Adnodd Board meeting: 24 November 2023

• Gethin Davies, Chair (GD)
• Lesley Bush (LB)
• Sioned Roberts (SR)
• Lucy Thomas (LT)
• Nicola Wood (NW)
• Huw Jones (HJ)
• Ann Evans (AE)
• Emyr George (EG)
• Elliw Roberts (ER)

EG was welcomed to the Board meeting as an observer, prior to taking up his role in January.

Apologies were received from Bethan Webb and Owain Lloyd, WG.

None.

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

Emyr George, who will be taking up post as Chief Executive on 8 January 2024, introduced himself.

A paper providing an update on progress against the operational plan between 1 July and 15 November was circulated in advance of the meeting.

A further update was given on the following matters.

Procurement

• An insurance contract for professional indemnity, public liability and employers will be in place from January 2024.
• Work is underway to secure legal, translation and internal audit services.
• Procurement of finance, payroll and HR services is progressing.
• Work on developing a commercial strategy will begin in January

Financial forecast

• It was noted that there will be an underspend of around £500,000. This budget will be returned to Welsh Government and used to pay for resource commissioning projects previously awarded.
• Around seven of these longer-term projects will be novated to Adnodd from April 2024.

Engagement work:

• Miller Research’s has produced a draft report of its research into the resources landscape. The Executive Team will use the findings from the report to develop the commissioning model.
• The Board asked about the low number of followers on social media. It was explained that information to share on social media about Adnodd is currently limited and that more work will be undertaken in the new year with our communications partner to raise Adnodd’s profile.

Risk register

• It was agreed that continuity of Adnodd’s seconded staff from April onwards should be added as a risk to the register.
• The Chair agreed to write to Welsh Government requesting to extend the secondment contracts to 31 March 2025.

The lack of confirmation regarding Adnodd’s pension arrangements was discussed and agreed as a further addition to the risk register.

The Executive Team confirmed it had identified and met with a qualified individual who possessed the appropriate experience, skills and credentials to Chair of the ARAC Committee provisionally. They would be willing to be co-opted to the Board for a defined period of time until the Welsh Government has undertaken a public appointment process to fill the vacant seat on the Board.

In order achieve full compliance with the Adnodd Framework Document, the Executive Team agreed to explore and seek legal advice on whether a person could be co-opted as a Board member for a specific period, with written consent of Welsh Government as Adnodd’s Guarantor.

Subject to receiving satisfactory legal advice, the Board approved the recommendation to co-opt Mair Gwynant for a defined period as the acting Chair of the ARAC committee.

It was noted that Adnodd should have a role in the recruitment and appointment process of Board members.  It was agreed to recommend to Welsh Government that Adnodd’s Chair should be part of the process.

It was agreed that GD would write to Welsh Government outlining the lessons learnt during the process of establishing the company.

It was agreed that the Board’s Terms of Reference should include equality, diversity and inclusion (EDI).  It was agreed to capture Adnodd’s EDI statistics to include in the company’s first annual report.

Dependent on the Minister’s written consent, the Board was content to amend the Articles of Association and increase the number of directors to a maximum of 8.

It was agreed to include a reference to the timing of reviewing policies.

Board approved the following policies (English versions):

• Code of conduct
• Conflict of interest; declaring potential conflict of interest instructions; declaration of interest form;
• Whistleblowing policy
• Grievance policy
• Data protection
• Privacy Notice
• ICT acceptable use policy
• Fees, Travel and Subsistence
• Board Terms of Reference
• ARAC Terms of Reference

It was agreed that members will provide final comments on the Terms of Reference for the Finance and HR Committee, and on the Welsh Language policy and on the EDI policy by 8/12/23.

The Committee noted the inherent challenge of procuring corporate services for a relatively small organisation such as Adnodd.  There is a particular challenge in procuring internal audit, as the only supplier that tendered for the work would likely also bid for the (higher-value) which would prevent it taking on the internal audit work.

It was agreed to prioritise procuring a finance and payroll service for now, and to discuss the timetable for procuring an internal audit service with the Chair of ARAC. The Executive Team noted that this was also the advice given by Audit Wales in a recent initiation meeting.

The Board was content not to award the internal audit contract for the time being until the finance and payroll contract had been procured.

Azets had prepared dormant accounts for Adnodd for the period July 2022 – 31 March 2023.  In accordance with advice from Welsh Government, Adnodd’s financial year will be amended to be in line with Welsh Government’s financial year (1 April – 31 March).

The number of employees stated on the accounts should be verified to confirm whether Board members are considered employees for this purpose. The Board was content to approve the documentation subject to this point being confirmed by Azets and for the accounts to be filed with Companies House.

It was agreed to prepare a forward look to bring to next board meeting.