Welsh Affairs Committee
Oral evidence: One-off session with the Chair of S4C, HC 391
Wednesday 10 January 2024
Ordered by the House of Commons to be published on 10 January 2024.
Members present: Stephen Crabb (Chair); Virginia Crosbie; Ruth Jones; Ben Lake; Robin Millar.
Questions 1-103
Witnesses
I: Rhodri Williams, Chair, S4C, and Chris Jones, Lead Non-Executive Member of the S4C Unitary Board, S4C.
Witnesses: Rhodri Williams and Chris Jones.
Q1 Chair: Good morning—bore da—and welcome to this session of the Welsh Affairs Committee. This morning we are looking at the governance arrangements of S4C, the Welsh-language broadcaster. We are joined by Rhodri Williams, the chair of S4C, and by Chris Jones, the lead non-executive board member of the new unitary authority of S4C.
I remind colleagues that this session was due to take place at the end of last year, on 12 December, but we postponed it out of sensitivity following the hospitalisation of the former chief executive, Sian Doyle. We are now holding that session; we are doing so in the context of some of the problems at the broadcaster that have been widely report, but also in the context of the report that this Committee recently published on broadcasting in Wales, which sought to promote a strong and positive vision of the broadcasting sector in Wales.
I think I can speak for every single one of our members, and probably for every Welsh Member of Parliament, in saying that we want to see a successful Welsh-language broadcaster. S4C is something that we have all championed and lobbied for. It is something in which we all feel we have a vested interest as Welsh politicians, regardless of our party background.
I hope we will not spend too much time this morning getting bogged down in talking about specific individuals. I want us to focus on governance and direction, and the performance of the leadership.
May I start by asking you, Mr Williams, if you could let us know who is actually running S4C now? There is no longer a chief executive in place; there is no longer a chief content officer. Who is running the broadcaster?
Rhodri Williams: The responsibilities of the chief executive are being shared by two senior members of the management team. Elin Morris is one, who also acts as chief operating officer. Geraint Evans, the director of content and distribution, is the other, and he is also looking after the responsibilities of the chief content officer.
Yes, it is a radical change in terms of the number of people we have available to undertake those roles, but the key point that I would like to make—I might refer to it again later—is that the response from within the organisation in the first place, and also the response from our partners who provide the content that we commission, promote and distribute, is a very positive one, and that the working environment within S4C is much better now than it was some months ago.
Q2 Chair: Are you hiring a new chief executive and chief content officer?
Rhodri Williams: We will certainly, at some point in time, be recruiting a full-time chief executive; that is an essential step forward. In my view, it would then be for the chief executive to decide on the actual shape of the team, and whether they wanted a chief content officer or a director of programmes, and to distribute the responsibilities slightly differently.
Q3 Chair: Do you have a timeline for recruitment?
Rhodri Williams: Not as yet, but I think it is fair to say, “Sooner rather than later.” That process needs to be well planned, and then I think we need to undertake a thorough and wide-ranging search for the best possible candidate. I am optimistic about our ability to do that, in that I think that the services provided by S4C are continuing to succeed—we will talk about that later—and the opportunity to lead that organisation, and to provide the kind of leadership that is required to take the staff and the production sector with us on that journey, will appeal to many people. I am optimistic that we will in due course appoint a permanent chief executive who will be able to lead the organisation and take it forward.
Q4 Chair: Are all the formal processes relating to the events that have been reported on—the change of personnel and cultural issues within the organisation—finished now, or are other processes currently still in play that relate to these events?
Rhodri Williams: There are certainly no processes as regards individuals or disciplinary processes of that kind that have to be dealt with—nothing of that kind at all. I think what we have—the board is meeting in a fortnight’s time and will be discussing this in some detail—is a need to take stock in light of what has happened, and we probably want to be doing that and looking at whether there are things we need to do to ensure that the kind of problems that we have seen over the past year do not occur in future. I would summarise those as being about leadership and about culture.
Less importantly, but worth doing: I think we need to review all of the relevant policies that the organisation has, and I think we need to have a look at governance questions, just to check that we have in place suitable arrangements to allow the organisation to be managed and to be governed in the appropriate manner.
Q5 Chair: So, as far as you are concerned, the publication of the Capital Law report draws a line, in a sense, under this episode?
Rhodri Williams: Absolutely.
Q6 Chair: And there are no outstanding grievance or appeals processes in play relating to the dismissal of the two individuals we have referred to?
Rhodri Williams: No.
Q7 Chair: Are Capital Law the lawyers who advise S4C on a retained basis?
Rhodri Williams: No. Capital Law were brought in specifically to deal with this. If I can give some background, we received a letter from Bectu on 28 April; it was a Friday afternoon before a bank holiday weekend. Once we received that letter, we decided that the appropriate way forward would be to bring in an external agency with expertise in the area of human resources and employment law.
Q8 Chair: Who was the retained law firm for S4C, if there was one? Was it Eversheds?
Rhodri Williams: No. I am not sure that we have one firm that provides advice across the whole of what we do; we tend to use expertise in different fields. On the afternoon of 28 April, the board met and decided that we needed—
Q9 Chair: Who was the client? Was it the authority, or was it yourself as the chair?
Rhodri Williams: S4C, the organisation as a whole. The decision to engage with an external agency and the choice of Capital Law were made by the non-executive members of the board unanimously. At no point was that a decision that I took as an individual. It has been suggested in some of the comments that have been in the press that this is something that I have driven—that I have made decisions. I would refute those allegations completely. All of the key decisions in relation to the Capital Law investigation and its conclusion have been ones that have been taken by the board, and each one has been unanimous.
Q10 Chair: So what you are saying to us is that as far as you are concerned, the appointment of Capital Law was a board decision collectively to bring in specific legal advice in response to the letter from Bectu, which contained allegations and complaints about cultural issues within S4C; that Capital Law were there to undertake a piece of work with regard to the authority as a whole; and that it was not in specific relation to allegations made towards you as chair.
Rhodri Williams: No. The Bectu letter was addressed to Geraint Pugh, the secretary of the board, and copied to each individual non-executive director.
In terms of context, Bectu had written in December to the chief executive to express concerns. There had been at least one meeting to discuss that, and we as a board had heard reports back from the executive team that the position was improving. A listening exercise had been undertaken, where management were listening to what staff had to say. But when Bectu wrote to us in April, they said that not only had things not continued to improve, but they had got far worse.
On the basis of that, the board then decided that it would not be appropriate for us as a board to undertake an investigation into that. Members of staff had expressed very clearly to Bectu that the reason they were not prepared to bring individual grievances, as might be the norm in a case such as this, is that there was a culture of fear within the organisation and they did not have the confidence that they could do so safely. Bectu was asking us to create a mechanism whereby we could create a safe space where people could tell their stories without any fear that they would be shared with either their line manager or anybody else within the management structure of S4C. That is why it was important to bring in an external agency.
Chris Jones: Could I offer one observation there, please? The terminology here is more than just a pointless point of detail, if you see what I mean; the terminology is quite tricky. The decision to appoint Capital Law was taken by the non-executive members of the board, because obviously the letter from Bectu referred to complaints and concerns about the management team, including the executive directors.
Through this process, there is this sort of terminological importance, because we operate as a unitary board, obviously—that will become the formal position once the Media Bill has become law, so we try to operate as a unitary board at all times—but on this specific issue of the Bectu letter, which referred to the management team, for the reasons that Rhodri set out it was necessary for the non-executive members of the board to take the decisions, including, for example, on the selection of a law firm and so on to take this forward.
That then causes the further terminological difficulty of the fact that the non-executive members of the board are actually the authority—the historic legal construct that still in law is the governing body of the organisation—but we have been, and remain, committed to working as a unitary body or unitary board on all matters other than those where there is a specific reason that makes it inappropriate to involve the executive directors in that decision. Take, for example, the important work that we need to do to learn the lessons from the Capital Law review. That will be a unitary board and it will involve the executive directors, who Rhodri referred to, as well as the non-executive directors. But for that particular time, it was the authority, or actually the non-executive directors, who had to make the decisions.
Q11 Chair: Okay. This is my final question to Mr Williams in this section. You appeared in front of this Committee in March 2020 for a pre-appointment hearing, where you set out very eloquently your skills and competencies for the role of becoming chair of S4C. In that hearing, you alluded to some cultural problems within the organisation, and spoke about how you felt that you were equipped to bring about again—I think you talked about this—a culture of inclusivity that you felt had been lacking. You also mentioned some staff feeling that they were not being listened to. Four years on, do you feel that you failed in that mission to bring that culture of inclusivity to the organisation?
Rhodri Williams: I think yes is the answer to that, in that the Capital Law report paints a picture of the culture within the organisation. If we are looking back over a four-year period, I don’t think there is any mention of that in the first two years, but certainly if we look at the last 12 months, there is no way anybody could say that the culture within the organisation has been a healthy one. The Capital Law report makes it very clear where the responsibility for that lies, and I don’t think it is with me and I don’t think it is with the board. The Capital Law report states very clearly that the chief executive at the time acted in a “confrontational, abusive and inconsiderate” manner. I think that is where the failure has been in terms of the management of the organisation.
When it became clear to us, as non-executive members of the board, what the extent of those problems was—the toxic culture and the culture of fear that existed within the organisation—we acted very quickly to put in place a process that, as I have described, provided safety and security to members of staff wishing to step up.
The report took a long time. The details are in the report of how many people they spoke to and the evidence they took; I will not go into that, but it took a long time. When it did report, it took a long time to prepare a version that could be shared without compromising people’s privacy. Once that was done, again, I think the non-executive members of the board, or the authority, acted decisively and quickly to terminate the chief executive’s employment. I am confident that that was the right decision and I think, throughout this, we have done the best in the interests of the staff of S4C, and also in the interests of the organisation as a whole.
Q12 Chair: I am keen to bring in other Committee colleagues, but may I ask you a question, Mr Jones? At the end of 2022, I understand that you became the lead non-executive member of the board. One of your responsibilities in that role, which was publicised, was managing tension between the chair and the chief executive. Is it normal in boardrooms for a non-exec board member to have the explicit responsibility of managing tension between chairs and chief execs?
Chris Jones: Yes, in my experience it is. With my background, I am normally referred to as a senior independent director, but here it is called the lead non-executive director. Yes, that is one of the common roles, because in any organisation the relationship between a chair and the chief executive is in many ways the most important relationship within that organisation, so the role of the lead non-executive director is to be available to both parties to help with facilitating that relationship being as positive as possible and working through any difficulties. It is absolutely common good governance practice to have that.
Q13 Chair: At what point did you become aware that there were serious issues in the relationship between the chair and the chief exec?
Chris Jones: From my point of view, what I did when I took on the role was to ensure that there was good communication between the two parties. I was reassured on that. The chair and the chief executive met every week. In every other one of those meetings, the company secretary joined those discussions. I made myself available as someone who could be available for advice or to raise concerns over and above the regular communication and dialogue.
The most important thing would be that those two people themselves worked through their issues and so on, and I did not want to interfere in that process, but where I was approached by either the chair or the chief executive—which did happen, from both parties—on a particular issue, asking for advice or expressing a concern, I did what I thought was sensible in making people aware of that and trying to find a solution to improve the working relationship.
There will often be tensions in a chair-chief executive relationship, and there were on particular issues over three or four months or whatever. But we discussed them and we put in place some things going forward that we thought would help to maintain the working relationship and to keep it as professional and positive as possible.
Q14 Chair: But it was not just a question of managing normal tensions between a chair and a chief exec, was it, because it resulted in an allegation of bullying against the chair by the chief exec, didn’t it? At what point were you made aware of that? Was it your decision to task fellow board member Guto Bebb with investigating it?
Chris Jones: Two points on that. I would say that it was within the norm of a normal chief executive-chair relationship up until the point of the Bectu letter arriving. That then made life extremely difficult, because obviously that is a difficult letter making accusations and expressing concerns about the whole management team, therefore including the chief executive and so on. From that point on, maintaining normal working relationships of a unitary board became much more difficult, but up until that point, with both parties, the view was that they were both absolutely committed to S4C and to working through any difficulties together to ensure the common success of the strategy that we were all absolutely behind.
There was a complaint raised on a specific issue—I need to check the timing of that. It was in June, I think. While the Capital Law process was going forward, that was a complaint raised under an internal process. It was a complaint against the chair for their actions in a particular meeting that had happened the previous day, so it was not a decision for me to take. That was considered by the company secretary who took appropriate advice, and it was decided that that should be looked at under the normal grievance process for S4C.
As a point of detail, the grievance process does not anticipate a complaint against the chair, so there is no particular set of rules available for that. That is something that we need to look at and put in place going forward. But it was handled, I think, perfectly properly under the normal grievance process, which would require somebody separate from the events to investigate that. My non-executive colleague, Guto Bebb, would not be present at the meeting where the events concerned in the complaint had taken place. They therefore led that process of looking into the complaint, together with an external HR expert, who was also appointed to consider that complaint. They took that forward in a timely manner and came to a conclusion, which was communicated to both the complainant and to the chair. That is a confidential process, so I have not seen the actual findings letter, but, as I understand it, the finding was that yes, the chair had acted in an inappropriate way by raising their voice in a meeting and that they should sincerely apologise for having done so. My understanding is that that is what the chair then did shortly thereafter, so that brought that particular grievance process to a conclusion.
Q15 Chair: Were your fellow non-exec board members satisfied that an apology was sufficient, given the seriousness of the complaint?
Chris Jones: It had clearly been gone through as a thorough process to consider. That was the conclusion that was reached. As I say, I did not see the wording of the conclusion, but that did seem a sensible way forward to me.
Q16 Chair: I ask this as you are the lead non-exec: are you absolutely satisfied in your head and heart that the authority has behaved with a parity of response with respect to the issues raised by Sian Doyle and Llinos Griffin-Williams and issues raised by other staff members? Do you think there has been fairness in treatment with respect to complaints made against the chair and also complaints made against other senior executives?
Chris Jones: Yes, because they were of a very different nature in very different circumstances. What we have sought to do on all occasions is look at this through a thorough process, take appropriate advice at all stages, make sure they are well aired and then reach a collective decision on them. That is what we have done in each of those cases using different processes as appropriate to the particular nature of the complaints or circumstances. I think it has been dealt with in an appropriate manner.
Q17 Robin Millar: I will pick up the Chairman’s points about needing to pick up the pace because lots of us have lots of questions to ask. There is also the importance of focusing on the governance aspects of this. I know lots has been said and printed about the details, but I am much more interested in the governance. I want to step through, starting with the set-up of the unitary board through to the dismissal process, and quickly get through some key points on that.
I should declare a personal interest. At 55 years old, I am old enough to remember the set-up of S4C—Sianel Pedwar Cymru—and the joy that it brought to have an extra channel on the TV. At that point I was still getting up out of the chair to press the buttons to turn over. It has been a fantastic story for Wales. This is so important. We could collapse this on to talking about individuals, as we must and as is right, but equally we have to remember this has ripple effects right across what is now a thriving and vibrant sector. This is a tremendous success story that we are worried about here. It is not just the issues of governance.
The Ogwen report in December 2017 recommended the set-up of a unitary board. The Government accepted those recommendations in April 2018. Formal legislation was laid in November ’23 to transfer that into statute. I have a question for you, looking at your standing orders from April ’22. I will refer to these a number of times. In April ’22, standing order 4.4 stated: “The Board must secure the effective and efficient management of S4C and all its activities”. A straightforward question, then: do you think that the shadow unitary board structure is working?
Rhodri Williams: Yes is the answer to that. I think Euryn was absolutely right to suggest that, compared to the old model of an authority and executive, which tends to create a relationship where the non-executives would concentrate perhaps too much on holding the executive to account and on not providing sufficient support to the activities of the organisation, the unitary board model is a better one.
I can speak from some experience, having done 14 years at Ofcom, where there was a unitary board, which did function in my time—and I am sure still does function—very effectively. It provides, I think, a better basis for co-operation and understanding between non-executive members, who are there to scrutinise and to provide strategic leadership. It is always a minority of executive directors who would sit on a unitary board. They are in a minority; they are there as part of that, not as people who are being called in occasionally.
Q18 Robin Millar: Thank you. Mr Jones, you made the point, in response to an earlier question, that that relationship between the chairman and chief executive is vital, and that is reflected in all sorts of different governance structures. Do you think that the shadow unitary board structure is working?
Chris Jones: Yes, and I would echo what the chair has said. From my background in commercial businesses, as opposed to public service businesses, that is best practice, so I haven’t been involved in the authority model, but I have no doubt that a unitary board—and it will be better when it is formally a unitary board—gets the best working relationship between the non-execs and the execs, plays to the strengths of both and is the best way to take an organisation forward.
Q19 Robin Millar: I think it was some 18 months after you were appointed into that structure, Mr Williams, that the chief executive was appointed, through the process. In your standing orders, which I referenced earlier, in section 9.4 it says: “The Chief Executive, and Secretary, must be appointed solely by the non-executive members of the Board.” Did that happen?
Rhodri Williams: Yes.
Robin Millar: Mr Jones, did you want to make a comment on that?
Chris Jones: That is correct.
Rhodri Williams: We were both members of the appointment panel, as it happens.
Q20 Robin Millar: Are you a non-executive member of the board as chairman? Forgive me.
Rhodri Williams: Yes.
Q21 Robin Millar: In that case, when you are appointing someone like a chief executive at that sort of level, my understanding is that it is not just a role—there is a statutory requirement; there are obligations for the role—but you are very often looking for someone, to quote a famous actor, with “a very particular set of skills.” Was that the case in this recruitment exercise?
Rhodri Williams: Yes. To refer back to what the Chairman mentioned earlier, I remember, in my pre-appointment hearing, talking about the need for S4C to change—to reinvent itself, and there was a need to do that. We certainly needed to change the way we operated, not as an organisation that simply saw itself as a linear broadcaster, but as a distributor of compelling content on a variety of digital channels. I think that has been achieved, and as I suggested, I would be very confident about the progress that has been made in that respect. I think the problem that we have had is about the way in which—
Rhodri Williams: No. We engaged the services of a recruitment agency to help us in the search and to ensure that we looked far and wide. I do not remember the exact total number of candidates, but I think that it would have been about 12. There was a variety of people who had a large amount of experience within the broadcasting industry, and people who had very much less in that area but who had senior experience in other organisations doing other kinds of things. And, as you would expect, we had a shortlisting process, then interviews were undertaken, and we came to the conclusion that Sian Doyle had something to offer.
Q23 Robin Millar: Did you know Sian Doyle before her appointment as chief executive? Had you come across her during you 14 years’ experience at Ofcom, for example?
Rhodri Williams: No.
Q24 Robin Millar: Was it the case, then, that this was advertised widely, or was it a very targeted headhunting exercise?
Rhodri Williams: It was advertised widely in the media, press and online, through a variety of channels. Then there was the recruitment agency to add weight to that and to look beyond—if you like—the obvious candidates.
Q25 Robin Millar: Just to be clear, are you happy that the process that is set out in section 9.5 of the standing orders in relation to the appointment—I will not read it out, because it is quite lengthy; it is actually one of the more detailed clauses of the standing orders—was followed?
Rhodri Williams: Absolutely.
Q26 Robin Millar: Thank you. Moving the clock forward, complaints had arisen and so on. At what point did you become aware that complaints were being made about the chief executive?
Rhodri Williams: The first suggestion of a complaint was—
Robin Millar: Just to be clear, I am not interested in the nature of the complaint; it is the governance and therefore the fact of the complaints that I am asking about.
Rhodri Williams: It was the Bectu letter to the chief executive in November. Then it was between November and April—or rather, it probably took until December, when we heard the first feedback about that to the board’s people, the remuneration committee and the board in its entirety that progress was being made. It was then on 28 April 2023 that the formal letter came from Bectu, saying that things were worse than they had been in November.
Q27 Robin Millar: That is roughly a six-month period that you are describing. Is that correct? You said November to April.
Rhodri Williams: Not far off that, yes.
Q28 Robin Millar: Mr Jones, I don’t think you answered the Chair’s question when he asked on what date you first became aware of these complaints. Where within that period did you became aware of complaints?
Chris Jones: I think it was the same as all the other members of the board: it was with the original Bectu letter. I think that was in December.
Robin Millar: November or December. It was around then.
Chris Jones: And then there was the follow-up Bectu letter at the end of April.
Q29 Robin Millar: Were any concerns or complaints ever expressed to either of you, as senior figures on the board, about how those complaints were being handled? Did any other board members come to you and say, “Look, we ought to be handling this in a different way; something is not being done that should be done”?
Rhodri Williams: No is the simple answer to that. There was discussion at the board at different points about how we should proceed. For instance, the original letter of 2 December was shared with us by Sian Doyle. We had a discussion about it and decided that the appropriate response would be to leave it to the executive; Bectu had written to the executive and were offering to co-operate with the executive to help deal with the problems, and we thought that the appropriate response was to leave that to them. When the second letter came on 28 April, a different response was required.
Q30 Robin Millar: Moving forward to the departure and dismissal, I could not find a process or any recommendations or clauses in the standing orders dealing with dismissals. Are you happy that the dismissal process has complied with whatever adopted or approved internal policies you may have or, indeed, with external best practice for that kind of situation? Are you happy that that was followed in this case?
Rhodri Williams: Yes, absolutely.
Robin Millar: And Mr Jones?
Chris Jones: Yes, and we took detailed legal advice at all stages to ensure that that was the case.
Q31 Robin Millar: That was my next question, because standing order 4.9 says: “The Board can appoint, or arrange for assistance from, advisory committees in order to receive advice on any issues relating to the Board’s roles”. So, apart from the report that we have before us, did you take advice on this?
Rhodri Williams: Yes.
Q32 Robin Millar: It seems to me that there is the perennial question: you have this confluence of good people and good structure, especially at board level, so if we have the right structure, do we have the wrong people? Is that your understanding of the difficulties we have today?
Rhodri Williams: If you read the Capital Law report, you find a very clear answer to that question. As I quoted earlier, the Capital Law report describes the behaviour of the chief executive as “confrontational, abusive and inconsiderate”.
Q33 Robin Millar: I understand why you might say that, but it gives rise to the question why the whole report was suppressed and not made available to all members immediately in its full format.
Rhodri Williams: I thought I had dealt with that earlier. When Bectu came to us and described the culture of fear that existed in the organisation, they said they had evidence that would be significant enough to provide an individual grievance. However, individuals were not prepared to do that, because they were scared. If they were going to come forward, they had to have a mechanism that protected their identity and privacy.
Once you give that assurance to the staff and say, “You can come forward; you can talk to lawyers in Capital Law without fear that what you say will be repeated to the board, the executive team or anybody else within S4C,” they will have the confidence to do so. If we had not provided that, I do not think the exercise could have been undertaken at all. You have to maintain the anonymity at the end of the process. You therefore have to provide a report—which, as I said, was very difficult to do—that takes out information that would make it possible for people to be identified.
Q34 Chair: I am going to bring in Ben for a quick supplementary question. Before I do so, just on the point you made, Mr Jones, about taking legal advice on the dismissal of the chief executive, who did you take legal advice from?
Chris Jones: We had a team of lawyers at Capital Law who were expert in this area to advise the non-executive directors of the board on the implications of the Capital Law report. However, as is standard practice, there was a clear Chinese wall between the Capital Law team undertaking the fact-finding exercise and the different team that was providing advice to the board on the implications. Where necessary, the board would take further legal advice from specialists beyond that as well.
Q35 Chair: Did the Capital Law report have any recommendations?
Chris Jones: No, it didn’t. It is important to stress that what Bectu asked us to do, and we thought this was the right way forward, was to set up an exercise in which people could come forward with information, so we asked Capital Law to go on a fact-finding exercise and report on the working environment and atmosphere at S4C. That information, provided to the board and its advisers, would enable us to decide the correct way forward, so we did not ask the Capital Law team to advise.
Q36 Chair: So Capital Law conduct an exercise across the organisation that is overwhelmingly damning with respect to one individual. Capital Law then advise you on how to get rid of that individual, but you claim there was a Chinese wall between the Capital Law personnel who did the evidence gathering and the Capital Law people who advised you on the mechanics of dismissal.
Chris Jones: That is correct, yes.
Q37 Ben Lake: Very briefly, gentlemen, I am trying to better understand the timeline on which the board was first made aware of some of these complaints. You both mentioned a letter from Bectu, and there is uncertainty as to whether that was in November or December.
Rhodri Williams: It was 2 December.
Rhodri Williams: Let me give some context. The board meeting was held at the Caernarfon office. Most of the non-executive members were present in the office. The executive members of the board participated via video conference. One of the comments made by the chief executive was that the Caernarfon office was one of the most difficult parts of the S4C organisation to manage.
There was a person from the Caernarfon office present in the room when that was said. When the meeting ended, and we were left with only the non-executive members, that person asked whether the board would be willing to talk with some of the members of the Caernarfon office to hear their views, given what had been said about the Caernarfon office. We did that. We had an open and frank conversation. I wouldn’t say that the views within the team were unanimous, but the majority view of the staff—who work across several teams within the organisation, but are based in Caernarfon—was certainly that they were being left out: that they were a long way from either Cardiff or Carmarthen, and that they were being treated differentially.
We listened to that and engaged in a conversation with them. Although there were some concerns, I would say that they had nowhere near the gravity of the concerns raised by Bectu on the 28th. The word “bullying” was not used, and there was no mention of a toxic culture or of a culture of fear. I would summarise it as them feeling a bit left out and unloved. And yes, that clearly raises questions. We talked with them about that informally and in a friendly manner to try to learn more, but it wasn’t that we then sat down and said, “Hey, this is very serious; we need to do something about this”.
Ben Lake: We will come back to that point in a moment.
Q39 Ruth Jones: Thank you, gentlemen, for attending in person. It is really helpful to see you in the room with us.
Mr Williams, you talked about a timeline setting forward about the appointment of the new chief exec. You also mentioned something about the less important issue of checking your policies are all in order. I am a little bit concerned about that. I don’t think policies are less important; I think that they are probably more important at the moment. In terms of you HR policies, do you have a whistleblowing policy in place?
Rhodri Williams: Yes. We have several policies—respect and dignity at work, grievance policies, disciplinary policies—and, yes, we look at them all and compare them with the best in class in other organisations. I think it is absolutely right that we do that, and I do not want to give the impression that I do not think that we need to do that. We need to kick the tyres and check that those are in place. My overriding concern, though, is that, at the end of the day, you can have those policies in place but that, unless you have that culture and the leadership of the organisation acting in an appropriate manner, those policies fall by the wayside. Looking at the difficulties that occurred during 2023, no one chose to utilise the policies that existed to bring their complaint to the fore; what they did was to talk to the union, and the reason they did that is that they were too scared to speak up.
Q40 Ruth Jones: My argument would be that, if you have a decent whistleblowing policy in place, you do not have scared people, because you have a policy that will cover them and keep them anonymous. I am sure you will be reviewing that, but it is really important that these policies apply to all. I am really anxious that you, as the chair, had a grievance upheld against you by a member you then went on to dismiss, it would appear outside of policy. I am interested to know how that happened. Surely, if the policies apply to women, they apply to all, including yourself. How has that been taken on by the board? Obviously, you made a decision, and you then had to go to the board in retrospect to gain agreement on it. How did that work?
Rhodri Williams: Can I recap the grievance that was brought against me? I had to raise my voice at a meeting because Llinos Griffin-Williams—
Q41 Ruth Jones: I am not interested in the detail. All I know from an outsider’s perspective is that a grievance was upheld against you and you then went on to dismiss that person. It is very difficult, as an outsider, to see that the process was objective. I just worry that there is an issue here for the board. Obviously, Mr Jones, you said you were appointed as a mediator, and you said you didn’t have a policy in place for dismissal. Your policies apply to all, so the chief exec should be under the HR policy just as much as a cleaner or any other person in the group. In your role, are you confident that your policies apply to all?
Chris Jones: Yes, they absolutely do. You are quite right that they apply to all employees within the organisation, and they are designed to give people access to appropriate channels to raise grievances, and so on. The point I was making was that that didn’t actually anticipate a grievance being brought against the chair and didn’t set out who exactly the appropriate channel should be in that case. That is something that we should and will fix. I absolutely agree with you: these policies have to apply to all, and we need to make sure lessons are learned from these very particular and unfortunate events in recent months to make sure that if such matters happen again—hopefully they will not—the policies make it as easy as possible for people to get their grievances considered and dealt with.
Q42 Ruth Jones: I am a little concerned that you are saying that you will do that going forward. You haven’t actually worked on these issues as yet, and yet you had six months last year to do that. I am anxious that there is a perception that there is an old boys’ network within the organisation, and I am not sure you are doing anything to defuse that situation. I don’t see any clear signs from you, as the board, that you are putting the issues right. As it stands, the two difficult people have been removed and things are carrying on as normal—it is the status quo. I am anxious about that. You were appointed as a mediator. Would you say you have failed in that role?
Chris Jones: I think I carried out the role as it should have been carried out. I did my best and hopefully made a positive contribution. Has that meant that we have ended up in a situation that any of us would have wanted? No. That is the reality of the situation. On the review of policies, we wanted to wait until we had the evidence from the Capital Law report, and we now have that. It is very much an integral part of the programme to take forward in the organisation across policies, culture, leadership and communications—a number of very important aspects. That is absolutely a top priority for the unitary board as a whole to work on over the coming months with key stakeholders, including Bectu and, crucially, our colleagues.
Ruth Jones: I am glad you mentioned the key stakeholders. I will hand back to the Chair for the moment, but I will come back later.
Rhodri Williams: Chair, may I just answer that point about the dismissal of Llinos Griffin-Williams? As I say, the grievance against me was for raising my voice at a board meeting to stop confidential information being shared with people it shouldn’t be shared with without the express consent of the person concerned, as chairs do. I do not know whether our Chairman today has to raise his voice occasionally—
Robin Millar: Never.
Rhodri Williams: But I twice had to ask Llinos Griffin-Williams to desist from sharing inappropriate and confidential information with people who had not heard it previously. She refused to do so—
Chair: Mr Williams, we don’t need to go into the detail of that. This is not the forum for that. We are interested in the higher-level decisions that were made and the processes.
Q43 Ruth Jones: All I am concerned with is that a grievance was upheld against you and then you went on to dismiss that person. That is a fact.
Rhodri Williams: And that matter was resolved. What happened afterwards, when Llinos Griffin-Williams was in Nantes, was an issue that created an immediate detrimental effect to the reputation of S4C.
Q44 Chair: You are referring to the weekend at Nantes.
Rhodri Williams: The weekend at Nantes, where what happened was in full view not only of members of the public, but of many, many journalists and television staff, not just from S4C but from other organisations. The damage to S4C’s reputation was immediate. It was very clear and there was no doubt—again, I took very detailed legal advice—that what happened constituted gross misconduct. It was my view that—
Chair: In the interests of time, I am keen that we move on.
Rhodri Williams: That needed to be resolved immediately.
Q45 Chair: You have just referred to taking very detailed legal advice. Who did you take very detailed legal advice from?
Rhodri Williams: From Capital Law.
Q46 Chair: So Capital Law have been your legal partners throughout this whole process?
Rhodri Williams: Yes.
Q47 Chair: Okay. At any point did Capital Law advise you on a right of appeal, either on the part of Llinos Griffin-Williams or Sian Doyle?
Rhodri Williams: With the knowledge and the availability of their contracts of employment, rights of appeal were not something that were appropriate in either context.
Ruth Jones: Again, I come back to the basic policies here. It is not just best practice. It is ordinary practice and employment law, which I am sure you will be reviewing because I think there are big issues there. But at the moment it would appear to an outsider that Capital Law have been judge, jury and executioner in this process, and I see no other side addressing this at the moment. But we will come back to it, I am sure. I will pass back to the Chair now.
Q48 Chair: My colleague Ruth Jones describes them as judge, jury and executioner. As Chair, it looks to me like you have been the judge, jury and executioner and Capital Law have provided you with the cover for it. That is how it appears to me, because you dismissed the chief exec and then sought retrospective approval from the board.
Rhodri Williams: No, I think we are mixing up the case of Llinos Griffin-Williams, who I dismissed, given the need to do that as soon as possible to defend S4C’s reputation, and given the gravity of what had happened in Nantes in full public view on the Saturday evening. The decision, as you say, was reported to the board and was unanimously approved. The decision to dismiss Sian Doyle, on the other hand, came as a result of the Capital Law process and was not one taken by me in any shape or form. In fact—
Q49 Chair: There has been one question in my mind throughout this. At any point between the hiring of the chief executive and her dismissal, were any efforts made to address problematic behaviours or styles of management? At any point, was she asked to make an apology to staff who felt offended by anything that may have happened? It seems an incredible jump to go from chief exec being hired, in place doing her job, to then being dismissed in the circumstances in which she was, without any intermediary actions on the part of the board to try to address problematic issues.
Rhodri Williams: During the period between the first Bectu letter and the second one, the board was hearing reports from the chief executive as to how things were improving, and there was no evidence at that point to suggest that progress was not being made. We and the people and remuneration committee were being told that steps had been put in place in response to Bectu’s first letter and that the position was improving and confidence growing.
The board, as you would expect, would ask questions about that. Did we think enough was being done? Did we think that people were being listened to enough? Listening is a key component of effective and good leadership. But it was only when that second letter appeared that there was concern that the situation was far, far worse than we had been led to believe.
Q50 Virginia Crosbie: Bore da, gentlemen. Rhodri, in April 2020 you spoke about wanting to foster a culture of inclusivity, and you said here this morning that you had failed—you used the word “failed”. You also stated that today the working environment at S4C is much better than months ago. In that context, but also in the context of the Capital Law findings, what are your main conclusions regarding the culture and the working environment now at S4C?
Rhodri Williams: As I said, I think they have improved substantially. I had a letter, as it happens, from Bectu on Friday. If I may quote it: “Having met with our members in December, most recently this afternoon”—this was on Friday—“I am pleased to report that they have noted recent improvements to their working environment on both occasions now. It has been a hard and deeply distressing period for S4C’s workforce, and I am pleased to hear them speaking with optimism about their workplace and the channel once again.” That is a better assessment than I could give you, as it comes from the representative—not of all of the workforce, but of a substantial number of the people employed at S4C.
Q51 Virginia Crosbie: Thank you; that is helpful. Ultimately, who is responsible for the culture at S4C?
Rhodri Williams: The chief executive. If I can quote from the chief executive’s contract of employment: “It is the chief executive’s responsibility to ensure that S4C has a working environment where everyone treats each other with respect, and where dignity and fairness are at the heart of the company’s activities.” That was not happening. Capital Law provides, in my view, a damning indictment of the leadership culture that was in place, certainly throughout the latter part of 2022 and 2023. Once the Capital Law fact-finding exercise was under way, I think it got even worse.
Q52 Virginia Crosbie: Going forward, you mentioned Elin Morris and Geraint Evans. What support are they being given with their increased workload and responsibilities, particularly taking account of the very challenging time for the company?
Rhodri Williams: Clearly, we as members of the board are offering any support and advice that we can provide, and listening to them as to what they feel is needed in terms of practical support not only for themselves, but for the teams they manage and how they distribute the responsibilities between themselves. We have given consideration to bringing in an interim chief executive on a pro tem basis to help with that. They would be quite happy if we did that, but they are also content if we carry on with the current arrangements, whereby they share responsibilities between them. If extra resources are needed to fill gaps below in the management structure, they have the freedom and the support of the board to do that.
Q53 Virginia Crosbie: If you do stay on in your role, what support do you personally need?
Rhodri Williams: I think that what we need to do as an organisation—this includes me, the non-executive members of the board and the leadership team—is to recreate a sense of confidence and trust. It needs to be confidence and trust with our staff. It needs to include the production companies that produce most of the content that we commission and distribute. S4C does not actually produce a lot itself; we rely on others to do that.
Crucially, the Chair referred at the beginning to the support that S4C as an institution has received from elected representatives from all political parties over a long period. I am acutely aware of the importance of that support, and we need to provide you, other elected representatives and the Government with confidence that we have had a problem, it was a serious one, but we have dealt with it and we are now moving forward. I am confident that we can do that.
Q54 Virginia Crosbie: Mr Jones said, on his role managing the tension between the chair and the chief executive, that the expectation was that you would meet on a weekly basis. Was that indeed the case?
Rhodri Williams: Yes. We would not necessarily meet in person on a weekly basis; it would take place over Zoom or the telephone. Indeed, we talked to each other beyond those weekly meetings if the need arose.
Q55 Virginia Crosbie: Lastly, Mike Phillips was central to the alleged incident. It is difficult to understand why he did not submit a formal complaint to substantiate the claim of being abused, as referenced in the press. Why do you think he did not submit a formal complaint?
Rhodri Williams: I don’t know, in that we didn’t receive a complaint from Mr Phillips. As I said, what happened and what was said by whom to whom was public knowledge. It did not need anybody to write it down. People heard and heard of it. As far as I was concerned, that is a decision only for him. What I was confident of was that I had had enough evidence from a variety of sources to convince me that Llinos Griffin-Williams had indeed been responsible for gross misconduct, for which she needed to be dismissed immediately.
Q56 Chair: Was the chief executive involved in that decision? Was she a party to that discussion about—
Rhodri Williams: No. In normal circumstances, that might have been the case, but the chief executive was at both events in Nantes with Llinos Griffin-Williams when the incidents occurred. She was aware of them, although, importantly, she did not share that information with me, the board secretary, the HR department or the board as a whole.
Q57 Chair: We are very conscious that Sian Doyle is not here to respond and give an alternative, so I am keen to avoid getting into too much detail about specific incidents and episodes.
There is one point that I would like to push back on before I bring in Ruth and then Ben. In answer to my colleague Virginia Crosbie, you said that it is the responsibility of the chief executive to set the culture of the organisation, but you said at your pre-appointment hearing that it was going to be one of your responsibilities as the chair to rebuild the culture at S4C. You said that in March 2020, recognising that there were problems in the organisation. You spoke about wanting to recreate a culture of inclusivity. So it is not just the responsibility of the chief executive, is it?
Rhodri Williams: I would not say it is just the responsibility of—
Q58 Chair: But in large part, it is a responsibility of the board and the chair at the head of that organisation.
Rhodri Williams: I think the contract of employment makes it very clear. How often do members of staff meet the chair or members of the board? We are not there on a daily basis, actually running the organisation. That is not what we are supposed to do.
Q59 Chair: No, but the point of board meetings is to take temperature checks of how the organisation is doing.
Rhodri Williams: Yes, and we have done that. When we found that there was a problem, we acted effectively and quickly to deal with the problem, and we have dealt with the problem.
Chris Jones: I will just add that one of the lessons learned going forward—we referred earlier to looking at policies, but also at culture, communications and so on—is to make sure that, as a board, we are getting more regular and reliable feedback from the organisation. You may be aware that a staff survey was carried out during the summer of this past year, and we will be looking at bringing in what are called pulse surveys—more frequent, smaller, anonymous, confidential surveys of colleagues, so that they can provide a temperature check on the culture within the organisation, to give the board that information. Rhodri is right that the chief executive has a huge leadership role here, but the board has to have sources of information to understand whether that is being discharged in the way that the board is being told.
Q60 Ruth Jones: Coming back to the Capital Law report, I believe it cost £350,000. Is that correct?
Rhodri Williams: It cost in the region of £290,000, plus VAT.
Q61 Ruth Jones: So over a quarter of a million, which is a significant amount of public money. Who set the terms of reference for the report? Did you tender for it? How was the decision taken on Capital Law?
Rhodri Williams: The decision was taken by the non-executive directors of the board. Clearly, it could not involve the executives, given that the management team were the subject of the complaint that Bectu had made. Given the circumstances, it would not be effective or appropriate to go through a tendering process, but we do have processes that set in place what needs to be done in circumstances such as that. There are circumstances that justify not going to a tendering process when you are in need of that advice. Again, I am perfectly happy that we have kept to the due processes that need to be followed in circumstances such as these.
Q62 Ruth Jones: Are those laid down in writing somewhere?
Rhodri Williams: Yes.
Q63 Ruth Jones: In your standing orders? Because I can’t see that anywhere.
Chris Jones: We have a procurement policy.
Q64 Ruth Jones: But you didn’t tender for this particular process.
Chris Jones: No. That is an exception under the procurement policy, and the correct procedures were followed. It may be helpful to say that Capital Law was not the only firm that we considered for this. It was very much a question of, on a very tight timescale, who had the resource, skills and linguistic ability to carry out this exercise in short order.
Q65 Ruth Jones: But it wasn’t tendered for.
Chris Jones: As was appropriate, given the urgency of getting this announced to provide reassurance to Bectu, as a key stakeholder, and our colleagues.
Q66 Ruth Jones: Mr Williams, when did you last meet with the Secretary of State for Culture, Media and Sport?
Rhodri Williams: I have not met with the Secretary of State for Culture, Media and Sport.
Q67 Ruth Jones: At all?
Rhodri Williams: No.
Q68 Chair: Sorry, since your appointment as chair of S4C, you have not had a meeting with the Secretary of State for Culture, Media and Sport?
Rhodri Williams: No.
Q69 Chair: I find that astounding.
Rhodri Williams: I have met with the Minister on a visit to Cardiff on one occasion, and during her absence—I think on maternity leave—John Whittingdale stood in in her place for a while and visited Wales, but I was not available to meet him when he came.
Chair: Okay.
Q70 Ben Lake: Before I get into the report itself and the commissioning of it, we have heard quite a bit about the culture at S4C. You have both mentioned that the commissioning of Capital Law and the report process was initiated following a letter from Bectu in April 2023, which claimed that there was a culture of fear among staff. That is correct, isn’t it?
Rhodri Williams: Yes.
Q71 Ben Lake: I am sure you will be aware of the 2011 review conducted by Richie Turner, in which he spoke in detail of a climate of fear existing at S4C. In April 2023 we have a culture of fear, and in 2011 we have a climate of fear. How is it that we seem to have been able to repeat history here?
Rhodri Williams: I don’t know is the honest answer to that. I was not at S4C in 2011. I was aware of the Turner report, which was commissioned as a result of concern about the state of play. I was at Ofcom at the time, and my take on it as an interested observer was that there was a significant improvement after 2011 and that, certainly until December 2022, there was no suggestion that the problems—I do not think that there is a connection between the two.
Q72 Ben Lake: Thank you; that is very useful. However, I would say that the fact that it was necessary to commission an external law firm to conduct the exercise is reflective of a failure in the processes at S4C, in that staff members did not feel safe enough to convey their fears and concerns. In that regard, we have to be honest here and accept that there has been a severe failing.
Moving on, I understand that the report was commissioned on the basis that only the board secretary and you would see the full content and findings of the investigation. Could you explain to us why that was?
Rhodri Williams: Again, it was in order to safeguard the anonymity of the witnesses. We had a meeting with Bectu at the outset of the process and they made it very clear to us that, unless there was a mechanism that could absolutely secure the anonymity of witnesses, they were unlikely to come forward. They could have used a variety of processes that existed in the organisation but, as a result of that, they chose not to. I think the Capital Law report sets out very clearly the kind of behaviours that they were subject to, which, to be honest, no one working in any organisation should have to tolerate. That is why they were not prepared to speak out.
Q73 Ben Lake: I very much agree with you. Did the report and findings raise any concerns about non-executive directors of the board?
Rhodri Williams: No.
Q74 Ben Lake: Is there any reason, therefore, why non-executive members of the board could not be given access to or sight of the full report and findings?
Rhodri Williams: The board agreed at the outset with the process that we have outlined—that the unedited version of the findings would be shared with the secretary and myself, and then there would be a second version of it that maintained its content but, specifically, removed quotations that would have made it obvious to people in S4C reading them who had said them, because they could identify their location, the team in which they work or the meeting in which something happened. There are exceptions to that. You will see in the report the phrase used on several occasions by the chief executive, “Shoot one and 1,000 tremble.” It was a balance between including what needed to be included in the report and maintaining the anonymity and security of those people, some of whom have suffered greatly as a result of the distress and anxiety that, as the report again says, was deliberately created to create change in the organisation.
Q75 Ben Lake: I think you have made a very coherent argument and justification for why the full report should perhaps not be made public. What I want to understand is the reason why it could not be shared with non-executive members of the board, who would be required to make a very big decision on the basis of it. There is also the question of the editions and how it was summarised. Am I right to assume that that was something that Capital Law did independently and that there was no direction at all from you or the board secretary?
Rhodri Williams: To answer the second part of the question first, yes, that was a matter for Capital Law to decide. It was for the team that was writing that version and providing us with legal advice to share it with the team who had gathered the evidence, to check that the evidence gatherers were happy that nothing was being shared that should not be. As I understand it, changes were made as a result of that.
In terms of that decision not to share, the report did something that we as members discussed, but the agreement of the board and Capital Law was what we had agreed and signed up to. We actively considered—and Chris can talk to this—whether we should change our mind on that, but we decided it was probably more appropriate to stick to what we said we would do at the outset of the process.
Chris Jones: It might be helpful to say that because the Bectu letter referred to the management team as a whole, which is a significant number of people, in theory there could have been a large number of disciplinary processes, or whatever, coming out of this. Therefore, the advice from those who have gone through similar processes before was that it is better to keep the majority of the non-executives uninvolved in the fact-finding exercise, the full verbatim report and so on, to protect their position to be able to be involved in any subsequent disciplinary hearing.
The second point is that, as I understand it, when people were interviewed by the Capital Law team, they were given a very specific assurance that the only people who would see the verbatim report would be, as referred to in the terms of reference, the chair and the company secretary. I absolutely take your point, but that is why it was felt, having given that assurance, it was appropriate that the non-executive directors shouldn’t see the full report. But we were absolutely assured by our legal advisers that we could rely on what was given to us as non-executives as being fully reflective of the full report.
Q76 Ben Lake: I have two brief questions, because I have taken too much time already. On the terms of reference, just so that I am clear, was that a matter that was discussed and agreed upon by the board in its entirety—absent the executive members of the board?
Chris Jones: By the non-executive directors, yes.
Q77 Ben Lake: The other question I would like to ask is: were the findings of the report and the process made available in advance of publication to those individuals identified by Capital Law as having behaved unprofessionally, or having engaged in bullying?
Rhodri Williams: No is the answer to that. It might have been a different position had the report been published earlier, but by the time the report was published Sian Doyle and Llinos Griffin-Williams had left the organisation.
Ben Lake: Right, okay. Sorry, I have a few more questions, Chair.
Chair: Keep going, Ben.
Q78 Ben Lake: Many eyebrows will be raised by that fact: those who were named and implicated in this report weren’t given advance sight of it. I think it is normal practice, just as a matter of natural justice, that people are given a chance to challenge or respond to such allegations. It is a little bit concerning that they weren’t given advance sight—let’s not beat around the bush.
Why, having taken quite a significant amount of time, was the publication of the report delayed until 6 December? Given the fact that it had taken so long—it was already overdue—was it not possible to extend publication by a week or so to allow those named to have a chance to see it and respond appropriately?
Rhodri Williams: You are absolutely right: the report did take a long time to complete. The initial stages took longer than expected because of the number of people who were keen to speak to the team at Capital Law; the writing up of that in an appropriate manner took several months.
The key consideration about prior sight of the report is to do with the fact that neither of the two individuals who were implicated in the report were employed by S4C at that time.
Q79 Ben Lake: I accept that point; however, it still stands that they had been employees of S4C, and it is also the case that they were being named. I do not quite understand why it was decided by the board not to give them prior sight of the report before it was published.
Rhodri Williams: I think this is the best explanation I can give about that, without wanting to go into too much of it. It was clear by then that both Llinos Griffin-Williams and Sian Doyle were conducting a very public campaign aimed specifically but not exclusively against me—
Q80 Chair: May I jump in? She is not here; she is not able to provide a reply to that allegation. If we avoid these comments about individuals and just focus on the decisions and processes—
Rhodri Williams: I will put it another way, then. Given what was available in the media about the whole process and people’s attitudes towards it and the board, it was not felt that that was necessary.
Ben Lake: I will leave it there, Chair.
Q81 Chair: Let us be absolutely clear: the two individuals who were removed from the organisation were not given sight of the findings of the report. Your justification of why the chief executive was not given sight of the findings—given that, as you have previously made clear in this hearing, so many of the findings in the report related to her performance as chief executive—was that she was no longer employed, because as a board you had already got rid of her. Is that correct?
Rhodri Williams: Yes.
Q82 Chair: Does that not strike you? You may feel confident that you have had the advice from Capital Law, you have navigated the process and the standing orders do not prevent you—but, as Ben says, do you not feel as though there is a failure of natural justice there?
Rhodri Williams: No. I think the letter of dismissal sent to the chief executive by the non-executive members of the board set out very clearly the reasons for her dismissal. I think that that was sufficient.
Chair: Okay.
Q83 Robin Millar: I am keen to move this on. In the opening comments, I talked about the impact on the sector, and we know that in the public domain Cwmni Da wrote a letter talking about some of the concerns about the sector. I have a quick question on commissioning. Where does responsibility for commissioning sit within the board?
Rhodri Williams: Commissioning the content that we distribute is absolutely a matter for the executive. The board plays no part whatsoever in commissioning individual pieces of content.
Q84 Robin Millar: In that case, did the board receive a strategy, presentation or proposal from the executive to perhaps increase the breadth of the independent sector by changing its approach to commissioning?
Rhodri Williams: No.
Q85 Robin Millar: So to repeat your point, the board then had no say at all in the approach that the executive took towards commissioning.
Rhodri Williams: As far as I am concerned, we have written to individual producers and to TAC, the body that represents the production sector. We are happy to share that letter with the Committee to assure them that there is no policy of trying to reduce the amount of commissioning given to the “big five”—I am not familiar with that term; it has been used only by other people, and it has never been used internally in S4C—and no policy to change the approach, which is one currently led by the principle of commissioning content from the best ideas. They may come from a big company, and they will sometimes definitely come from smaller companies, but there is no industrial policy that says, “We are trying to move from this model to that model”.
Q86 Robin Millar: Okay. The terms of reference refer to a commercial directors’ group, I think, or a commercial group board. Who are the members of the commercial group board? Does commissioning fall within their remit at all?
Rhodri Williams: I can answer the second part of the question. They do not commission content for broadcast on S4C platforms at all. They are engaged in commercial activities.
Chris Jones: Indeed. The members of the bwrdd masnachol—the commercial board—include two non-executive members of the S4C unitary board and also external expert members. It is a very separate thing. It is looking at, for example, S4C’s investments from past non-statutory activities.
Q87 Robin Millar: To come back to commissioning, then, has there been no discussion of commissioning and the approach to commissioning at board level?
Rhodri Williams: There are matters that should be discussed. As I say, they are not to do with individual commissioning decisions; but if we go back to several years prior to my appointment as chair and a long time prior to Sian’s arrival as chief executive, the board took a view that we should invest more of S4C’s budget in high-end drama. That was a policy approved by the board.
Q88 Robin Millar: Which does sound remarkably like a commissioning decision.
Rhodri Williams: No, no, no. There is a huge difference, I think, between the overall commissioning policies and—the board never decides, “Do we commission from this company or from that?”
Q89 Robin Millar: Maybe I have misled you. To be specific, I am talking about exactly those policies and the strategic approach to the development of a sector in Wales. Has the board discussed that? Has it given direction to it? Did it receive a presentation on it from the executive? I am talking about the strategic approach to commissioning.
Rhodri Williams: Not one that includes limiting the number of commissions that would be made available to some of the larger companies.
Q90 Robin Millar: So it has received a presentation—just not with that point within the presentation.
Rhodri Williams: Yes. Constant updates are given to the content committee and to the board itself as to what is being commissioned in the coming period. Let’s say, for instance, commissioners want to make a decision to spend less on children’s programming. That is the kind of consideration we would expect to be brought to the board—not the individual decisions as to who should be producing.
Q91 Robin Millar: How often is that reviewed and who would set that strategic approach to commissioning?
Rhodri Williams: The content committee meets four times a year and receives regular updates from the commissioning team. That is where, if there was any departure from current practice, I would expect it, one, to be discussed and, two, to be approved by the committee and by the board, but neither the committee nor the board has approved any proposal to reduce S4C’s dependence or reliance on some of the larger companies.
Q92 Robin Millar: You keep taking this back into the specifics of reduction. I am more interested in the process of governance and the periodic review, so when did the board make the last decision about strategic commissioning and when would the next one be due?
Rhodri Williams: It is an ongoing process. I would say that the content committee would receive an update from officials at those quarterly meetings. Let’s say there was a significant proposal—that we wanted to reduce our sport output, for example; although that’s not a real one, as I’m deliberately choosing something that we are probably unlikely to do. In that example, if the commissioning team were of the view, “We’re spending too much money on sport. It’s costing us too much. It doesn’t justify”—
Q93 Robin Millar: I will interrupt you, if I may—because of time—with my last question. I find that remarkable, because one of the objectives for S4C was to promote and stimulate a diverse sector, and within any commissioning exercise and strategic commissioning there is an objective, so it would be sensible to review that objective and whether it has been met. I find it remarkable that you can’t point to that: “We had a clear strategy on commissioning. We signed it off”—or not—“as a board, and we’re due to review it at some point in the future.” I find this remarkable and an omission, if I may say so.
Rhodri Williams: We do have a clear policy and it is to source our content from a diverse source of companies. During covid, we were very clearly heavily reliant on the fact that we had some large suppliers who could flex their output, who had permanent members of staff—not freelancers—who had their own resources and who could allow us to respond to the circumstances that came with covid. If we relied entirely on microbusinesses, that would not be possible. The answer is very simple, as I see it. Apologies if I haven’t made myself clear enough on this. S4C is committed to a diverse base of companies that provides the competition for ideas. That is the guarantee to high-quality content, but also, you need to ensure that the costs are kept to a realistic minimum and that there is diversity in the types of company. I can think of some companies—
Robin Millar: We are getting into market specifics. I am happy that you have actually confirmed my concern that there is not a strategy or review of that strategic commissioning. I will hand back to the Chair at this point. Thank you.
Q94 Chair: Thank you, Robin. We are coming to the end of our session, so my thanks again to you both for giving up your time and being willing to sit here and answer questions about a set of subjects that are challenging, difficult and very sensitive for all the individuals concerned.
In the absence of any further questions from colleagues, I will bring the session to a close. I have a couple of final questions, if I may. Forgive me if it feels like I am just going back over ground that we covered earlier. It is just that I want to be absolutely clear in my mind. Mr Jones, with regards to the handling of the complaint that was made against the chair, I think I heard you say earlier that you took advice from Capital Law on that.
Chris Jones: No, I do not believe I said that.
Q95 Chair: Did you take legal advice about that complaint?
Chris Jones: The honest answer is that I do not know, because it was not a complaint that was addressed to me. It was addressed, I think, to the company secretary, who took appropriate advice. I do not know whether that was from Capital Law. I do not know.
Q96 Chair: As the lead non-executive member with specific responsibility for managing tension between the chief executive and the chair, you would have presumably played a key role in the handling of that complaint.
Chris Jones: It was a complaint from a different S4C employee, not from the chief executive. It was made and treated as being made under the standard complaints procedure and was made through the company secretary, who took advice and decided what was the best process to take that forward. It was not something I saw as falling within the responsibilities of a lead non-executive director.
Q97 Chair: Were you satisfied that the course of action was the appropriate one?
Chris Jones: Yes, I think it was an appropriate way of handling the complaint and enabled the matter to be brought to a conclusion in rapid time.
Q98 Chair: That happened at the same time as Capital Law was conducting its inquiry into cultural and HR issues within the organisation.
Chris Jones: That is correct.
Q99 Chair: Did it not seem reasonable that the complaint against the chair should be treated on the same terms as other complaints that were being looked at by Capital Law? Why was that complaint not bundled into the work being done by Capital Law? Why was that treated as a separate strand of work with its own conclusion?
Chris Jones: Because it was a specific complaint from one individual about one particular incident, which therefore could be looked at on its own terms and dealt with appropriately.
Q100 Chair: And you are satisfied that that exhibited fairness in respect of how different individuals were being treated.
Chris Jones: I think so, yes, because it is very different from what Capital Law was being asked to do, which was to make open an opportunity for a general fact-finding exercise to allow people to raise all sorts of issues. Capital Law was certainly not asked to carry out an investigation of any particular complaint.
Q101 Chair: I appreciate you answering that frankly. Mr Williams, will you be seeking reappointment as chair of S4C?
Rhodri Williams: I do not think it is a matter for me to seek reappointment; it is a matter for the Secretary of State to decide whether she would like to offer me a second term.
Q102 Chair: Do you want to carry on into a second term as chair of S4C?
Rhodri Williams: I would be very happy to do so should the opportunity arise. As I said, there is a rebuilding process that will need to happen, whether I am the chair or whether it is someone else. I would certainly be willing to play a part in that and will always provide my support to S4C as an institution, regardless of whether I am reappointed as chair.
Q103 Chair: Notwithstanding your clear belief that you have acted in the best interests of the channel and in the best interests of staff and wider stakeholders, do you not think it would be in best interests—for a clean start for the channel—to move on with new leadership?
Rhodri Williams: No, to be perfectly honest. I do not think so—that is certainly not what I am told by members of staff or members of the production community. I do not think that there is any evidence that I have for that; clearly, there are people who have very strong views on the matter, but I do not share those.
Chair: Okay. Thank you very much again to you both. We really do appreciate you taking the time to talk about these issues with us. I bring the meeting to a close.