Adnodd Board meeting: 19 March 2024 09:00-13:00

Adnodd:

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

Azets:

• Lucy Dean (LD)

EffectusHR:

• Nia Bennett (NB)

A welcome was extended to Lucy Dean from Azets who works with Adnodd on the Finance work and Nia Bennett, an HR consultant working with Adnodd on the staffing structure.

All members confirmed they had no direct or indirect interest in any way in the proposed arrangements to be considered at the meeting which they were required by section 177 of the Companies Act 2006 and the Company’s articles of association to disclose.

EG noted that AE and ER would leave the meeting during the discussion on agenda item 7 regarding the staffing structure, to avoid any possible conflict of interest.

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

Progress report

A paper providing an update on progress against the Operational Plan for January 2024 to March 2024 was circulated in advance of the meeting.

Further update was given on specific matters:

• ARAC met on 3 March.
• Contract signed with Azets.
• Confirmation received that Adnodd will receive a dispensation from WG for external audit for FY2023/24.

Communications and engagement

Article in TES has raised further awareness. Engagement work is ongoing, with a number of discussions and meetings taking place giving the executive team a greater understanding of the types of resources needed and that will be possible to create.

Four Cymru is working on the corporate narrative and on an executive summary of the Miller engagement work. The executive team will share the output of this with the Board after Easter. This could possibly tie in with a statement from a new Education Minister.

It was confirmed that the Curshaw contract has been formally extended for 6 months. The Board agreed to the extension remotely.

Recruitment of a Business Manager – interviewing 5 candidates on 21/3/24.

Main challenges facing Adnodd were outlined, these will be further addressed during the meeting:

Budget – WG funding letter not yet received although the executive team has had sight of an early draft and has provided detailed feedback.

Running costs for FY2024/25 are relatively high as we continue to be heavily reliant on external providers to establish Adnodd.

Budget for the contracts and grants that will be novated from WG will come from Adnodd’s overall funding allocation. Currently, up to £820,000 has been allocated to cover the costs of these agreements.

It was explained that £500,000 of the allocated budget is for a possible grant to WJEC.  Further work is required to agree the exact remit of the grant before it’s novated.

VAT: Discussions are ongoing with WG regarding Adnodd becoming exempt from VAT as a WG arm’s length body that delivers some functions on its behalf.

It was confirmed that there will be a requirement for the Board to agree a formal set of accounts and a governance statement for FY23/24. However, it will not be necessary to have these externally audited.

It was noted that it would be beneficial in future if the finance report to the Board could differentiate more clearly between commissions inherited from WG and those that Adnodd has commissioned itself.

In relation to resources for new GCSEs, EG noted that he is in regular discussions with the WG Director of Education about the possibility of releasing additional funding during the financial year. Adnodd will need to work closely with WJEC to prepare an effective business case for additional funding should the opportunity arise.

It was noted that Adnodd is working to a tight timescale for the resources to be published and available by September 2025.

This was noted as a risk not only to Adnodd but also to WG and WJEC. Another risk was the uncertainty around the possibility of the Welsh language and Education not being within the same ministerial portfolio and the possibility of reporting to two Cabinet Secretaries in due course.

Action: To update the risk register.

It was noted that Adnodd’s executive team had commented on an early draft of the Finance Letter from WG, however a copy was not shared with the Board due to the need for a considerable redraft of the letter.

It was noted that underspend noted in the finance report is potentially a reputational risk for Adnodd, important therefore that the narrative in the annual report conveys the reasons for it, as well as noting the value gained from the money spent.

Members gave feedback on the layout and presentation of the information presented in the finance report.

It was noted that the costs for some of the corporate services contracts were relatively high: finance, procurement and HR services. It was suggested that an evaluation of these early contracts could be useful.

It was explained that a cautious approach had been taken to estimating future costs, based on the highest value of the contracts, and that any underspending from these will be released back to the commissioning programme.

In relation to the Bank Mandate, the Board agreed to approve in principle the need for appropriate controls to be in place for authorising payments, noting the intention for the executive team and Azets to continue developing the full finance policy and share with the Board in due course.

The Board agreed that sub-group of the Board could be convened to discuss and develop initial ideas to inform a strategy and report back to the Board with considerations and suggestions – while acknowledging that agreeing the strategy itself is a matter for the whole Board.

The Board agreed that the following members would sit on ARAC: MG (Chair), NW, HJ and LT. It was agreed that EG would attend as Chief Executive and Accounting Officer, rather than in his capacity as a Board member.

It was agreed that the ARAC meetings should be split into two parts: ARAC (scrutiny) and then corporate services. And to keep to the schedule for ARAC meetings already in place. The Terms of Reference will therefore need to be reviewed with the Chair of the committee and Chair of the Board.

Action: Review ARAC terms of reference.

The Committee Chair provided an oral update.

Minutes of the 3 March meeting will be circulated shortly.

Key points discussed:

• 2024/25 committee programme of work agreed.
• List of policies considered and identified gaps noted.

Curshaw delivered a presentation and agreed a management and monitoring process for the contract.

1. Staff and salary structures and recruitment plan

NB and EG presented the proposals for:

• Adnodd staff structure
• Staggered recruitment plan to manage growth and spending in the company’s early years.

Proposed salary structure

• Staff structure

It was agreed that the proposed Business Manager position should be revisited to ensure that the postholder possesses proven competence in strategic budget management and planning and demonstrable commercial acumen.  A relevant accountancy qualification should also be noted as highly desirable for the role. Members also discussed the need for the postholder to be able to lead on the company’s financial strategy, secure effective procurement and tight control of corporate service providers, assure the corporate governance of the company and ensure that procedures for commissioning are efficient and secure value for money as well as statutory compliance.

It was agreed that the Business Manager role could also be described as ‘Head of Corporate Services’ and set as grade 5 on the salary structure if the benchmarking work on the higher requirements of the role confirm that.

Consideration should be given having the communications manager report to the Head of corporate services rather than the Chief Executive, noting that this would create an effective senior leadership team of three to provide clear guidance to the company.

The Board agreed that the structure provided an appropriate basis to proceed with the first round of staff recruitment.

• Recruitment plan

Members discussed how the recruitment plan could affect existing Adnodd staff on secondment from WG, noting the need for the possible implications to be discussed with them in an open, clear and timely manner.

It was agreed that a second Commissioning and Quality manager position should be included within the first round of recruitment, offered as a full-time or part-time position.

For each role, the advert should clearly indicate our willingness to discuss and consider flexible work patterns within the context of the job requirements.

With the addition of an additional part-time Commissioning and Quality Manager role, the Board agreed with the next steps set out in the paper for recruiting and appointing the first round of staff.

• Salary structure

It was noted that a 4 point pay scale in line with the proposal would likely appeal to staff and be seen as a simple and fair arrangement. In a small organisation, there will be fewer opportunities for staff to move up through the structure, so a graduated pay structure is likely to be seen as a fair way to recognise the continuing commitment and growing experience of staff.

The Board agreed to adopt the proposed salary structure.

It was agreed that the performance management policy will need to make clear the relationship between performing effectively and progressing along the pay scale.

2. Terms and conditions of employment

A paper and annex listing the proposed terms and conditions was presented. The need for a definitive decision for job advertising, and for guidance on issues that would inform the development of policies that will be developed in time for the Board to consider in June.

The Board agreed to the proposals listed in the annexe.

Performance management for board members needs to be held. Executive team to make arrangements.

ICT equipment – laptops. Executive team are eager for Board members to return their laptops if they prefer to use their own devices. Members to notify the executive team of their decision.

The Board discussed inviting WG to attend Board meetings. It was agreed that an open invitation is sent to the sponsorship unit in WG to attend future Board meetings. With an option for closed agenda items as required.