Skip to main content

Meeting: Board of Trustees of the National Library of Wales
Open Meeting
Date: Friday, 26 July 2024
Location: Council Chamber and online

Present:

Board Members:

  • Ashok Ahir (President and Chairman)        
  • Andrew Evans (Vice President)             
  • Gronw Percy (Treasurer)                    
  • Janet Wademan                      
  • Anwen Jones
  • David Hay        
  • Susan Davies    
  • Quentin Howard
  • Andrew Cusworth        
  • John Allen
  • Hannah Lindsay

Executive Team:

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

Also present:

  • Annwen Isaac, Human Resources Manager
  • Mary Ellis, Welsh Government
  • Jeff Smith, Partnership Council

Minutes:

  • Carol Edwards (Corporate Governance Manager)

Apologies:

  • Elaine Treharne
  • Lee Yale-Helms

1. General Matters

1.1 Welcome from the Chair and opening remarks

The Chair welcomed everyone to the meeting, thanking the members for their input and contributions to the meeting to discuss the new strategy the previous day.

PRESENTATION: Cyber Security: Owain Roberts, Director of Collections and Digital Services

Cyber security is one of the highest risks on the corporate risk register.

Staff have received cyber awareness training through 12 online modules, and specialist staff have received more thorough training. "Phishing" exercises and penetration exercises are carried out regularly and the Library shares information and collaborates with other organizations as needed on cyber security.

A review of ICT systems is being carried out, which is the first step towards investment in the infrastructure for the future.

The Clerk was asked to send the British Library's report on reviewing the cyber incident to the
members.

The Chair thanked Owain Roberts for the presentation.

1.2 Declaration of interests relevant to the agenda

The staff present declared an interest in the discussions on the Library's pension scheme, as active members of that scheme.

1.3 Minutes of open meeting 10 May 2024 and discussion of issues arising

The minutes were approved as an accurate record of the matters discussed. The Chair reminded the members of the need to complete the Cyber Security Toolkit for Boards training provided by the NCSC, and that this was very timely following Owain Roberts' presentation.

1.4 Board and the Committees – discussion paper

This item was taken first on the agenda, as there had been insufficient time to discuss it at Thursday's meeting.

A paper was presented by the Clerk as a starting point for discussion on the frequency of meetings of the Board and the standing committees.

Following a wide ranging discussion, members agreed that it was not currently the right time to cut down on the number of Board and committee meetings, but they agreed to;

  • consider an alternative pattern of Board meetings, e.g 2 out of 6 meetings to be more informal,
  • holding committee meetings at the end of the Board meeting.

The Chair will have a further discussion with the chairs of the standing committees and the Chief
Executive to discuss the next steps, and present options to the November meeting.

It was agreed that the Board meeting on 6 September would be virtual only, between 11.00 - 13.00.

Section 2

2.1 Chief Executive's report

The Chief Executive referred to two specific incidents, namely;

  1. Appointment of Jane Hutt MP as Cabinet Secretary for Culture and Social Justice following the resignation of Lesley Griffiths MP; the re-call of the Senedd on 6 August following the appointment of Eluned Morgan MP as leader of the Labor Party in Wales; if she is appointed First Minister of Wales at that time, this may lead to further reorganization within the Cabinet;
  2. Announcement of £1.9m funding to repair the roofs on Book Stack 1 and 2 following urgent talks with the Cabinet Secretary and Welsh Government officials; the work will start soon, and be completed within the current financial year. The Chief Executive thanked Mererid Boswell and Mark Stephens for their diligent work in facilitating this.

Section 3 Strategic Matters

3.1 CIPFA reviews – lessons learned

An update was presented for information by Mererid Boswell, to show what steps have been taken by the Library to implement the recommendations arising from the CIPFA reviews.

Reference was made to the recommendation that the Welsh Government should amend the Framework Document to properly reflect the balance in the Library's accountability and responsibilities, particularly in relation to the Trustees' stewardship of assets and liabilities including private income, investments and reserves. As the current Framework Document is out of date, and it applies to several bodies, it is the intention of the Welsh Government to create a Partnership Document in its place, and discussions are currently taking place regarding this.

The Treasurer thanked Mererid Boswell for preparing the paper, which will be a plan to improve financial management and will be updated when recommendations have been completed/implemented.

3.2 Private Funds – discussion paper

This paper was previously presented to the Finance and Resources Committee, and it contains 3 recommendations;

  1. Authorize the proposal in note 5 (proposal for the coming years) as a basis for planning the Library's Medium Term and Long Term Strategy
  2. Authorize the suggested wording for the Charity's Reserves Policy in the Annual Financial Statements for 2023/2024
  3. Authorize the Treasurer and the Director of Finance and Corporate Services to approve any draw down from the private funds to meet cash flow needs in the short term which is worth up to £1m, and that any draw down which is more than £1m requires Board approval.

The Board agreed to approve the first two recommendations as they stand, and to approve recommendation 3 subject to modifying the wording to make it clear that this is a short-term temporary loan, and to define short-term as up to six months.

The Library's investment company has changed its name from Investec to Rathbone's, and the Board was asked to formally state that it is happy with the change.

The money from the sale of a house in London (£1.2m) will be transferred to the private funds before the end of July.

3.3 Strategic Plan 2025 – 2030

Following a constructive discussion the previous day on developing the strategic plan, the work to develop it further will continue.

Further engagement work will take place before drawing up a draft document to be presented to the Board in November.

3.3 Pension Scheme

There was a meeting with local union representatives on 12 July and with the national representatives on 25 July to discuss the future of the Library's pension scheme. The Chief Executive noted that the trade unions had told him that they would be unhappy with moving to a defined contribution scheme.

The current scheme has a shortfall of £6.6m pending an FRS102 evaluation to see if the situation has improved. Following a discussion in the Financial Planning Committee, Willis Towers Watson were commissioned to carry out a review of two possible changes to the pension scheme to reduce the employer's long-term contributions.

The paper presented to the members together with an outline business plan from WTW on the case for changing the pension scheme has also been shared with members of the Pension Scheme Board. The options outlined to WTW were;

Option 1 – change the benefits of the current scheme, through;

  • Contributions from staff; at present, only those staff who wish to retire at 60 contribute towards the employee's contributions
  • Change of pension age; at present, unless staff contribute towards retiring at 60, 65 is the retirement age. Other organizations have changed this to match the country's retirement age
  • CARE – a model where the pension is based on average employment, not final salary
  • Changing the accrual scale; the Library currently offers a generous scale of 80 while other bodies have moved to 100
  • Closing the scheme to new staff; likely to be unpopular with staff, and there will be a point in the future where there will not be enough contributions to cover costs

Option 2 - close the defined benefit pension scheme and start a defined contribution pension scheme. Under this scheme, the Library would continue to contribute to the Pension Scheme's historical debt up to the termination date, and the scheme would have to continue to be administered.

Civil Service Pension Scheme - this scheme has no fund, but rather current pensions are paid from current contributions. As the cost of the employer's contributions to this scheme is very high, it is not an affordable or practical option for the Library to consider.

It was agreed as a way forward to;

  • Approve the timetable for action as set out in Mererid Boswell's paper
  • Mererid Boswell to prepare a paper on (i) consultation on amending the current defined benefit scheme, and (ii) including the option of a defined contribution scheme
  • Explain clearly to staff that the civil service plan is not a viable option for the Library
  • Invite WTW to the Board meeting on 6 September to explain how to run a consultation with 2 options

3.5 Tailored Review – update

An update was presented by the Clerk to the implementation plan for the recommendations of the Tailored Review, as the members had not received an update since November 2022. The Board was happy with the progress.

3.4 Equality Strategic Plan 2024 - 2028

The plan was presented by the Chief Executive; the Board was happy to approve it subject to the inclusion of references to the Future Generations and Economic Duty Act. Hannah Lindsay and Annwen Isaac will meet to discuss this.

Section 4 Corporate Affairs

4.1 Financial Reports

4.1.1 Management Accounts June 2024

At the end of the quarter 30 June 2024, the budget deficit was £100k. Work is underway to better calculate project costs to ensure project related salaries are calculated in the restricted funds rather than the unrestricted funds. There is also a need for more control over the staffing budget, especially the extending of current fixed term contracts and/or searching for further unrestricted grants.

Pendinas and the Shop have performed well, and displaying the Canaletto has certainly made a difference to visitor numbers.

The Board noted the accounts for the quarter and the year-end outturn.

4.1.2 Bore hole agreement

The Head of Estates issued an invitation to tender for  ground source boreholes  on 3 May 2024 to 10 contractors who have been approved as contractors for this type of work.

By the closing date, only 1 tender had been submitted. The tender was evaluated and it complied as a cost effective tender. Although only one price was accepted, as the application was compliant, it was recommended that the tender be accepted by the winning company for the price stated.

The other 9 companies indicated that the work was beyond their main work area, or that they were too busy.

4.1. 3 Annual Accounts 2023/2024 - Draft

Mererid Boswell presented a draft of the annual financial accounts for information to the attention of the Trustees which includes FRS102 pension adjustments. The final accounts will be presented to the Board in November 2024.

4.2 Compliance and Risk

4.2.1 Financial Regulations 2024

These were presented to the Audit, Risk and Assurance Committee, and following comments made, they are presented to the Board for approval.

Although the Audit, Risk and Assurance Committee did not feel at the time that they could recommend the Board to approve them, due to the need to communicate the regulations and work processes to staff as soon as possible, it was agreed, with the Treasurer's seal of approval , to approve the amended Regulations in order to be able to start using them and review them again in 12 months.

4.2.2 Corporate Risk Register

The register was presented to the Board for information by Mererid Boswell.

One new risk was included, which is an extreme risk - the employer's pension contributions
unaffordable for the Library.

The following two risks were also highlighted;

  • Insufficient and inappropriate storage space for the collections; consideration needs to be given to this and to long term use of the building.
  • Equality Strategic Plan; there is a risk of not being able to carry out the actions in the plan.

Section 5: Welsh Government Affairs

Catrin Hughes, Welsh Government gave a presentation on the consultation on the draft priorities for culture in Wales 2024 - 2030.
The background to the developement of the Culture Strategy was provided, and the priorities for culture in Wales were outlined.

The document can be viewed on the Welsh Government website, and any responses to the consultation should be submitted by 4 September 2024.

Section 6: Reports from Committees

6.1 Performance, Quality and Governance draft minutes 21.05.24

Members had no questions or comments on the minutes. The committee meeting which was to be held on 16.07.24 was postponed, to enable the Executive Team to focus on preparing for the Board meeting.

6.2 Buildings Panel draft minutes 30.05.24

The chair of the Panel, Quentin Howard, noted that a Storage Sub Group had been created, specifically to discuss space problems in the Library, and suggested that this group become part of the Buildings Panel, to improve effectiveness in terms of organizing meetings. Andrew Evans, chair of the Storage Sub Group, agreed to this suggestion.

Discussions are also underway with the Welsh Government regarding storage space.

6.3 Finance and Resources Draft Minutes 11.06.24

Members had no questions or comments on the minutes.

6.4 Audit, Risk and Assurance 02.07.24 - verbal summary

The chair, Janet Wademan, gave a summary of the main issues discussed by the committee.

  • A progress report on the implementation of the recommendations of the ISA260
  • Draft Financial Regulations
  • Timetable for auditing the Annual Accounts and lessons learned from the previous audit
  • Cyber Security Audit
  • Head of Internal Audit Annual Opinion (Welsh Government audit service)
  • Internal audit plan 2024/2025 (RSM)
  • Corporate risk register
  • Information security, and lessons learned from the cyber incident at the British Library
  • Anti Fraud Policy
  • Modern slavery statement
  • National Audit Office effectiveness review

Section 7: Any other matter

7.1 Campaign to appoint Trustees

Gwenllian Lansdown Davies and Lydia Rumsey have now left the Board, and Elaine Treharne has also submitted her resignation this week.

Two of the gaps are Library appointments and one is a Welsh Government appointment. It is hoped to run a joint campaign with the Welsh Government, and the President and Clerk will follow this up with Welsh Government officials.

The Library will also run a campaign to appoint an independent member to the Audit, Risk and Assurance Committee, following the end of Rhian Evans' term, who has now joined the Finance and Resources Committee as a co-opted member.

Lydia's resignation has left a gap for a Trustee to join the Audit, Risk and Assurance Committee, and members approved the appointment of Andrew Cusworth as a member of the committee in place of Lydia.

The Clerk was asked to place the Trustee appointment campaign on the agenda of the Board meeting in September.

The Chair thanked everyone for their presence and contributions over the two days.

**END**


MATTERS TO BE ACTIONED / ISSUES NEEDING FURTHER ATTENTION

Action

Responsibility

By

Status

Circulate the British Library's report on review of the cyber incident to members

Clerk

Following the meeting

Circulated 05.08.24

Discuss the next steps in the review of Board and Committee meetings - President, Chief Executive and committee chairs

President, committee chairs and the Chief Executive

Meeting 29.11.24

Report back to meeting 29.11.24

Present a draft of the new strategy to the Board

Chief Executive

Meeting 29.11.24

 

Prepare an options paper on consultation regarding the Pension Scheme

Mererid Boswell

Meeting 06.09.24

 

Invite WTW to the Board meeting to discuss the consultation

Mererid Boswell

Meeting 06.09.24

WTW attending 06.09.24

Discuss elements of the Equality Strategic Plan

Hannah Lindsay and Annwen Isaac

Following the meeting

A discussion has taken place

Discuss the campaign to appoint Trustees with the Welsh Government

President/Clerk

Following the meeting

Report back to meeting 06.09.24

Campaign to appoint an independent member to the Audit, Risk and Assurance Committee

Clerk/chairman of the committee

November

Campaign underway