Adnodd Board meeting: 23 May 2023

• Gethin Davies, Chair (GD)
• Nicola Wood (NW)
• Huw Jones (HJ)
• Lesley Bush (LB)
• Ann Evans (AE)
• Elliw Roberts (ER)
• Sioned Roberts (SR)
• Bethan Webb, Welsh Government (BW)

Apologies were received from Lucy Thomas.

All – paper regarding Travel and Subsistence.

The minutes were agreed as a true and accurate record of the meeting.

Minutes – it was agreed as a rule not to attribute comments to individuals unless relevant, declarations of interest for instance.

Payments to members – some have been paid without the automatic deductions of tax and NI.  Affected members to repay and claim again using the correct forms.

Actions:

• Circulate claim form after the meeting.
• Develop the Travel & Subsistence (T&S) guide further, to include reading and travel time etc.

Laptop use protocol – has been drafted, awaiting confirmation from Hwb on a few matters. To be circulated once finalised.

Communications and engagement

Work continuing with Four Cymru to prepare for the Urdd Eisteddfod.  A Q&A session will be held with the Chair on the Welsh Government’s stand on Friday 2 June.

Preparation work for engaging with stakeholders is ongoing. Social media accounts have been created and will soon be live.

Some members have received enquiries via their social media accounts about Adnodd.  It was agreed that these enquiries should be sent to the Executive Team to record and respond.

Banking

The Board’s approval sought for accessing Adnodd’s bank account through Bankline. The request form requires a Board resolution.  The signatories currently on the account are the Adnodd Accounting Officer (OL), Welsh Government’s Finance Director, and Adnodd’s Executive Team members.

The Board agreed to allow online access to the account.

The Board asked about delegations and approval limits. BW stated that WG will set these in agreement with the Accounting Officer until a Chief Executive is appointed.

An outline paper was shared prior to the meeting.

It was suggested that several points from the HR scoping document could be incorporated into the business plan.

Concerns were raised that Adnodd’s values had not been discussed and agreed.

Final draft to be sent to Welsh Government by 30 June.

The Executive Team will circulate a OneDrive version of the document so that members can give their comments.

It was agreed that an additional meeting will be required to discuss the plan again, following comments and further drafting. Executive Team to set a date that is convenient for the majority to discuss the Business Plan.

It was noted that this is ‘live’ document that is updated regularly.  This is an operational document that is being shared to give the Board an insight into the work that is to be completed.

Executive Team noted that this is an overview, as detailed costs for some areas of work are still unclear at this time.

It was noted that the budget against each area of work could vary.  Currently the highest spend is for recruitment and staffing costs and for establishing finance and procurement systems.

Once the company is fully established,

The Executive Team has sought and received advice from other similar arm’s length bodies regarding setting up operational functions. CDPS introduced the Team to Curshaw, a company on the Crown Commercial Services Framework which has supported CDPS during its set-up over the last two years.

The Executive Team has recently discussed Adnodd’s requirements regarding procurement, finance and commissioning model with Curshaw. Curshaw has submitted a proposal and costs for Adnodd to consider.

The Board questioned if the market should be tested and the risks regarding contracting/not contracting with Curshaw were discussed.

It was agreed that a presentation from Curshaw to the Board would be requested.

Executive Team to circulate the Framework documentation to Board members.

Partnership Team to discuss the proposal with the Accounting Officer and seek views on the option of issuing a ‘direct award’ to a supplier.

GD noted that he had met with Head of Education at BBC Cymru who is eager to work with Adnodd and share the BBC’s commissioning plans.  It was agreed to have regular meetings to update and facilitate any work that can be undertaken together.  The BBC is eager to promote authors from Wales and can contribute to CfW. BBC’s remit is primary and secondary and does not cover the post-16 sector.

SR agreed facilitate a further meeting with GD.

The Board discussed the training from the previous day (22 May) and agreed that it was comprehensive and valuable.

It was noted that a Code of Conduct (to include use of social media) for the Board should be drafted as well as policies for Whistleblowing and Complaints.

It was agreed to appoint HJ as vice chair.

WG commissioned the scoping paper on HR requirements. It was noted that some of the recommendations are for the Chief Executive to take forward once appointed.

It was noted that Adnodd would need to contract with the consultant in order to advertise and recruit a Chief Executive.

The Board agreed to note the next steps identified in the paper.

WG is awaiting advice from the Cabinet Office in Whitehall on whether the Chief Executive could receive a Civil Service pension. It was noted that the lack of clarity on this point was causing a delay in the recruitment process.

It was stated that a member with financial expertise is needed on the Board.  BW suggested that the Welsh Government Audit team could offer support on how to appoint a provisional Board Member with the necessary credentials.

Executive Team to seek advice from WG Audit Team on temporarily appointing a specialist Board member with the necessary financial skills.

It was agreed to draft terms of reference for the Board’s committees – these could be guided by the Terms of Reference used by other bodies.

NW left the meeting at 12pm.

As there will not be a Finance Committee, it was  agreed to reallocate members so that LB would sit on the Remuneration Committee instead of NW; so that NW would now sit on the Audit, Risk and Assurance Committee (ARAC) only.  In her absence NW was nominated Chair of ARAC by HJ.  NW’s acceptance of the role would need to be confirmed.

The Board decided that GD would chair the Remuneration Committee.

BW noted that OL as the Accounting Officer is the interim Senior Information Risk Owner (SIRO), and that this responsibility will transfer to the Chief Executive in due course.

It was agreed to arrange an in-person Board meeting later in the year and to explore whether WG offices / meeting rooms could be used for Board meetings.