Minutes Board of Trustees Meeting 28 November 2025

Present:

Board Members:

• Ashok Ahir (President and Chair)
• David Hay
• Heledd Bebb
• Jo Williams
• Andrew Prescott
• Quentin Howard
• Mohini Gupta
• Susan Davies
• Janet Wademan
• Michael Gibbon
• Gronw Percy
• Hannah Lindsay 
  
  Executive Team:
   
• Rhodri Llwyd Morgan, Chief Executive
• Mererid Boswell, Director of Corporate Services
• Owain Roberts, Director of Collections
• Rhian Gibson, Director of Communications and Engagement 

Also present: 

• Annwen Isaac, Human Resources Manager
• Sion England, Partnership council Phillip Roberts,
• Welsh Government Dafydd Tudur, Head of Engagement
• Rhodri ap Dyfrig, Head of Communications
• Llinos Williams, Executive Officer to the CEO
• Mari Stevens, Cwmni Anian 

Apologies:

• Andrew Evans
• Andrew Cusworth
• John Allen

Minutes:

• Annwen Isaac

Section 1 

1. General Matters 

1.1 Welcome from the Chair, opening remarks and apologies

The Chairman welcomed everyone to the meeting. The Library was congratulated on holding a very successful event at the Millennium Center the previous evening to celebrate the life and work of the late Geraint Jarman.

Phillip Roberts from Welsh Government, Mari Stevens, Cwmni Anian and Sion England on behalf of the Library’s Union were welcomed. 

1.2 Declaration of interests relevant to the agenda 

Declaration of interest in point 3.2 was declared by Rhodri Llwyd Morgan as a former member of staff at Aberystwyth University and Mererid Boswell as her spouse is a current member of staff at the University.

Declaration of interest was declared by all the staff present to point 3.4 which is an upgrade on the Pension Consultation. 

1.3 Minutes of the meeting held on 19th September 2025 and matters arising which are not on the agenda 

The minutes were approved as a correct record of the matters discussed, with one small change to point 2.1 in the English minutes. 

Section 2 

2.1 Chief Executive’s Report The Chief Executive presented his report noting the following points: 

• That the Heads of British and Irish Cultural Institutions met at the National Library of Ireland last week to look at a Program of Cooperation between the countries and work together on preparing a series of applications for the Summit/TSOC Senior Conference in March 2026. The work of discussing and agreeing on the National Libraries' proposals is currently ongoing, the proposals must be submitted by 8th January 2026.
• That Rhodri Llwyd-Morgan and Ashok Ahir appeared before the Culture Committee of the Senedd on 8th October 2025.
• A six-monthly meeting was held with the Minister on 20th October 2025.
• The Library can offer a Legal Deposit service online which includes material until October 2023. It has been over two years since the cyber-attack on the British Library and we will work together with them and the MPS to restore the gap aiming to have the complete service operational by Summer 2026.
• A number of successful events have been held in terms of exhibitions which have attracted attention and proved popular: 
   - Welsh Women's Archive Exhibition 
   - Portrait and Power Display
   - Bibles
   - Tryweryn
   
• The Political Archive Lecture was held on 7th November with Professor Richard Wyn Jones lecturing: “Why was Plaid Cymru Established?”
• The Library has gained Investment in Volunteering accreditation
• In terms of the technical infrastructure, CloudFlare is now active which protects websites and systems, the CymruSoc Service is important in terms of security downtime.
• The online reader registration system was upgraded
• By now Aberystwyth has gained UNESCO City of Literature status and the Library is playing a leading role in the arrangements.
   

There was a failure of the CloudFlare system recently but the Library managed to get messages immediately on its social media drawing attention to this. 

Rhodri was thanked for his comprehensive report. It was noted that the report should be shared widely. Rhian Gibson reported that the majority of the content had already been shared on different platforms and that much of the content appeared in the Library's Newsletter. 

Section 3 – Strategic Matters 

3.1. Engagement Strategy “Your Library” 

Rhian Gibson presented the Engagement Strategy which had already been shared with the Trustees. The intention of the Strategy is to lead the work to strengthen the Library's connection with all our audiences as visitors, users and participants. The objectives and plans of this Strategy will make the Library relevant and part of the lives of people and communities all over Wales and beyond. 

There was a wide discussion on the Strategy with points in terms of funding, performance indicators, staffing capacity, digital access, partnerships, audiences and work plans being discussed.

Rhian Gibson reported that the strategy must be ambitious in order for it to succeed. The next main steps will be to present the Strategy more widely to the Library staff, the team is already working on the performance indicators and priorities for each year. She agreed to re-visit the Major Projects department and present a high-level timetable for the priorities. 

The Strategy was approved in principle, requesting a revised version with some changes to the January 2026 meeting of the Board for final approval. 

3.2 Second site Update – Summary of the Strategic Outline Case (SOC)

 Mererid Boswell presented a Summary of the Strategic Outline Case (SOC). She noted that the SOC uses the five-case model to identify options for consideration. Six possible solutions have been presented with the recommendation to accept Option 6 to deal with the problem of lack of space in the Library. Acceptance of Option 6 today will enable the Library to proceed with the Outline Business Case for you to consider at the January 2026 meeting and to be followed by the Full Business Case at the May 2026 meeting. 

The Tender to appoint a Multidisciplinary team will close on 8th December, and there has been a lot of interest in undertaking the work. In terms of Governance, it will be necessary to look at the current committees, changing the Storage Panel to a Programme/Project Board. 

Some points were highlighted in terms of strengthening the SOC: 
 

• that figures should be included in terms of the existing physical material (why publishers are still producing books and have not moved to a digital legal deposit model)
• what is predicted for the future in terms of physical versus digital legal deposit
• what we have a legal responsibility to take in terms of collections
• how would this proposal improve the Library's digital infrastructure
• at the start of the SOC more information should be provided to the readers including facts and figures (how many people use our services)
• concerns that we may have underestimated the additional costs in the transition period
• Welsh 2025 should be included in Section 3.2.2. as one of the Strategic Alignments.

The importance of having enough resources and being able to run the project was noted that Governance is important, and that it would be good to see the exit strategy as part of the risk assessment. There will be an opportunity to discuss the resources and the commercial narrative further at the Storage Sub-Committee meeting on 12 December 2025.

It was also noted that there is a need to know more about:

• the political context and whether this affected the timetable. Do we need more specialist political advice?
• the wider masterplan (i.e. a long-term programme) and when we could start working on the commercial elements of developing the site. Information should also be provided on the mitigation and exit strategy.
• about the messages the Trustees would give to other members of the public?

Dr Flanagan will hold a workshop with some of the staff on 2 December to look at how to strengthen the Outline Business Case. 

Aberystwyth University is keen for the purchase to be completed by July 2026. The aim is to get the Minister's seal of approval for this in March 2026. The Strategic Outline Case (SOC) was approved. 

3.3 UNESCO – City of Literature

Aberystwyth was awarded Wales’s first UNESCO City of Literature on 31 October 2025. There was a short presentation by Rhodri ap Dyfrig, Head of Communications explaining who the Core Partners are and the priorities from now until the end of the year. A Project Board will be formed under the Chair of Mererid Hopwood. Grant applications are currently being prepared to apply for funding from the Welsh Government for the remainder of the current financial year and for 2026-27. 

A series of meetings will be organised in January 2026 to invite different stakeholders to network and to share information about the plans. There will be events in Aberystwyth, Cardigan and Tregaron/Lampeter. Some of the Trustees expressed that they would like to be part of the networking and attend the events.

Rhodri Llwyd Morgan noted that the Library Board had signed a Memorandum of Understanding during the Summer and that the establishment of the partnership and the governance paths are currently taking place. He will ensure that a governance document is prepared which will explain the role of the Library as a partner. A copy will be shared with the Board in due course. 

3.4 Update on the Pension Consultation 

As a member of staff Mererid Boswell declared an interest in this matter when presenting the paper. 

A document was shared for information which gave the Board an update of the activity that has taken place and what is yet to come in terms of the pension consultation. The Library will meet with the Trade Unions on 8th December and the Pension Board will meet on 10th December. 

For clarity it was noted that the proposal can be improved during the consultation, but if the proposal was worse than the current proposal, the consultation would have to be started again. The pension fund currently has a deficit of £5.1M, it is predicted that it will take 12 years to cover the deficit. 

The Library will give all consideration to the comments received from the staff at the end of the consultation. It is a difficult time for all the staff and they are thanked for their cooperation. 

The content of the report was noted. 

3.5 Tailored Review 

A document was shared which gave an update on the implementation of the recommendations of the Tailored Review. Phil Roberts and the team at Welsh Government were thanked for checking the report which has now been finally completed. 

Following a discussion it was noted that more evidence should be given to points 2, 18, 30, 32 and 33 and then the document should be presented for final approval to the Audit, Risk and Assurance Committee in February 2026. 

3.6 Equality, Diversity and Inclusion Report 2024-2025

This report was presented to the Performance, Quality and Governance Committee on 4 November with the recommendation for the Board to approve it. 

The report was approved. 

3.7 Staff Survey 2025

Following the Staff Survey an Action Plan was prepared in relation to the comments and feedback received. The content was discussed in the Performance, Quality and Governance Committee on 4 November. Some of the recommendations have already been actioned, an update on progress will be given to the Performance, Quality and Governance Committee in 6 months. 

This was shared for information only. 

3.8 Health Boards Action Points

The document had been discussed in the Performance, Quality and Governance Committee on 4 November. The Trustees were asked to consider which action points are their priority. It was agreed to discuss this further at the Board meeting on 9 January 2026.

Section 4 – Corporate Matters 

4.1.1 Management Accounts October 2025 

The Management Accounts up to the end of October 2025 were presented by Mererid Boswell. These are the main points noted:

• Income is £11K better than the target as a result of the performance of the café and shop. Some elements of collections and corporate income require further review.
• The salary increase was paid to the staff with the November salary. • The Living Wage has been published in October 2025 which is £13.45 per hour - the Library will have to implement this by May 2026.
• A deficit of £180K is predicted at the end of the financial year (March 2026).
• There are a number of major projects on the horizon namely Kyffin, Digital and Public Locations.
• A number of tenders are also on the horizon and these projects will need to be carried out by the end of March 2026.
• It was noted that rights income has decreased significantly, open access will affect this, it was agreed that this needs to be reviewed but we must also remember that fewer books are published.
• It was noted that we have not yet moved to fill the vacant position of Head of Fundraising - this will be considered in the new year.
• Appendix 1 – the difference in the annual budget and the likely outturn is driven by the staffing costs due to vacancies, staff on secondments and staff who have left, unfortunately this could not be predicted at the start of the financial year.
• Appendix 9 - is a new appendix which summarises the number of full-time equivalent staff (fte).
• The accounts were approved. 

4.1.2 Audit Wales – ISA 260 Report 2024-25 

This annual report was presented by Audit Wales on the accounts, including the auditor's report, a letter of representation and any recommendations for changes to the Library's financial systems. Audit Wales has confirmed an unqualified audit opinion on the 2024-25 accounts. The document has already been discussed in the Audit, Risk and Compliance Committee. It was noted that one word needed to be changed on page 103 of the English report. 

The report was approved. 

4.1.3 Final Annual Accounts 2024-2025 

It was reported that the annual accounts were completed after receiving some comments, and therefore the financial statements for 2024-25 are presented to the Board for final approval. Once these are signed, the Auditor General for Wales will sign on the 1st of December 2025. Copies will be submitted to the Senedd and the Charity Commission completing the process for 2024-25.

The Final Annual Accounts for 2024-2025 were approved. 

4.1.4 Use of Private Funds

There has been a significant increase in the value of investments over the past few months, and the situation is constantly changing. There was a discussion in the Finance and Resources Committee on plans to use the private funds in the future. The expenditure of private funds is approved by the Board, and it would be worth having an idea of what could be used on future projects. 

Gronw Percy and Mererid Boswell will discuss the Investment Policy before presenting it to the March meeting of the Board of Trustees. 

The information was noted. 

4.2 Compliance and Risk 

4.2.1 Risk Register 

The Register was presented by Mererid Boswell. She noted that risk number 2 has increased and that upgrading the Fedora digital repository is now a high priority. An upgrade on Fedora was requested for the 9 January 2026 meeting of the Board.

A Risk Management session will be held with RSM for the Trustees and members of the Executive Team on 9th December 2025.The Risk Register was approved. 

4.2.2 Decarbonisation Contract Award 

Following an open competitive tendering process and following a detailed evaluation it was confirmed that the tender submitted by Aber Heating Engineers was competitive and in line with the expected cost parameters for the scope of the project. It was recommended that the Library accept the tender. As the cost is above £1M and in accordance with the procurement guidelines of the Financial Regulations 2024 this requires the approval of the Board, especially as only one tender was received. The Board approved the contract for Aber Heating Engineers. 

5. Reports from Committees 

5.1. Draft Minutes Finance and Resources 30 September 2025 

The minutes were shared for information. It was noted that wording needed to be changed in some places. 

5.2. Draft Minutes Performance, Quality and Governance 4 November 2025 The minutes were shared for information. 

5.3 Draft Minutes Audit, Risk and Compliance 7 November 2025 

The minutes were shared for information. 

6. Any other matters

6.1 Extending Trustees’ terms 

Advice has been provided to the Minister for Culture, Skills and Social Partnership in relation to the appointment for a second term of the President and Vice President. An application has also been received from Hannah Lindsay for a second term as Trustee - the Board was happy to approve this. 

6.2 Risk Management Training

As noted above Risk Management training will be held online for the Trustees and the Executive Team on 9th December 2025. 

6.3 Equality, Diversity and Inclusion Training 

The Human Resources Unit will share details of an online course with the Trustees before Christmas. 

6.4 Next meeting

Friday, 9 January 2026. This will be an on-line meeting only. 

End.