore, think and share their ideas and experiences with others.

A total of 64 applications were received.

A number of partner organisation and freelancers with specialist and lived experiences have been engaged to support the assessment process.

Following a thorough moderation session by the commissioning team, 10 projects were selected.

During a meeting on Monday 14 July, the selected applications were presented to the executive team by Ali Hanbury, who agreed with the decision. It was approved that the next steps could be taken to inform the successful and unsuccessful applicants.

Direct Awards

A total of £1,037,000 have been issued to: BookTrust (£770,000), Books Council of Wales (£171,184), and RNIB (£120,987.95).

Two of the direct awards issued in this financial year will carry over to the next financial year. Both projects are in response to the requirement outlined in the funding letter to develop Welsh language resources to support learners with additional learning needs.

Grants are being awarded to Tanio (£40,000), Books Council of Wales (£46,000 – Quick Reads) and Coleg Cymraeg Cenedlaethol (£150,000).

A further £700,000 has been committed to the continuation of projects awarded in 24/25, which include novated grants, direct awards and request for proposals.

Additional funding

A business case has been submitted to Welsh Government to support the provision of Wave 2 GCSE resources. It is anticipated that the distribution of required funding (£545,404.00) will fall across two financial years.

GD noted that resources for Wave 1 GCSE, commissioning are now available on WJEC website.

Requests for proposals

The application window will open in September and will cover: Religion, Values and Ethics (RVE); Health and Well-being; and Mathematics.

Adnodd are working closely with the Operational Group to ensure that this work covers the objectives of our funding letter.  Further details will be shared with the Board in October.

Welsh History

Adnodd is continuing to work with Welsh Government, stakeholders, and expert group to take forward the plans for Welsh History.

The next steps include convening a stakeholder forum with key national bodies. The first meeting will take place on 17 July 2025.

Other

Discussions had been held with suppliers regarding resources to support Anti-bullying week, Anti-Racist Wales Action Plan, and late immersion.

LlS noted that Cyfeillion Adnodd will be promoted over the summer. This will be a community of people with experience and expertise relevant to the ethos of the Curriculum for Wales, who will support the commissioning of inclusive, high-quality educational resources through review and collaboration.

MG noted the importance of ensuring transparency and suggested establishing a supplier framework to monitor the procurement obligations.

Action: Query the procurement obligations in relation to Cyfeillion Adnodd with CBCC.

KD provided an overview of the HR dashboard included in the paper, covering starters, leavers, sickness, probation and training and development for the period 1 April to 1 July.

Staff forum

KD noted that DG had conducted a confidential vote regarding staff representation. The majority of staff opted to be represented by an internal staff forum.

A draft terms of reference document had been prepared by Darwin Gray which has been shared with the team for comment and will be circulated to the Board for information.

Once the terms of reference have been agreed with the team, nominations for forum members will be sought and the first meeting arranged. These meetings will initially be held monthly to establish the group and to discuss pay award during the summer, before moving to quarterly meetings.

HR Policies

The following documents were approved by ARAC during a meeting on 16 June 2025:

• Bullying and Harassment (policy)

• Prevention of Sexual harassment (policy, guidance and risk assessment)

• Capability (policy and procedure)

• Anti-Fraud (policy and procedure)

• Recruitment and Probation (policy and procedure)

• Recruitment (policy and guidance)

• Retention Schedule (guidance)

• Using Personal Vehicles at Work (policy)

• Professional Learning (policy and approach)

ARAC had also discussed the Bring your Device to Work policy and the ICT Acceptable Use policy. The Committee felt that, due to the implications of these policies, they needed to be discussed and approved by the Board.

Action: Ensure that all Board members are issued with an Adnodd device.

Decision: The Bring your own device to work and ICT: acceptable use policies were approved by the Board.

Action: Arrange Board training session on the use of OneDrive, SharePoint and Teams, and annual information security awareness training.

Finance Policy

During the meeting on 25 June, ARAC reviewed the suggested amendment to the Finance Policy which relates to the inclusion of a fixed asset policy statement and recommends the amended policy to the Board for approval.

Decision: The Board approved the amended Finance policy.

Recruitment

KD noted that the second wave of recruitment had been successfully completed following a competitive process, and start dates for all positions have been agreed with all candidates.

Chief Executive Pay Increase Decision

A paper was circulated to Board members on 20 May requesting approval of a backdated 5% pay award (3.7% consolidated, 1.7% non-consolidated) for the Chief Executive, backdated to 1st April 2024, in line with the award made to all other employees for 2024/25 financial year.

Board members unanimously agreed to the proposal via email and the decision was formally noted.

Q4 Finance Report

All funding awarded to Adnodd by Welsh Government was drawn down in the financial year.

Due to the external audit fee being greater than previously estimated, the total core expenditure for the 2024/25 financial year exceeds the core grant funding by £27,326. However, surplus funding of £24,504 from the Literacy and Research grants received during the year has been offset against this balance. This has resulted in overspend of £2,822 at the year end.

The underspend from the Literacy fund has been committed in 2025/26 to elements of the projects that could not be completed by 31 March 2025. The underspend from the research funding has been committed in 2025/26 to fund the production and launch of the report and the associated marketing activity. The 2025/26 core budget has been adjusted to account for the overspend in 2024/25.

Internal audit

KD reported that an internal audit of governance arrangements and risk management had been completed in quarter one.

The audit identified the following strengths:

• A clear mode of operation for the Board and ARAC including membership, timing of circulation of papers in advance of meetings, well-defined roles and responsibilities

• A clear path to implement actions identified as part of the Committee effectiveness questionnaire held in January
• A robust process for drafting and approving policies and guidance

The findings identified by the internal audit were all classified as ‘requires merit’ observations, and an action plan has been established, which will be reviewed by ARAC at every meeting.

External audit

During the ARAC meeting on 25 June, Audit Wales noted that, as this is Adnodd’s first external audit, there are high levels of risk and uncertainty which will be mitigated by additional testing. This is highlighted in the audit fee, which is higher than the initial estimate.

KD noted that the 2024/25 draft financial statements and the remuneration report have been issued to Audit Wales. The annual report narrative will be added to the document and submitted by 1 August.

Audit Wales are due to provide the audit and account report to ARAC in October 2025.

Board succession

KD reported that the PBU have confirmed that Adnodd’s governance framework permits extensions to all current Board member terms.

Ministerial approval will now be sought via the Partnership Team for the extensions.

KD highlighted the amendments made to the document, which included removing references to two committees, and incorporating the delegations of the Human resource and finance committee into ARAC’s delegations.

Decision: The Board agreed with the suggested amendments to the document.

Action: Circulate the final document to Board members.

KD noted that the funding letter for 2025-26 was received on 14 April, with a total funding allocation of £4,502,000.

On 30 May, the Cabinet Secretary for Finance and Welsh Language announced WG support to devolved public sector employers with increased national insurance costs. Based on the information shared, Adnodd can expect to receive an award of between £9,000 and £15,000 for the 25/26 financial year.

A business case has been submitted for GCSE wave 2 resources.

The draft budget presented to the Board in April showed an underspend of £27,000. The underspend has now been accounted for in the final draft budget. A small overspend of £986 is shown within in the operational costs.

KD noted the following amendments to the operational tab under the following headings:

• Staffing costs
• Backdated pay award for Chief Executive
• Venue hire, meeting costs & co-working

Commissioning and project spend

KD noted that the grant funding allocated to commissioning spend totals £2,976,000. WG officials have identified a number of requirements within the Funding Letter, all of which have now been accounted for within the commissioning budget.

The final commissioning budget shows a small underspend of £4,000 which can be allocated to another project later in the year if necessary.

Decision: The Board approved the 2025-26 budget.

Action: Enquire whether capital funding is available from WG to fund the additional spending required to equip Board members with IT devices.

Members had been asked to submit questions regarding specific risks to the Chair in advance of the meeting.

Referring to a query raised regarding the high expenditure noted in March 2026, KD confirmed that an update would be brought to Board in October, by which time the contracts will be in place and milestones agreed, providing more accurate figures.

Referring to specific wording of some risks, KD reported that Helen Morris from WG’s Internal Audit team had offered to support the executive team to refine the risk register as it matures.

Action: To include a risk regarding the remit letter, and how our remit will be extended during the election year.

Decision: The Board agreed the annual review of the risk register.  

The draft financial statements and renumeration report were reviewed by ARAC during the meeting on 25 June.

The Annual report for the 2024/25 financial year will comprise the following documents alongside the remuneration report and financial statements:

• Strategic report

• Governance statement
• Directors’ report

Decision: The Board approved the documents to be submitted as part of the annual report to Audit Wales by 1 August 2025.  

EG explained that the plan has been structured according to the remit letter, with five tabs representing Adnodd’s strategic priorities. Under each tab there are a number of objectives, relating to the successful delivery of elements of the funding letter and/or Strategy.

An update on the operational plan will be presented to the Board at every meeting via an exception report. The exception report will highlight any objectives that have been rated red by the team in detail. All items rated amber will be noted in the report but not described in detail unless specifically requested by the Board. All items in green will not be noted in the report.

Decision: The Board agreed to the suggested timetable for the preparation and approval of future plans.

Action: Consider how best to reflect the seven principles and five ways of working (Well-being of Future Generations (Wales) Act and the four purposes of the Curriculum for Wales into Adnodd’s operational plan.

Action: To include any significant changes to the operational plan as a change management report during Board updates.

EG explained that these are a series of standardised questions from the External Auditors.  Reponses have been drafted by KD on behalf of the executive team and MG on behalf of the Board and will be submitted with the annual report.

Decision: The responses provided on behalf of the Board were approved.

Next meeting dates 

• 22/10/25, 14:30-17:30
• 28/01/26 – Teams

Action: To schedule a wider discussion at Board regarding the risks, the opportunities and challenges of the Curriculum for Wales for schools and practitioners.

Action: To circulate a programme of conferences in the autumn term.