Minutes Board of Trustees Meeting 11 July 2025

Present:

Board Members:

• Ashok Ahir (President and Chairman)
• David Hay
• Heledd Bebb
• Jo Williams
• Andrew Prescott
• Quentin Howard
• Mohini Gupta
• Susan Davies
• Janet Wademan
• Michael Gibbon
• Andrew Evans
• John Allen
• Hannah Lindsay

Executive Team: 

• Rhodri Llwyd Morgan, Chief Executive
• Owain Roberts, Director of Collections and Digital Services
• Mererid Boswell, Director of Finance and Corporate Services
• Rhian Gibson, Director of Communications, Engagement and Partnerships

Also present:

• Annwen Isaac, Human Resources Manager
• Llinos Williams, Executive Officer to the Chief Executive
• Nia Dafydd, Partnership Council
• Nicky Guy, Welsh Government
• Phillip Roberts, Welsh Government
• Mary Ellis, Welsh Government

Apologies

• Gronw Percy
• Andrew Cusworth

Minutes:

• Annwen Isaac

Section 1

1. General Matters

1.1 Welcome from the Chair, opening remarks and apologies

The Chair welcomed everyone to the meeting. Nicky Guy, Philip Roberts and Mary Ellis from the Welsh Government and Nia Dafydd on behalf of the Library Unions were welcomed.

1.2 Declaration of interests relevant to the agenda

There were no declarations of interests relevant to the items on the agenda

1.3 Minutes of the meeting held on 9 May 2025 and matters arising which are not on the agenda

The minutes were approved as a correct record of the matters discussed. It was noted that the English minutes should read "Audit, Risk and Compliance Committee". A discussion on Artificial Intelligence (AI) will be presented at the Board's September meeting.

Section 2 

2.1 Chief Executive's Report

 The Chief Executive presented his report noting that the first part updates the Board on some selected extracts in promoting the Library's mission, and the second part presents a selection of updates from several parts of the Library, following the headings of the new Strategic Plan.

The following areas were highlighted for the attention of the Trustees.

• Meetings were attended with the Vice-Chancellors of Aberystwyth University and the University of Wales Trinity Saint David to discuss collaboration with the Welsh Higher Education Libraries Forum (WHELF) Board. Collaboration with the higher education sector is one of the Strategic Plan’s areas of emphasis and it is also pleasing to note the collaboration with the Universities of Cambridge and Queen Mary London on the Great Bibles of King Henry VIII and Thomas Cromwell project. The exhibition opened at the Library in the company of members of the research team on 18 June. The 'Reunited' exhibition will be at the Hengwrt Gallery until the end of November. Attention was also given to a joint research project with Swansea University which reconsiders the relationships between the Welsh and indigenous people in Patagonia and assesses the negative impact on society and indigenous culture, for example, in terms of land loss and the replacement of place names. A trilingual digital exhibition accompanies the project.
• In June we welcomed the Summer Meeting of the Legal Deposit Libraries Committee. The team worked very hard on the arrangements, and it is fair to say that the heads of the British Library, the National Library of Scotland, and the Bodleian, Cambridge and Trinity College Dublin Libraries were extremely impressed with the institution and the town. This was the first visit of Rebecca Lawrence, the new Chief Executive of the British Library, and it should also be noted, Liz Jolly’s last visit in her capacity as Chief Librarian of the British Library before taking up her new role as Head of Libraries at University College Cork in July. The agenda of the business meetings covered the latest steps in the restoration and improvement of the electronic Legal Deposit Service, the plans to restore the Web Archive service, and the portal for publishers. The plans are critical to the infrastructure and availability of the contemporary collections for Wales and the rest of the United Kingdom.
• He noted that he attended the Conference of European National Librarians held this year in Edinburgh on 15-17 June. Although the Library has participated in some international networks over the years this is the first time we have attended this forum (About CENL – The Conference of European National Librarians (CENL). 'Artificial Intelligence' was the main theme of the Conference and there were various contributions about the risks and opportunities of this technology to national libraries, their collections, their staff and their users.
• It was confirmed that the Library had received a request under the Freedom of Information Act about the lost items, and subsequently stories were published by the BBC detailing the results of the research into the Library's "missing" items. Owain Roberts, Director of the Library's Collections, gave a Press interview stating that stock checking has been considerably tightened and efforts are underway to resolve the problems of misplacement within the published runs.

Thanks were given for the report.

2.2 Introduction to the Library Website

Dafydd Tudur, Head of Engagement; Rhodri ap Dyfrig, Head of Communications and Marketing, and Rhian James Lanagan, Head of Access and Digital Content from the Communications and Engagement Directorate joined to give a presentation on the Library's Website. The purpose of the presentation was for the Trustees to gain a better understanding of the Website, and to share the journey of developing the Website over the coming months. The presentation was shared with the Trustees following the meeting.

Thanks were given for the presentation.

Section 3

Strategic Issues 3.1 The Building’s Conservation Management Plan (Donald Insall Associates)

The document was shared with the Trustees after commissioning Donald Insall Associates to update the Building's Conservation Management Plan, the original report was prepared in 2019 but was not formally adopted, so significant updating has taken place. The report establishes an agreed understanding of the significance of the National Library of Wales building's heritage and its location, providing an explanation of how different areas and elements make a greater or lesser contribution to this significance, with different levels of sensitivity, and offering different levels of opportunity for change or improvement. This is a set of principles on how to manage the building, noting that parts of the building are more important than others. The report also refers to the gardens and the road towards the Library. It is a 5-year plan, and we will review it at the end of the period.

The Plan and principles were approved.

3.2 Action Plan and main targets 2025-2026

The Action Plan for 2025-2026 has been shared which reflects key activities per directorate that are aligned with the Library's strategic objectives. All priority areas are supported by milestones to measure achievement and impact. Performance against the operational plan will be monitored quarterly by the Executive Team as well as the Welsh Government at the quarterly monitoring meeting.

The results against the plan will be reported to the Performance, Quality and Governance Committee on a regular basis and annual results will be reported to the Board. Several of the Trustees indicated that they would like to see a plan with a full set of measurable targets. Janet Wademan stated that the Performance, Quality and Governance Committee had approved the scheme, but it will develop over time.

The Operational Plan was approved, and it was agreed to prepare a full set of measurable targets for the next meeting.

3.3 Welsh Language Standards Annual Report 2024-2025

The report was presented, following the structure of the standards that have been set for the Library in terms of compliance. It was noted that the priorities for 2025-26 will be:

• To promote opportunities to use Welsh
• Language training for staff
• To encourage bilingual acquisition
• To ensure that Welsh language impact assessments are carried out
• To respond to the issues highlighted by the Welsh Language Commissioner's office.

It was noted that the report shows that staff confidence in Welsh writing skills needs to be strengthened and this will be prioritised over the next year. It was noted that the Library does not have a full-time Language Officer, but a Welsh Language Champion(s) could be considered. The report was approved.

3.4 Cybersecurity Upgrade Report

An update report on Cybersecurity within the Library was submitted. The Library was asked if the Library benchmarked cyber with other organisations.  It was noted that the Cyber Essentials+ programme is critical and that we will be engaging with CymruSoc in the coming weeks.

It was reported that the Library still sees a large botnet, mostly from Brazil, being used to aggressively scrape content from archives.library.Wales, our online archive catalogue.

It was also noted that we will be re-examining the risk register once we have joined CymruSoc.

It has been confirmed that security measures are in place to protect us from the cloud, with Windows 10 coming to the end of its lifespan, the work of rolling out new PCs to staff will be a priority, which will run on Windows 11.

3.5 UNESCO City of Literature Application Partnership – Memorandum of Understanding

The Library is a key member of the Partnership which has developed the bid to gain UNESCO City of Literature status. Since submitting the application to UNESCO in January 2025, the Partnership leading the application is asking members to approve a Memorandum of Understanding. Committing to the Memorandum is seen as a necessary step. There is no impact on the Library's budget this year and any relevant activities will be supported from existing budgets in 2025-26. The application team and members of the Partnership are exploring sources of funding should the application be successful. The outcome of the application process is expected before the end of October 2025.

A commitment to the Memorandum of Understanding was approved.

3.6 Calendar of 2026 Board Meetings

The Calendar for 2026 was approved with one change, noting that the March 2026 Board of Trustees meeting will be a 2-day meeting, 5/6 March 2026 and the meeting will be held in South Wales. It was agreed to circulate the Calendar with the revised dates. 

Section 4 – Corporate Affairs 

4.1 Financial Reports

4.1.1. Management Accounts May 2025

The Management Accounts up to the end of May 2025 were submitted by Mererid Boswell. She noted that the performance was better than expected as salaries were below target, but that the Porters' overtime was higher due to the Bank Holiday but the situation will change from month to month. So far in the reporting year there has been little capital expenditure. Expenditure on the Purchasing Grant has been very heavy during the first quarter.

The accounts were approved.

4.1.2 Final draft accounts 2024-25 including the Annual Report

The 2024-25 accounts were presented by Mererid Boswell. The presentation was shared with the Trustees following the meeting.

The final draft Accounts 2024-25 including the Annual Report were submitted to the Trustees before the commencement of the audit by Audit Wales in the Autumn. Any changes should be brought to the attention of Mererid Boswell as soon as possible.

4.1.3 Pension Scheme Update

A verbal report was given by Mererid Boswell. She noted that the scheme's investments had not performed well at all due to the performance of the market and that the actuarial valuation at the end of March 2025 showed a deficit of £5.7m. The decision is a highly controversial one, but, unfortunately due to the poor performance and deficit, a consultation on changing the scheme will have to be undertaken in September. The consultation process will take place through the Social Partnership, and we will work with the Unions.

4.1.4 Audit Enquiries Letter 2024-2025

Mererid Boswell presented the Audit Enquiries Letter. The questions are provided by Audit Wales, and the Library has produced responses for 2024-25, the document also includes responses for 2023-24. The tables within the document formally require considerations and understanding on a number of areas of governance, which affect the audit of the financial statements. The responses will inform Audit Wales' understanding of the Library's business processes and support their work in providing audit judgement on the 2024-25 financial statements.

As it will not be possible to discuss the content of the Audit Enquiries Letter at the Audit, Risk and Compliance Committee, the letter was also shared with the independent members, Huw Lloyd Jones and Bruce Roberts who had submitted his comments. The Audit Enquiries Letter for 2024-25 was approved.

4.2 – Compliance and Risk

4.2.1 Corporate Risk Register

The Register was submitted by Mererid Boswell. She noted that there were not many changes as it had been updated for the Board meeting in May. She reported that Cyber was still high on the register but the themes in terms of financial sustainability, asbestos, welfare and development of the workforce and governance had decreased.

It was suggested that the register could be numbered, that the name of the strategic objective be changed to read "strategic/enabler objective" and that when the operational actions take place be indicated e.g. include dates.

The Risk Register was approved.

4.2.2 Audit, Risk and Assurance Annual Report 2024-25

The report already discussed in the Audit, Risk and Compliance Committee was shared. This was RSM's first year as the Library's internal auditors and the report confirmed that the organisation had an adequate and effective framework for risk management, governance and internal control. However, their work has identified further improvements to the risk management, governance and internal control framework to ensure that it remains adequate and effective.

The contents of the report were noted.

4.2.3 CIPFA Recommendations Review Response

The report was shared for information. The recommendations have derived from the CIPFA report on the Library's financial sustainability, the report presented today reviews those recommendations and shows what steps the Library has taken to act on the recommendations. The report is submitted to the Board for information and will be submitted to the next Financial Planning Committee for final approval.

The contents of the report were noted.

Section 5 – Reports from Committees

5.1 Finance and Resources Committee draft minutes – 10 June 2025

The minutes were shared for information.

5.2 Performance, Quality and Governance Committee draft minutes - 24 June 2025

The minutes were shared for information.

Section 6 – Any other matters 

6.1 Use of the Library’s Seal

It was recorded that the Library Seal has been used for the benefit of the Pembrokeshire, Ruthin, Merthyr, Newtown and Anglesey Clip Centres.

6.2 Next meeting – 19 September 2025

The next meeting will be face-to-face in Aberystwyth with Academi Wales: Healthy Boards training in the morning and the Board meeting in the afternoon.

6.3 Summer Activities Rhian Gibson agreed to share information about Summer activities with the Board.

End.

ACTION POINTS / MATTERS NEEDING FURTHER ATTENTION