Adnodd Board meeting: 14 July 2023
Read the minutes from our Board meeting on 14 July 2023. The meeting covered key updates, including governance, commissioning plans, financial matters, and next steps as Adnodd continues to develop and deliver for learners and practitioners across Wales.
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In attendance
- Gethin Davies, Chair (GD)
- Lesley Bush (LB)
- Sioned Roberts (SR)
- Lucy Thomas (LT)
- Nicola Wood (NW)
- Huw Jones (HJ)
- Owain Lloyd (OL)
- Ann Evans (AE)
- Elliw Roberts (ER)
- Bethan Webb, Welsh Government (BW)
1. Welcome and apologies
All attendees were welcomed to the meeting.
2. Declarations of interest
NW – in relation to data protection, member of ICO.
3. Minutes of previous meeting
The Committees that had been established were discussed and it was noted that the Remuneration Committee would be changed to HR and Finance Committee.
ARAC members noted their concern about the absence of a qualified accountant on the Board.
Welsh Government has committed to appointing further members by the autumn. The Board can consider securing the service of an independent member to Chair ARAC, however that member would not be a Board member and could not sit on the full board nor the HR and Finance committee.
It was agreed that two additional board members could be sought to meet financial and diversity requirements.
It was noted that the Chair of ARAC often receives a higher remuneration due to the specialist nature of the role. Considering the previously unsuccessful recruitment and that the expertise is needed to ensure the Board’s compliance, it was asked whether a higher renumeration be considered for this role.
Action: Welsh Government officials to discuss with Public Bodies Unit and advise.
4. Executive Team update
Paper providing an update on progress during first quarter was shared in advance of meeting.
A further update was given on specific matters:
Procurement
Approval received for a directly awarding the contract for procurement services to Curshaw.
Engagement work
- Online surveys are live, with adverts on our social media channels.
- Short videos about Adnodd also produced and shared on social media.
- A ‘Show reel’ of Adnodd’s timeframe will be created to manage stakeholders’ expectations.
- Executive Team to share links with members.
- Meetings with Qualifications Wales and WJEC are ongoing. We will need to ensure that our messages are in line with other partners to manage expectations and consistent messages are shared.
5. Board terms of reference
The number required for quorum and details under paragraph 5.5 were queried.
Executive team to update the document following the Board’s feedback and present a second draft at the on 22 September 2023 meeting.
6. Policies
Members acknowledged the scale oof work involved in drafting the policies and that some are provisional only to ensure effective governance while the company is being established.
It was noted that some HR policies state a specific role for ARAC in this interim period, although the role of ARAC is to ensure that Adnodd operates within its remit. The policies will need to be revised once a Chief Executive is appointed and staff are in post.
7. Update from Audit and Risk Assurance Committee (ARAC)
An update was received from the Committee.
ARAC has met twice during the first quarter.
It was noted that the Committee is concerned that there isn’t a qualified accountant on the Committee and that auditors have not been appointed.
The Committee has suggested that a Board skills matrix be completed. Executive team to share with members next week.
The committee’s Terms of reference have been drafted and the ARAC Chair recommended that the draft be agreed. It was stated that it will need to be revised in due course to reflect any additional responsibilities included in the interim HR policies.
The Committee stated that the WG Risk Register is a good starting point for Adnodd however some of the scores should be revised.
8. Any other business
The advert for the Chief Executive post is now live with a closing date of 27 July. Interviews will be held on 14 September.
Members asked for the information about the engagement work to be shared widely, e.g. CYDAG Conference in September. Executive Team to discuss with the communications contractor.
Members requested that the Executive Team give a presentation at the next board meeting explaining the previous commissioning process for resources and how things might be done differently in Adnodd.
The Board raised concerns regarding the staffing situation, and that it is inadequate.
The Board agreed for WG to advertise a secondment internally in September.