Minutes Board of Trustees Meeting 6 September 2024

Meeting: Board of Trustees of the National Library of Wales
Open Meeting
Date: Friday, 6 September 2024
Location: Online

Present:

Board Members:

• Ashok Ahir (President and Chair)
• Gronw Percy
• Andrew Evans
• Janet Wademan
• Anwen Jones
• David Hay
• Susan Davies
• Quentin Howard
• Andrew Cusworth
• 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

Other staff:

• Annwen Isaac, Human Resources Manager
• Sara Weale, Partnership Council
• Phil Roberts, Welsh Government
• Nicky Guy, Welsh Government (from 12.15)
• Mary Ellis, Welsh Government (for Beaufort's presentation)

Minutes:

• Carol Edwards (Corporate Governance Manager)

Apologies:

• Lee Yale-Helms
• Rhian Gibson

Welcome from the Chair and opening remarks

The Chair welcomed everyone to the meeting. Apologies had been tendered by Lee Yale-Helms and Rhian Gibson.

The Chair welcomed Nicky Guy, who had now returned from maternity leave to her post as Deputy Director in the Sponsorship Department.

Declarations of interests relevant to the agenda

The staff present declared an interest in the discussions on the pension scheme as active members of that scheme. Ashok Ahir, Andrew Evans and Anwen Jones also declared an interest in those discussions as Trustees of the Pension Scheme.

1. Minutes of the meetings of 25 and 26 July 2024

The minutes of the meetings of 25 and 26 July were approved as a correct record of the matters discussed. In response to a comment from one Trustee that the time allocated at the meeting on 25 July to discuss the strategy was too short, it was noted that a special meeting had been arranged on 3 October which will focus entirely on discussing the proposed strategy.

2. Presentation  – pension plan options

For members' information, Mererid Boswell noted that the Welsh Government had provided additional funding to the Library last week, and some of this would be used to reduce the historic shortfall in the pension scheme, but this would not address the problem of future accruals.

The Chair welcomed John Cockerton from Willis Towers Watson (WTW) to the meeting to go through the options presented to the Board at the July meeting for consultation on the pension scheme.

A document has been drafted by WTW to be shared with the staff and the unions that propose changes to the pension scheme, and to ask the employees' opinion about the proposed changes.

In the paper presented to the Board in July, 3 options were proposed;

1. Reform of the defined benefit (DB) scheme
2. Defined contribution (DC) scheme
3. Reform the defined benefit (DB) scheme for existing employees, and offer a defined contribution (DC) scheme for new employees

It was noted that the current pension scheme was not financially sustainable and that affordability was an important factor in the need to reform the scheme. It was noted that the process of revising the plan needed to be done correctly, as this would be the first time the plan had been revised in the Library's history.

The Library must clearly set out the proposal for change and set out its vision.

There will need to be an open, clear and transparent consultation process to ensure that all employees understand what is being recommended. It is also important that managers listen to feedback from staff and address their questions and concerns.

John Cockerton suggested the following proposal;

The Library to provide full information about its preferred proposal, which is to amend the DB plan and to give only limited information about the second proposal to staff for information only, which is the DC plan.

The members were asked to vote by show of hands on the proposals;

• Change the current plan - unanimously in favor (10 members)
• Proposing two options, DB and DC – unanimously against (10 members)
• Explain that two options have been discussed, but that the Library wants to offer one option (amending the DB plan) with limited information about the second option (DC) - unanimously in favor (10 members)

The Chair abstained from the vote.

It was therefore agreed that the third option outlined above be presented to the Pension Scheme Board, and to obtain the Welsh Government's agreement to the proposal, before beginning a consultation with staff.

WTW will prepare a revised consultation paper setting out the options and an explanatory paper which will include the long-term impact on the Library of changing the plan. Following that, Rhodri and Mererid will provide further information on the timetable and next steps, and share the information with the members by email when it is ready.

The consultation will start in October, and the Chief Executive will inform staff of this at the staff meetings on 17 September.

3. Trustee Appointment Campaign

The Library will run a joint appointment campaign with the Welsh Government to appoint 3 Trustees - two appointed by the Library, and one appointed by the Welsh Government.

A skills audit has been sent to everyone, and should be completed as soon as possible as this will help to draw up the advert. It was proposed that a question should be added regarding web development/digital communication skills.

Following widespread advertising, 5 applications have been received for the role of independent member of the Library's Audit, Risk and Assurance Committee; interviews will take place on 7 October. At the Chair's request, the panel was asked to inform candidates that an appointment campaign for the Board of Trustees was going to take place shortly, and to encourage them to consider applying. The Library was also asked to advertise any future roles on LinkedIn.

4. Management Accounts July 2024

These were presented for members' information only. Any questions regarding them should be directed to Mererid Boswell or the Treasurer.

5. Audit, Risk and Assurance Minutes 02.07.24

These were presented for members' information only; any questions regarding them should be directed to the chair of the committee, Janet Wademan.

6. Capital Tender – Urgent work on the Roofs

The Welsh Government has provided £1.9m funding towards the completion of emergency work on the Library's roofs. Following a tender process on Sell2 Wales, three prices were received, and the contract is awarded to LEB Construction. The other two companies have been informed that they have been unsuccessful.

Discussions have been held with the Welsh Government to re-install the roof with new slates (instead of re-using the existing ones) at an additional cost of £125k; with the 10% reserve that has been allocated for the agreement, this brings total expenditure up to £1.8m. The work will need to be completed by 31 March 2025 to secure the funding from the Welsh Government, and LEB is confident that they can meet this timetable.

Joint insurance has been arranged for LEB Construction and the Library, with the proviso that no hot works are carried out on the roofs.

One member expressed some concern that the process had been completed, and that the two unsuccessful companies had been notified, before the Board had any input, and that there was therefore no room for the Trustees to ask further questions if they wished to do so. For the future, it was agreed that the Trustees should be informed of all significant matters before any decision is made.

The Board was happy to confirm the tender award to LEB Construction.

7. Audience Research – Beaufort Research

Owen Knight and Catrin Davies were welcomed to the meeting to give a presentation on audience research.

Beaufort presented a report on the audience research work that had taken place during April – July 2024.

The research focused on visitors to the Library, the wider impact of the Library amongst the public in Wales, perceptions of the Library and expanding the audience. A list of actions and recommendations was set against each heading for the Library to consider implementing.

The Chair asked Rhian Gibson and her team to prepare a document setting out the work that has already been done following receipt of the Beaufort report, and the further work that will be done to respond to the findings, and present this to the Board in November.

The Chair thanked Owen Knight and Catrin Davies for their presentation.

Any other business

The Chair thanked everyone for their attendance and contributions.

Along with other partners in the sector, the Library has received additional funding, which may mitigate any savings required before 31 March 2025. It may be possible to use some of the money to address Beaufort's work and also consider using money from the private funds if needed for those works.

**END**

POINTS TO BE ACTIONED / ISSUES NEEDING FURTHER ATTENTION