Adnodd Board meeting: 16 September 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)
• 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:

• Nesta Doyle (ND)

Azets:

• Lucy Dean (LD) – item 6 only

Blue Stag:

• Dan Sargeant (DS) – item 10 only

GD welcomed all attendees to the meeting, including the two newly appointed members, Mair Gwynant and Natalie Jones.

Apologies were noted from Lucy Thomas and Nicola Wood.

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

Two members declared that they are currently working with suppliers of interest (Atebol and Books Council of Wales).

Action: Declaration of interests forms to be circulated to members to update the Conflict of Interests Register.

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

Actions from previous meeting

It was noted that in relation to action 8, the Procurement Policy is currently in progress.

MG noted that the minutes for the closed item 6 had not been circulated.

Action: Circulate minutes for closed item 6.

GD noted the expansion of the Board across various sectors and specialism.

Guidelines for online meetings were included in the papers, to provide an element of training and consistency. It is important that every member can contribute effectively during meetings, both generally and from the perspective of their specialism, particularly in relation to decision-making.

Referring to the Board’s effectiveness survey, GD noted that members had raised the need for training. The intention is to provide a short training session at the beginning of each Board meeting, starting with today’s session on the Curriculum for Wales (CfW).

EG explained that Adnodd’s attendance at a meeting of the Educational Resources Strategic Board (ERSB) had been postponed to allow for an internal Welsh Government (WG) meeting to discuss Adnodd’s budget and priorities.

A meeting between Adnodd and the Cabinet Secretary for Education (CSE), arranged for 18 September will provide an opportunity to discuss the company’s role and ambitions, with a view to gain an understanding of the CSE’s priorities and how Adnodd can reflect those as the vision and strategy evolves.

The current Director of Education will be leaving his post at the end of October. An interim Director has been appointed, who is currently a Deputy Director with responsibility for school improvement and qualifications.

EG explained that a meeting of the ERSB will be arranged in October to discuss the objectives and priorities in relation to the budget, with a further meeting to be arranged in December.

The WG’s middle tier review continues, with decisions on how the findings will be implemented due to be confirmed this term. It was noted that some educational resources and support previously provided by Regional Consortia could potentially be offered by Adnodd on a national level.

Assurance

MG noted that assurance had been received in the form of legal advice in relation to Adnodd’s commissioning and procurement processes.

It was noted that the Committee was content that work is ongoing in relation to internal controls and governance arrangements, but that further work was needed on cybersecurity and the Finance Policy. Work on the Finance Policy is being prioritised, with a working draft due to be completed by the end of September. Work on seeking cybersecurity accreditation is due to start imminently.

Further work is needed on the Corporate Handbook, to ensure that it is practically focused and specific to Adnodd’s constitution and activities. A final draft will be presented to the Board at its next meeting.

Risk

It was noted that further work is needed to refine the risk register, to ensure that it reflects the progress made in establishing Adnodd and the shift to a more operational focus. The risk register will be revamped as part of the work to develop a Risk Management Policy, which will also include a statement of Adnodd’s risk appetite for the Board to consider.

Audit

Audit Wales has now formally agreed to act as External Auditors for Adnodd, starting with the current financial year (2024/25).

ARAC met with Helen Morris from the Welsh Government Internal Audit service.  Audit work will commence towards the ends of 2024/25 and ARAC will review the relevant audit plan for 2024/25 and 25/26.

Advice

EG explained that legal advice had been sought from Darwin Gray to confirm whether a competitive procurement process is needed, due to the nature of a shared services agreement with Caerphilly County Borough Council and WG internal audit service.

Statutory accounts

It was confirmed that the Board is responsible for approving the statutory accounts, and sign off by EG as accounting officer, before presenting to WG and to Companies House thereafter.

The statutory accounts were recommended by ARAC to the Board for approval.

Decision: The statutory accounts were approved.

Finance report

An overview of the finance report was provided for quarter one. The main point to note is that spend for quarter one is on track, and that a modest underspend is projected for 2024-25.

ARAC confirmed that a process for budget virements should be included in the Finance Policy, and that the commissioning budget should be closely monitored, due to the potential reputational risks to Adnodd of underspending its budget.

EG gave an overview of the work to secure additional WG funding to commission WJEC to expand its planned suite of resources to coincide with the new GCSEs, due to commence in September 2025.

Paper four comprised a summary of the work completed to date, including the legal advice that approves and supports Adnodd’s method for commissioning.

The overall WJEC package will comprise a comprehensive suite of resources to support learners and practitioners to prepare for the new qualifications.  It was confirmed that the complete package will be available online and free of charge, with signposting from HWB to WJEC’s online resources platform. Practitioners will also be able to tailor the resources to align with their schools’ curriculum design.  It was confirmed that all resources included in the package, included those developed at WJEC’s cost, will be branded with Adnodd, WG and WJEC logos.

EG highlighted the importance of this work as the first major commission for Adnodd, which due to its volume and nature will attract significant interest from the sector. The recommendation is that a member of the Board is nominated to work with the team as the arrangements are finalised, and to approve the award of the contract – in line with the draft procurement and finance policies.

MG raised three potential risks to Adnodd in relation to the WJEC commission:

1. financial – risk of not making full use of the funds made available by WG in this current financial year
2. legal – now reduced as a result of the legal advice
3. reputational – the relevance of the resources is based upon WJEC’s stakeholder consultation

In response, EG confirmed that details of a contingency had been included in the contract, to allow for the rebalancing of budgets between Adnodd and WJEC, to mitigate the risk of underspend in this financial year (2024/25).

NJ was nominated as the Board member to support the WJEC commission project.

Decision: The Board approved the approach outlined in paper four in relation to the WJEC project.

Referring to paper five, LlS explained that Adnodd, as a new organisation, will trial various models of commissioning during its initial year.

Contracts for the direct award projects presented to the Board at the last meeting in July are currently being drawn up. Discussions will be held to agree on specific milestones to closely monitor the expenditure and to mitigate the risk of underspending.

A figure of £36,000 remains for a further competitive commissioning process in the form of a request for proposals. In the decision-making process, the team will take into account WG’s stated priorities and overall coverage across the CfW’s Areas of Learning and Experiences to ensure that there is a fair distribution across all priorities.

EG explained that suppliers will be asked to provide detailed information in relation to their expected costs. For larger contracts such as WJEC, there will be a requirement for open book accounting. Adnodd will conduct a value for money assessment for all direct awards, based on financial information provided by the suppliers, before a contract is agreed.

EG gave an overview of the proposal by ARAC for the Board to delegate authority to ARAC to approve and manage the majority of HR policies, save for specific policies that should be reserved for the Board.

Decision: The Board agreed to delegate authority for reviewing and approving Adnodd’s HR policies to ARAC, save for the following policies which will be reserved for the Board:

• Board Code of Conduct
• Conflict of Interest
• EDI / Equality and Diversity
• Expenses policy applicable to all employees and board members
• Flexible working policy
• Agile working policy
• Gifts, Bribery and Hospitality
• Reward policy
• Welsh language policy
• Health and Safety policy

GD thanked members for their decision (taken remotely outside of scheduled Board meetings) to approve the title and increased grade for the Director of Corporate Services, and to extend the contract of the interim Business Manager.

Decision: The Board approved the amendments to Adnodd’s staffing structure by remote decision on 3 September 2024.  

Notification had been received by WG that Civil Service wages will increase by 5% from April 2024. Discussions regarding the proposal for Adnodd staff will take place during an extraordinary meeting of ARAC in October, with a recommendation put to the Board for approval in advance of the December meeting.

LlS introduced the draft Annual Performance Report, explaining that it is based on progress against the objectives set within WG’s remit letter.

MG welcomed the structure of the report. For simplicity and efficiency, she suggested that the annual statutory accounts and reports, and the annual performance report could be integrated into one document in future.

Blue Stag was introduced as the communications and marketing partner, who provided an overview of its work for Adnodd, including supporting the work of stakeholder mapping and engagement.

It was noted that a landing page to the Adnodd website, will launch at the end of September.  The full, feature- and content-rich website will be launched in November.

Blue Stag noted the work that has been undertaken to develop the Adnodd brand, including merchandise, tone of voice guidance and illustration style.

Responding to a member query regarding a communications timetable, Blue Stag confirmed that there will be more activity across Adnodd’s channels over coming weeks. This is being managed through a content calendar which includes key milestones for content publication.

Action: Blue Stag to share the content calendar with Board members.

Action: Stakeholder mapping to be included in the training and development provision for the Board.

The recommendation to refresh the risk register to ensure that it is up to date and accurate was noted, along with production of a Risk Management Policy to identify risk appetite and risk proximity.

Decision: The Board approved the recommendation to update the risk register in line with the discussion at ARAC.

Next meeting 18/12/2024.