Adnodd Board meeting: 28 January 2026 14.00-17:00

Adnodd:

• Gethin Davies, Chair (GD)
• Mair Gwynant, Chair of ARAC (MG)
• Lesley Bush (LB)
• Sioned Roberts (SR)
• Huw Jones (HJ)
• Nicola Wood (NW)
• Emyr George, Chief Executive (EG)
• Lleucu Siencyn, Director of Strategy and Delivery (LlS)
• Kirsty Davies, Director of Corporate Services (KD)
• Branwen Edwards, Secretariat (BE).

Welsh Government:

• Lloyd Hopkin (LH)

Apologies:

• Natalie Jones (NJ)

The Chair welcomed all attendees to the meeting.

Apologies had been received by Natalie Jones.

No conflict of interests had been declared in advance of the meeting.

One member noted their ongoing interest in relation to the National Library of Wales.

The Board reviewed the AGM, and the Board meeting minutes of 22 October 2025 meeting, including the closed item.

Subject to one minor amend to the AGM minutes, they were accepted as a true and accurate record of discussions.

Subject to one minor amendment, the Board meeting minutes were accepted as a true and accurate record of the meeting.

The minutes of the closed item were accepted as a true and accurate record of discussions.

Action: Minor amendments to the AGM and Board meeting minutes.

No matters were arising from the minutes.

Following recent discussions regarding Board succession planning, all members have now received a letter confirming the status of their appointment to the Board.

EG and GD attended an annual meeting with the Cabinet Secretary for Education (CSE) in December. Adnodd’s progress and plans were discussed, specifically the work on WG priorities.  Following the meeting we wrote to the CSE to thank her for her time and to share Adnodd’s annual report.

ARAC met on 14 January 2026.

Annual accounts

The Committee noted that the accounts had been filed with Companies House.

Self-assessment model (SAM)

MG noted that the SAM work is near completion, following positive discussions with the partnership team.

Governance handbook

MG and KD will meet with the WG finance team to confirm some accounting matters. Once confirmed the handbook will be finalised.

Risk management

MG noted that the Committee reviewed the risk register in detail at the January meeting.

MG noted that the Committee was assured by the justifications listed in the register for direct awards.

The Committee was assured on the timetable for commissioning work and the new internal processes that have been implemented to ensure close monitoring, in particular for high-risk projects.

Finance

ARAC provided input into the Expenses policy and the Finance policy.

BookStart

EG noted that WG and Adnodd were recently the subject of a news story run by the BBC and S4C about the future of the BookStart programme which, currently, is funded by Adnodd until April 2026. WG worked quickly and constructively with Adnodd to formulate a response to media enquiries, and to provide clarity on the government’s policy expectations for the programme to continue until future arrangements are confirmed and commissioned.

Discussions with BookTrust continue to ensure continued provision over the next year can be agreed. Adnodd is also working with the partnership team to ensure that the implications of these discussions are considered as we agree our funding letter for next year.

VAT update

Guidance had been received from WG on how Adnodd can develop an application to seek partial exemption from VAT. The implications to Adnodd will be reviewed as the application develops, and ARAC will be updated on progress.

Working with WG

EG noted that early drafts of the remit and funding letters had been received, and the executive team is working with the partnership team to finalise the details. Discussions are also ongoing within WG policy teams.

The letters are due to be finalised and approved by the CSE in February. A comprehensive pack of strategic plans and funding will be presented to ARAC and the Board in April.

Educational Resources Strategic Board (ERSB)

A constructive and positive meeting of the ERSB was chaired by the WG’s Director of Education in December.

The Chief Executive of Dysgu will attend the next meeting of the ERSB.

Engagement, collaboration and promotion

Adnodd’s second annual report was published online in December.

The executive teams of Adnodd and Dysgu are meeting on a regular basis to establish a close and collaborative relationship.

Both organisations are working together in agreeing and finalising their remit and funding letters, to secure alignment.

In February, a discussion will be held with Welsh publishers and presses to share Adnodd’s plans and priorities for the year ahead and to discuss collaborative working to enable effective pre-planning.

Commissioning methods

LlS noted that the team has evaluated the effectiveness of each commissioning round and actively improved the systems for the next rounds.

The autumn commissioning round offered all suppliers a transparent opportunity to apply through open advertising methods with our procurement partner, Caerphilly County Borough Council (CCBC).

The specifications for the next round of Invitation to Tender (ITT) have been co-created with WG policy teams and experts in the field. These resources will directly support the strategic ambitions of Adnodd’s focus areas.

From April 2026, Adnodd will use an open framework to ensure that our commissioning processes are transparent and competitive in-line with procurement regulations.

The next funding window will open in February. This commissioning round will be dedicated to projects supporting the teaching and learning of Welsh History, Anti-racism, and Human Rights.

LlS noted that two online sessions had been arranged to engage with the market and share further information.

Supplier framework

An open framework of suppliers, creative content creators, research and evaluation projects, and educational consultants is currently being established, to streamline our procurement process, and reduce the time and administrative effort associated with a full tendering exercise for each commission.

The framework will facilitate an efficient, fair and transparent procurement process, which complies with procurement rules.

Action: Present a supplier framework update to the Board in April.

Quality Assurance Framework 

Adnodd’s Quality Assurance Framework will be published on 1 April 2026 to support open opportunities to apply for commissions in line with the needs of our 26/27 funding letter.

Literacy research

Through open competition, Miller Research has been appointed to undertake the research project to support the future commissioning of literacy resources.

In response to a member’s query regarding Adnodd Friends, LlS explained that the supplier framework will include a lot for (education, policy, culture) consultants, to “procure” Adnodd Friends by using this method. Discussions are ongoing to establish a panel of experts with lived experience to work with Adnodd.

Human resources

Professional learning

In September, Adnodd launched the iHasco e-learning platform, allowing staff and Board members to complete compliance-based modules.

Risk management, cybersecurity and prevention of sexual harassment online training sessions were offered and attended by a number of Board members in the Autumn term.

Recruitment and staffing structure  

Following the internal recruitment cycle for the Commissioning and Quality Manager role, the executive team considered the structure and responsibilities of the Commissioning Team. Two new job descriptions were created for a Senior Officer and Officer roles.

A Senior Officer was appointed in early December and the interviews for the Officer role took place on 15 January 2026.

A start date is being discussed with the successful candidate.

Staff forum 

KD provided an overview of the Staff Forum section of the paper, and the forum’s discussions at its meeting on 12 November 2025.

KD noted that Adnodd had been trialling a well-being hour which has been well received by staff and is raising morale. KD will conduct a bench marking exercise regarding terms and conditions before presenting to ARAC and Board in April.

Action: Review of current employment terms and conditions with ARAC and Board in April 2026.

Policies

During the ARAC meeting on 14 January, the Committee reviewed and approved the revised Recruitment policy.

Expenses policy

KD explained that the policy was reviewed by the staff forum in November following the introduction of a Premier Inn business account for Adnodd.

The policy was presented to ARAC in January, and the Committee recommended that the policy is revised:

• To allow staff to book their own accommodation for ad-hoc requirements and reclaim the cost up to the limit
• ‘Whole team’ events must be arranged centrally by the corporate team
• To clearly state that staff are not able to claim the cost of any additional travel arrangements incurred from choosing their own accommodation
• To allow staff to combine the subsistence limits where an employee can claim for all three meals due to business needs

Decision: The Board approved the amended Expenses policy.

Agile working policy

KD noted that the ‘working from abroad’ section had been revised to strengthen Adnodd’s position following discussions at the October Board meeting.

Decision: The Board approved the amendments to the Agile working policy

Finance

Additional in-year funding

On 5 November 2025, Adnodd signed a grant variation letter confirming additional funding to support the Wave 2 GCSE subjects. The total amount awarded was £545,405, with £444,803 allocated to FY25/26 financial year, and £100,602 to FY26/27.

Additional funding of approximately £9,000 to support the 2025/26 pay award gap and the increased NI contributions has been verbally confirmed by the partnership team and is expected in January 2026.

The total additional in-year funding of £453,803 was drawn down in January 2026.

Budget expenditure

The table provided in the papers shows that the total expenditure for the period exceeds the grant funding drawn down by £911,263. An overspend of £974,826 within the commissioning budget is due to the original budget forecast showing the full value of each contract in quarter 4 whilst milestones were being agreed with suppliers. Milestones have now been agreed for several projects, and some have completed within Quarter 3 leading to un-forecasted spend within the period. This will balance out by the end of the financial year.

Approximately £15,000 of the operational underspend relates to services completed but for which invoices have not yet been received. The remaining underspend of approximately £43,000 within the operational budget relates to efficiencies made. £20,000 of this underspend has been earmarked to cancel out the deficit within the accounts relating to the end of the FY23/24. The remaining underspend has been distributed to other projects.

Forecast-Quarter 4

The most recent forecast shows an underspend of £25,633 at year end, which is within the allowable underspend of 2% of Adnodd’s total income.

KD noted that all commissioning projects are currently on track to complete year-end milestones on time and on budget.

Commissioning

A small underspend in the 24/25 commitments is due to one project completing slightly under budget.

The quality assurance budget line has been vired to fund the establishment of the supplier framework by CBCC.

The Commissioning – RFP 25/26 (Wave 2) budget was reduced to £140,000 to reflect the shorter than planned timescale for delivery. The underspend will be used to fund various projects.

The commissioning budget is forecasting a small underspend of £443 at 31 March 2026.

Operational

An underspend of approximately £25,000 is forecast at year end, largely due to lower costs for procurement, travel and subsistence and staff training.

The underspend will be used to offset the retained deficit and to allow some leeway should any unforeseen costs arise in quarter 4.

Finance policy

Adnodd has reviewed and updated processes and introduced new software to streamline and improve working practices, now that most financial processes have been brought in-house

The changes have led to a review of the Finance policy, which has been recommended by ARAC for Board approval.

Decision: The Board approved the amendments to the Policy.

Internal audit

A verbal update was provided to ARAC on 14 January confirming that the testing phase was almost complete and no fundamental issues had been identified.

KD will attend a closure meeting in early February.

Adnodd officers and the internal audit team will meet to draw up the annual action plan for 2026/27. The plan will be presented to ARAC in April.

An annual assurance report will also be prepared by the internal audit team and presented to ARAC in April, providing a summary of the audit activity during 2025/26 and offer an audit opinion for inclusion in the 2025/26 financial statements.

External Audit

KD noted that Audit Wales will not be able to complete the field work for the 2025/26 audit until October which may impact the timings of ARAC and Board meetings during the latter part of the financial year.

Action: Circulate new Board and ARAC meeting dates.

Risk management

The risk register was reviewed and updated in December 2025 and presented to ARAC in January.

Direct awards 

The register of direct awards has been updated to include a column outlining the justification for awarding the contract directly.

A column has also been added containing links to the transparency notices published on the Central Digital Platform (CDP) for all directly awarded contracts. 10 contracts have been directly awarded without competition since 1 April 2025.

Fraud risk register

Amendments have now been made to the register following a detailed review by ARAC in January.

The fraud risk register will be reviewed at least annually by ARAC in line with the Risk management policy.

Corporate risk register

The corporate risk register tab had been amended following discussions at January’s ARAC meeting.

KD noted that she had been working with the HWB team on the IASME certification. Adnodd’s responses to the questionnaire were compliant, but domain information from HWB was deemed insufficient. Additional responses from HWB are outstanding which has resulted in Adnodd not achieving IASME Level 1 certification, and therefore unlikely to achieve Level 2 certification by the end of the financial year as planned.

KD noted that she will notify WG’s security team.

GD gave a short presentation on the subject – Curriculum for Wales: The opportunities, challenges and risks.

Opportunities

During the CfW journey, Ysgol Dyffryn Conwy and its community revisited the school’s values and vision. An important focus of the school’s pedagogy is to ask the questions: Why, what and how.

GD noted that staff training is focused on developing a workforce that has the strategies required for teaching and learning the CfW.

Many engagement activities are arranged in school, minimising cost and ensuring equal opportunity for all learners.

The school site has now been arranged to allow cross-curricular across the departments, based on the Areas of Learning Experiences.

GD noted the main challenges as:

• Designing an effective local curriculum.
• Planning for the new qualifications.
• Developing staff capacity and training.
• New assessment methods.
• Consistency across schools.
• Measuring the impact of CfW.
• Preparing learners for jobs in the future.

GD noted the main risks as:

• Costs
• Losing focus on core content.
• Pressures on the current staffing situation.
• Middle-tier changes.

The Board will be visiting Ysgol Dyffryn Conwy for its April meeting and will meet with staff bringing the CfW to life.

The draft plan for 2026-27 indicates key objectives, actions, and allocated budget organised across the five strategic priorities listed in our remit letter for 2023-2026.

All-staff workshop days have been arranged in February to further develop the plan. This will enable us to agree the main actions and milestones for each objective, to identify and manage dependencies and pinch points, and to agree how progress will be tracked.

EG provided an outline of the draft objectives listed for each of the five strategic priorities.

EG confirmed that an early draft of the remit letter for 26/27 had been received and noted that no changes have been made to the strategic objectives.

A final operational plan will be presented to the Board in April.

The draft remit letter notes that Adnodd must formally share the operational plan with the CSE to demonstrate that we are actively implementing our remit.

A more concise business plan will be draw up from the operational plan to publish on Adnodd’s website.

Adnodd’s strategy, WG’s current and future policy objectives and the contract and grant funding commitments that are ongoing from the 2025/26 financial year.

Communications from WG indicates that the budget for 2026/27 will be closely aligned to the budget for the current financial year

The operational costs funding has been baselined on FY24/25 and increased to recognise the additional cost of the 2024/25 pay award and increased National Insurance contributions. The funding is sufficient to cover the planned activity in 2026/27 and represents 34% of the total funding allocation.

A pay increase of 2.2% has been budgeted for all staff following guidance from the Public Bodies Unit of Welsh Government.

The operational budget is currently underspending by £13,426. If an underspend still exists once the final funding agreement is approved, it can be moved to the Commissioning budget for allocation.

KD noted that the Well-being charter and Welsh language policy are still in draft form.

Amendments suggested by the Board will be implemented for final versions to be presented to the Board for approval in April.

Well-being charter

Through the Well-being charter, Adnodd intends to demonstrate commitment to supporting and enhancing the well‑being of all staff and Board members and will be supported by a wellness action plan.

The charter seeks to:

• Outline the roles and responsibilities of Adnodd officers in relation to well-being.

• Describe the measures currently in place to support Well-being within Adnodd.

• Set out Adnodd’s approach to Well-being using the 5 ways to Well-being.
• Provide information on the staff benefits initiative.

Once approved by the Board the charter will be published on Adnodd’s corporate webpage in line with the requirements of the SAM.

GD noted that the charter should reflect a clearer distinction between staff and Board members.

Action: Ensure clear distinction between staff and Board members in the Well-being charter.

MG welcomed the charter and suggested that it is strengthened by reflecting the seven wellness goals and the five ways of working of the Well-being of Future Generations Act.

Action: Reference the seven wellness goals and the five ways of working of the Well-being of Future Generations Act in the charter.

Welsh language policy

Adnodd’s Welsh language policy has been created using a trio-writing process with support from Catrin Keller, translator at the Centre for Digital and Public Services (CDPS), to reflect Adnodd’s statutory responsibilities, strategic ambitions and organisational values in relation to the Welsh language and culture.

The Welsh language policy has been developed to:

• Embed Welsh language considerations into all internal and external activities.

• Support WG’s vision for Cymraeg 2050 by contributing meaningfully to the growth and visibility of the language.
• Create a consistent organisational approach that goes beyond compliance and models bilingual best practice.

MG welcomed the policy and suggested referencing one of the seven goals of the Future Generations Act to strengthen the policy: A Wales of Vibrant Culture & Thriving Welsh Language.

Action: Members to offer any additional comments regarding the policies by Friday 30 January.

GD noted the dates of the next Board meetings.