Adnodd Board meeting: 18 December 2024 14:00-17:00

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)
• Ruth Davies, Business Manager (RD)
• Branwen Edwards, Secretariat (BE)

Welsh Government:

• Siwan Jones (SJ)

Darwin Gray:

• Fiona Sinclair (FS) – items 11 and 12 only

GD welcomed all attendees to the meeting.  

GD noted that RD will be leaving Adnodd on 20 December. He thanked her on behalf of the Board for her contribution to the establishment of Adnodd during her 9-month term as Business Manager and wished her well for her future endeavours. 

GD noted that Kirsty Davies will join Adnodd as Corporate Services Director on 6 January 2025. 

GD noted that no conflict of interests had been declared in advance of the meeting.  

One member noted their ongoing work with Atebol and Y Lolfa and has currently received an author’s grant from Books Council for Wales.  

No further declarations of interest were noted. 

16 September 2024 

It was agreed that the minutes were a true and accurate record of the meeting. 

14 November 2024 

It was agreed that the minutes provided in advance of the meeting were a true and accurate record of the meeting. 

The minutes of the closed item will be circulated in due course. 

It was confirmed that, following LT’s resignation, her position on the Board will not be filled immediately as the current composition of the Board is representative and offers a sufficient breadth of skills and experiences.  LT’s resignation from the Board will take effect from 8 January 2025; Companies’ House will be notified of the changes. 

GD noted his thanks to LT on behalf of the Board for her work for Adnodd during her term. 

Action: A formal letter of thanks to be sent to LT for her work on behalf of Adnodd and the Board.  

GD noted that the new Director of Corporate Services will be working with the Partnership Team in the new year to plan for Board succession in 2026. A proposal will be brought to the Board at the next meeting in relation to the process and the next steps for the members whose terms expire in 2026. 

Action: To bring a draft proposal for Board succession to the Board meeting in March 2025. 

March’s Board meeting will be a two-day programme. The first session will include a Strategy workshop with input from the Future Generations Commissioner, and the formal Board meeting will take place on the second day. 

Action: Potential dates for a two-day Board programme to be circulated. 

GD noted that the Annual Progress Report had recently been published on Adnodd website and via social media platforms. Adnodd had also formally written to the Cabinet Secretary to share the report. 

It was noted that the statutory annual report accounts had been filed bilingually with Companies House and will be updated on Companies House website in due course.  

The Corporate Plan included in the papers provided members with a snapshot of progress with appropriate level of detail. The presentation of Adnodd’s operational objectives and activities will further evolve as part of the planning for the coming financial year.  

Staff members RD, BE and LlS left the meeting for the closed item regarding staff pay offer. 

Closed minutes. 

RD, BE and LlS returned to the meeting.  

EG explained that the third meeting of the Educational Resources Strategic Board (ERSB) took place on 17 December. WG officials confirmed that the draft budget published on 10 December includes a proposed overall increase to the education budget. Further work is now required across the education directorate to prepare divisional budgets for ministerial approval; this will need to progress further before potential implications for Adnodd’s work and budget can be identified.  

The March ERSB meeting will seek to formally agree Adnodd’s overall budget allocation and its strategic priorities and objectives. 

The Cymraeg 2050 division had indicated it will commit £2.4m towards Adnodd’s 25/26 budget, which is likely to include provision to cover the cost of the contracts recently novated to Adnodd. The Curriculum for Wales division had also indicated that it will provide some funding, but exact figures are yet to be confirmed.  

EG confirmed that, following the first quarterly monitoring meeting with WJEC, the production of resources for new GCSEs is ahead of schedule and under budget. Additional resources are currently being identified to be developed as part of the contract, these will primarily target additional content for GCSE History. As part of the agreement, WJEC shares budget information with Adnodd, in an open book accounting format, which provides a precedent for how Adnodd can secure and evidence value-for-money when awarding and monitoring future large-scale projects. 

The paper provided information regarding communications and marketing activities. An update from Blue Stag will be circulated to members following the meeting in relation to website traffic and social media figures. 

Adnodd staff attended a productive workshop with Blue Stag on 10 December. A comprehensive content calendar for the first quarter of 2025 is currently being finalised.  

Miller Research has been appointed to undertake user experience research on behalf of Adnodd. The research is due to be published early in the new financial year and will contribute to Adnodd’s strategy. 

Action: Invite Miller Research to present the findings of the research project to the Board in advance of publication. 

MG noted that the Committee had been convened for two meetings since the Board last met in November.  

The main points from the ordinary meeting of ARAC on  

2 December included: 

• Internal audit – the timetable for internal audit had been amended at the request of the auditors. The Committee requested that assurance is given from the auditors to provide some input into the accounts for 2024-25 

• Risk register – members will note the progress made to the register since it was last presented to the Board. The Committee also discussed initial drafting of a Risk Policy and risk appetite statement.

• Internal controls – assurance was provided to ARAC orally in relation to the internal controls including the completion of the Cyber Essentials module. The Committee will look closely at the internal controls during its next meeting to report in the accounts for 24-25. 

• Finance – the Committee discussed in detail the finance report for quarter 2 and the budget for 2025-26. The main risks raised in relation to 2024-25 was the risk of commissioning underspend. Significant progress has since been made during quarter three. Assurance was provided that progress is being closely monitored until the end of the financial year. Additional in-year funding is welcomed but does raise the risk of extra pressures on staff. 
• Budget 2025-26 – the continued uncertainty regarding next year’s budget raises the question whether sensitivity analysis is required to consider various scenarios. 
• Committee effectiveness – a questionnaire has been circulated to members for completion by January. The findings of which will be presented to the Board in March. 

LlS noted the significant progress since the last meeting. All but one of the direct awards contracts had been signed, with good progress already being made towards delivery and payment milestones. 

The Request for Proposals window is now open to a limited number of suppliers. Proposals are encouraged to focus on areas of the curriculum that were not prioritised during the direct awards process.  Drop-in sessions have been arranged with interested suppliers to discuss their approach to developing proposals with members of the Commissioning Team. 

A stakeholder engagement project has been agreed with e-sgol. It will be consulting practitioners in relation to the Welsh History Timeline through a survey and series of workshops scheduled early in 2025. 

In relation to the additional in-year funding offered to Adnodd following the Cabinet Secretary’s statement in November, the Commissioning Team has identified four suitable projects that could be delivered by the end of the financial year.  

Resources being developed by WJEC for Adnodd will be digital and will therefore support accessibility tools used by visually impaired learners. However, adapting printed resources for different needs continues to pose challenges, both in terms of timeliness and cost, and is something that Adnodd will explore further in future commissions. 

Action: The presentation of commissioning information to be reviewed for future meetings to include: 

• the Area of Learning and Experience 

• the learning phase(s) 

• type and number of resources to indicate value for money 

EG explained that Adnodd expects to take the lead on developing and maintaining a content strategy for the resources section of Hwb, with input and agreement from WG policy teams, to help direct which resources are hosted on Hwb and how they’re presented. The Hwb Team will retain its responsibility for publishing resources to HWB, for checking they are technically compliant, as well as ensuring the general functioning and maintenance of the platform. 

LlS noted that the document provided outlines how the strategy will be framed following discussions at the workshop, which will provide a basis for the first draft of the strategy to be shared with the Board early in the new year.  

LlS noted that the Welsh Language Commissioner and the Future Generations of Wales Commissions have offered to act as critical friends of Adnodd to provide feedback on the strategy,  

Action: Schedule an additional, virtual workshop with the Board to further develop the strategy. 

EG explained that the provisional budget provided in the papers is indicative and had been discussed in detail by ARAC. The budget provides a basis for further discussion and negotiation with WG. 

The staffing structure will be revisited in March when there will be more certainty on Adnodd’s future budget and priorities. The types of roles will be reviewed to ensure that recruitment adds value in the most relevant areas to increase Adnodd’s capacity. Once in post, the new Director of Corporate Services will consider whether bringing some out-sourced services in-house could generate overall savings.  

GD noted the importance of securing Board approval of the business plan and the budget before the end of the current financial year. 

EG provided an overview of the refreshed risk register, which had been adapted further following scrutiny by ARAC.  He noted that the register provides a realistic and transparent document for the Board. 

Referring to risk appetite, MG noted that it would be preferrable to err on the side of caution in relation to compliance risks, and to be more open to risks in relation to commissioning. 

FS from Darwin Gray was welcomed to the meeting. 

EG noted that with support from the team at Darwin Gray, significant progress had been made in relation to refining and expanding the suite of human resources policies. He noted that in relation to the policies shared with the Board in advance of the meeting, all policies delegated to ARAC had been approved and are presented to the Board for visibility. Two policies reserved for Board had been recommended by ARAC for Board to review and approve: Equality, Diversity and Inclusion and Flexible working policies. 

It was explained that following review by ARAC, some policies will require further work and some additional policies will also need to be developed. Work on these remaining policies will continue in January with the aim of securing Board approval of all policies in March. 

Decision: The Board approved the Equality, Diversity and Inclusion Policy and Flexible Working Policy. 

FS explained that there is a WG requirement for Adnodd to consult with staff on certain matters. It was noted that Adnodd staff were recently consulted in relation to the pay offer proposal, which was consequently accepted by all members of staff. 

It was explained that the initial question put to staff will be whether they would choose to be consulted via union representation or whether they would prefer to do this through a staff forum. 

FS noted that the paper seeks Board approval to proceed with consulting existing staff about staff consultation mechanisms. 

Members noted their preference for an agile and flexible format for staff consultation allowing the process to be adapted as and when the organisation grows in staff numbers. 

Decision: The Board approved the proposal to consult with existing staff about consultation mechanisms and the timeline noted in the paper. 

EG noted the importance of discussion at Board level to establish a position for Adnodd in relation to declaring pronouns. It was noted that the paper includes reference to advice and considerations from other sources.  

Following a full and considered discussion, it was agreed that Adnodd should adopt a neutral stance on the sharing of preferred pronouns, whilst enabling staff and Board members to declare their pronouns should they wish. 

Decision: Executive Team to draft a policy on sharing preferred pronouns to reflect Adnodd’s neutral stance and include guidance on how staff can share their preferred pronouns if they wish to do so. Draft policy to be reviewed at the next Board meeting in March. 

GD noted the dates of the meetings for 2025, and reminded Board members that dates for the two-day meeting in March will be circulated in the new year. 

Action: AI to be included on the agenda for the online Board Strategy Development workshop.