Minutes Board of Trustees Meeting 6 December 2024

Meeting: National Library of Wales Board of Trustees Open Meeting

Date: Friday, 6 December 2024

Location: 3rd Library Building Meeting Room and on-line

Present: 

Board Members: 

• Ashok Ahir (Preseident and Chair)
• Gronw Percy
• Andrew Evans
• Janet Wademan
• David Hay
• Susan Davies
• Quentin Howard
• Andrew Cusworth
• Lee Yale-Helms
• 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
• Nia Dafydd, Partnership Council
• Nicky Guy, Welsh Government Mary Ellis, Welsh Government 

Minutes:

• Carol Edwards, Corporate Governance Manager

 Apologies:

• John Allen

Section 1: Common Matters

1.1 Welcome from the Chair and opening remarks

The Chairman welcomed everyone to the meeting, apologising for the need to change the date of the meeting. 

1.2  Statements of interests relevant to the agenda

Staff present declared an interest in the discussions on the pay terms of reference as Library employees.

1.3 Minutes of the extraordinary meeting of the Library Board on the 3 October 2024

The minutes of the 3 October 2024 special meeting were approved as an accurate record of the matters discussed. 

Section 2: 

2.1 Chief Executive’s Report

The Chief Executive presented his report, drawing attention to the following specific issues:

A Change and Renewal Programme has been put together, which has been shared with staff on the intranet. An internal taskforce of staff and union representatives has been formed to drive and oversee the programme. The CEO agreed to share the Programme with Board members.

Almost all 24 members of staff have left under the Voluntary Redundancy Scheme, and the impact of the departures can be seen on the Library's core work in a few departments.

The Idyll and Industry exhibition, which closed at the beginning of September, was a hugely successful one. Visitor figures were 25% higher than the corresponding period in 2019. This is also the busiest visitor period since 2011. 

A full day of activities was held on 19 September to celebrate the Chinese Mid-Autumn Festival, working in partnership with the Chinese Association in Wales.

The Library TV series Cyfrinachau’r Llyfrgell was launched on 12 September in a special evening at the Library. S4C has announced that it is to commission a second series, with filming currently taking place.

The No Welsh Art exhibition was launched on 15 November, a specially curated exhibition hosted by the distinguished art historian and curator, Peter Lord.

The Chief Executive and President met with Jack Sargeant MS, Minister for Culture, Skills and Social Partnership on 17 October, and met Brittany President and Deputy First Minister Huw Irranca-Davies at a reception on 12 November.

The Chief Executive attended a meeting of the legal deposit libraries. Following the cyber attack on the British Library, they have not restored the non-print legal deposit service, and are unlikely to restore it until the new year. A new system is being tested, and there will be an emergency meeting with the new Chief Executive of the British Library in January to approve the re-start of the non-print legal deposit service.

Contemporary Art Gallery - the Library has completed the digitisation of its contemporary art collection, and has employed a Community Loan Officer. A dispersed network model  will be used to engage with the partner galleries.

 

Section 3: Strategic Matters

3.1 Strategic Plan

Board members were thanked for their input into the Strategic Plan.

If the Board approves the plan, then it will be shared with staff following the meeting, with further discussion taking place with Welsh Government officials. The document will be designed, and then out to public consultation in January.

The Chief Executive noted that the priority developments in Section 8 are the Library's main projects for the next few years, which have already been approved, and he is keen to keep these commitments as they appear in the document.

A timetable for achieving the priority developments will be drafted together with action plans, main delivery indicators and budgets.

The Board was happy to approve the Strategic Plan.

3.2 Beaufort Recommendations Action Plan

Following the Beaufort company's presentation to the Board in September, Rhian Gibson presented an action plan for delivering the recommendations. It is planned to create awareness sessions and videos to promote the Library, and a request will be submitted to the Board for specific funding to carry out this work, which will be around £50k. This action plan together with the new Strategic Plan will be used to re-launch the promotion of the Library.

Slam company has created 3 films for the Library, which will be used next year, possibly at the time of the launch of the Strategic Plan.

Rhian was asked to create a simple plan for this promotion to be discussed and approved by the Board at its meeting on 10 January 2025.

3.3 Pension Scheme – appointment of Trustee

Following Anwen Jones' departure from the Board, there is a gap on the Pension Scheme Board. The 

Chair asked for any member who is interested to join the Pension Scheme Board to contact him.

3.4 Appointment of an independent member to the Audit, Risk and Assurance Committee

5 applications were received, and two individuals were interviewed. Bruce Roberts, a chartered accountant and director of Bruce Roberts & Co - an independent firm of chartered accountants based in Wrexham – was subsequently appointed. The appointment was approved by the Board.

3.5 Appointment of Trustees

Following a highly successful campaign, in which 9 applications were received, the Library has appointed 4 new Trustees to serve on the Library Board.

Dr Mohini Gupta, Michael Gibbon K.C. and Heledd Bebb will commence on 1 January 2025 for a 4-year term, and Dr Andrew Prescott will commence on 1 May 2025, when Lee Yale-Helms' term will expire. Andrew will attend the March Board meeting as an observer.

We thanked the Clerk for organising the campaign, and welcomed the appointments that will bring different experience and skills to the Board. The appointments were approved by the Board, and a press release will be released at 13.00 today.

3.6 Library Regulations

Minor changes, which have been shared with members, have been made to the Regulations. The revised Regulations were submitted to the Committee, Performance, Quality and Governance on 22 October, and the committee's recommendation is for the Board to approve the revised Regulations.

The Regulations were approved by the Board.

3.7 Corporate Governance Framework

Minor changes have been made to the Framework which have been shared with members. It was not possible to submit this to the Performance, Quality and Governance Committee in advance.

The Framework was approved by the Board.

3.8 Health, Safety and Wellbeing Annual Report

This report was submitted to the Performance, Quality and Governance Committee on 22 October, with the recommendation for board approval.  The report was approved by the Board.

3.9 Equality, Diversity and Inclusion Annual Report

This report was submitted to the Performance, Quality and Governance Committee on 22 October, with the recommendation for board approval. Annwen Isaac has been asked to circulate a link to the website for members which includes the 2024 statistics. The report was approved by the Board.

3.10 Pay Remit 2024-25

Mererid Boswell introduced the pay remit, noting that because the budget will not be published until next week, it has not been possible to include clarity on how the award will be funded. Mererid noted that the award would have to be paid out of the Library's private funds for now.

A breakdown of staff per pay band was requested and to be presented to the Board at its meeting on 10 January 2025.

The pay remit proposal was approved by the Board.

Section 4: Corporate Matters 

4.1 Financial Reports

4.1.1 Annual Accounts 2023/24

As part of the audit of the Annual Accounts, a request was received from Audit Wales on 23 October for a professional valuation of the building. Cooke and Arkwright were paid £7,000 to carry out the valuation and the final valuation was accepted on 21 November.  Concern were raised that this had arisen very late in the audit process, and Mererid was asked to explore alternatives audit options with Welsh Government.

There will be a special meeting of the Audit, Risk and Assurance Committee on 19 December to scrutinise the final accounts before they are presented to the Board at its meeting on 10 January 2025.

4.1.2 Management Accounts October 2024

Management accounts for October 2025 were presented by Mererid Boswell. Although the budget shows £233k of loss, the overall year end outturn is in line with the budget.

The management accounts were approved by the Board.

4.1.3 Private Fund Commitments

A verbal update was provided by Mererid Boswell, who noted that the Library's investments were performing well. A presentation was given by Investec – the Library's investment company on 5 November, and the Library is pleased with how they are handling the Library's portfolio, and their fees.

The Chief Executive provided an update on the pension scheme situation. A number of meetings have been held with the Partnership Council, Willis Towers Watson and Pension Scheme Board solicitors to draft a consultation document. To ensure the document is clear and accurate, it will not be presented to staff until the new year.

4.1.4 Hafod Tender

Tenders for the Atrium (Hafod) project were received on 25 November 2024. Due to delays in obtaining planning permission, 16 months had passed since the original design and final tender documents, and, as a result of inflation, prices were significantly higher than expected.

Going ahead with the project would commit capital GIA entirely for the next 2 years, would mean having to delay decarbonisation for 3 years, and postpone all other capital works until 2027-28.

Quentin Howard, chair of the Buildings Panel, and Andrew Evans, chair of the Storage Space Group recommended that the project not be moved forward as it was not cost effective. Based on this, the Board decided not to proceed with the project, but to ask the Storage Space Group and the Buildings Panel to initiate the identification of alternative options for storage space away from the Library grounds. It was also asked for a document laying out lessons learned from this project.

4.2 Compliance and Risk

4.2.1 Corporate Risk Register

2 risk scores have risen:

Failure to protect collections of national and international importance - following a decision not to continue with the Atrium (Hafod) project, the risk of lack of storage space increases, and urgent action is needed.

Failure to achieve a high level of governance – short-term risk to governance due to key governance staff leaving through voluntary redundancy, and the need to adapt to a new structure.

RSM is undertaking a risk audit, and a questionnaire will be distributed next week to Board members to get their views on how the Library manages risk.

The Board welcomed the format of an Excel spreadsheet for presenting the Library's corporate risks, but asked if it would be possible to include arrows as well for clarity.

Section 5: Reports from Committees 

5.1 Draft Audit, Risk and Assurance Records 8.10.24

The chair, Janet Wademan, reminded members of the special committee meeting to be held on December 19 to scrutinise the Annual Accounts.  There were no questions or comments on the minutes from members.

5.2 Draft Performance, Quality and Governance Minutes 22.10.24

The minutes were submitted by the chairman, Ashok Ahir. There were no questions or comments on the minutes from members.

5.3 Draft Finance and Resources Minutes 5.11.24

The minutes were presented by the chairman, Gronw Percy. There were no questions or comments on the minutes from members.

Section 6: Any other matters

6.1 Use of the Library Seal

It was reported that the Library seal has been used on 2 documents, and this is being reported to the Board in accordance with the Regulations.

Farewell

To finish, a gift on behalf of the Board was presented to the Clerk, who was attending her final meeting of the Board of Trustees and finishing today. She was thanked by the Chairman and wished her well for the future.

 

Points to be actioned/issues needing further attention