Agencies and Appointments Directive

Introduction

The Agencies and Appointments Directive is a Management Board of Cabinet directive, issued under the Management Board of Cabinet Act.

All provincial agencies are part of government and are required to comply with legislation, government directives, policies and guidelines applicable to them. They are led by government appointees and are expected to provide a high level of goods and services to the public. Short-term advisory bodies and special advisor positions provide advice or recommendations on specific subject matter.

Government appointees are individuals appointed to perform specific functions for a provincial agency or short-term advisory board or as a special advisor. The provincial government may also make appointments to other entities, as provided for in enabling legislation. All appointees are accountable to a minister. Appointees are required to perform their functions in a professional, ethical and competent manner and avoid any real or perceived conflict of interest.

Purpose

The purpose of this directive is to set out the rules and accountability framework for:

• Provincial agencies;
• Short-term advisory bodies and special advisors;
• Government appointments; and
• Remuneration.

The directive is divided into three main parts:

• Part 1 sets out the requirements for provincial agencies;
• Part 2 sets out the requirements for short-term advisory bodies and special advisors; and
• Part 3 sets out the requirements for appointments and remuneration.

Application and Scope

The application and scope are different for each of the three main parts.

Part 1: Provincial Agencies

This part of the directive applies to all ministries and provincial agencies, including their subsidiaries.

Part 1 sets out:

• Types of provincial agencies (board-governed, non-board-governed, advisory);
• Requirements for establishing, changing (e.g., mandate change), merging and dissolving provincial agencies;
• The accountability framework for provincial agencies that includes the roles of provincial agencies, responsible ministries and Treasury Board/Management Board of Cabinet (TB/MBC); and
• A risk-based approach to managing provincial agency oversight.

Part 2: Short-term Advisory Bodies and Special Advisors

This part of the directive applies to all ministries and to all people appointed or re-appointed by the government to provide advice or make recommendations to a minister or the Premier as a member of a short-term advisory body or as a special advisor.^{footnote 1[1]} Short-term advisory bodies and special advisor positions are established for a maximum of one year, except in special circumstances supported by an enhanced business case, to a maximum of three years total. Any remuneration beyond expenses for appointment to a short-term advisory body or as a special advisor must be on a per diem basis.

Part 2 sets out requirements for:

• Creation of short-term advisory bodies and special advisor positions;
• Appointment and remuneration of one or more appointees to short-term advisory bodies;
• Appointment of special advisors; and
• The accountability framework for short-term advisory bodies and special advisors.

Part 3: Government Appointments and Remuneration

This part of the directive applies to all ministries and to all persons appointed or re-appointed by the government to undertake any function on behalf of the government other than individuals referred to in Part 2 of this directive serving on short-term advisory bodies or as special advisors. This includes persons appointed by the Lieutenant Governor in Council (LGIC) or by a minister to serve on the board of a provincial agency or other entity under the authority of a ministry act or other legislation or the royal prerogative.

Part 3 sets out requirements for the appointment and remuneration of:

• All government appointees who are accountable to a minister of the Government of Ontario other than individuals referred to in Part 2 of this directive;
• All government appointees to provincial agencies; and
• All appointments made by the province to other entities where appointees are not directly accountable to a minister of the Government of Ontario (for example, a police services board, port authority).

This part does not apply to persons employed under Part III of the Public Service of Ontario Act, 2006 (PSOA) who hold a government appointment in addition to their employment except where indicated otherwise.

Administration

Decisions and Actions

There is no discretion to depart from the principles and requirements of this Directive.

All decisions should be taken carefully and documented. Decisions should be:

• able to stand up to scrutiny by auditors and members of the public;
• properly explained and documented;
• fair and equitable;
• reasonable; and
• appropriate

Operational Direction

The Secretary of Management Board of Cabinet (MBC) has the authority to issue mandatory operational policies consistent with this Directive. This is delegated authority from MBC and the rules in an operational policy carry the same weight as the rules in the Directive.

Exemption

The rules in this Directive are mandatory. A ministry must seek TB/MBC approval if, in exceptional circumstances, the ministry, or a provincial agency for which the ministry is responsible, requires an exemption from all or part of this Directive. The ministry must set out the rationale for the exemption in a business case.

The Secretary, MBC has the authority to approve exemptions from the mandatory operational policies.

Part 1 — Provincial Agencies

1.1 Executive Summary — Accountability Framework and Mandatory Requirements

The minister’s accountability for each provincial agency cannot be delegated. Certain provincial agency oversight activities, however, can be delegated to appropriate ministry officials. Consistent with this principle, TB/MBC or the minister can request risk-based reviews of any provincial agency.

TB/MBC monitoring of ministry oversight and compliance is required for all board-governed, non-board-governed and advisory agencies.

Accountability requirements are met by:

• Complying with the memorandum of understanding (MOU) or Terms of Reference (TOR);
• Meeting expectations and advancing government priorities;
• Establishing and implementing effective business plans to guide action and deliver on the agency mandate and government priorities;
• Reporting to the public on financial results and the delivery of the agency mandate through an annual report;
• Reporting and mitigating risks through risk assessment and action plans;
• Providing information and reports as requested by the responsible ministry or Treasury Board Secretariat (TBS) within the timelines provided;
• Taking corrective actions based on performance;
• Timely exchange of information on the plans, strategies, operations and administration of the agency; and
• Ensuring a collaborative partnership between the ministry and the agency.

This table summarizes the mandatory requirements for all three types of provincial agencies.

1.2 Framework and Requirements

All provincial agencies and their subsidiaries are part of government and are required to comply with legislation, government directives, policies and guidelines applicable to them.

They are led by government appointees and are expected to provide a high level of goods and services to the public. The provincial agency model allows for operational flexibility dependant on the type of agency.

1.3 Principles

Provincial agency operations are guided by key principles:

1. Accountability: Provincial agencies deliver public services and are accountable to the government through the responsible minister. In delivering on their mandate, provincial agencies balance operational flexibility with the minister’s accountability for the provincial agency to Cabinet, the Legislative Assembly and the people of Ontario. Accountability of the minister for each provincial agency cannot be delegated.         
   
   Every provincial agency complies with all applicable legislation and Ontario Public Service (OPS) directives and policies. Further, agencies ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations. This includes applicable legislation and directives related to procurement.
2. Responsiveness: Provincial agencies align their mandate and operations with government priorities and direction. Open and consistent communication between provincial agencies and their responsible ministry helps ensure that government priorities and direction are clearly understood and helps to manage risks or issues as they arise. Provincial agencies deliver a high standard of public service that meets the needs of the population that they serve.
3. Efficiency: Provincial agencies use public resources efficiently and effectively to carry out their mandates, as established by their respective constituting instruments. They operate in a cost-effective manner, and pursue efficiencies throughout the agency’s service delivery and administration.
4. Sustainability: Provincial agencies operate in a way so that their current form is sustainable over the long-term while delivering a high standard of service to the public.
5. Transparency: Good governance and accountability practices for provincial agencies are complemented by transparency in the form of public posting of governance and accountability documents including the business plan, annual report, MOU and expenses information.
6. For provincial agencies with adjudicative and regulatory responsibilities, impartial decision-making is the paramount requirement.

1.4 Characteristics of a Provincial Agency

A provincial agency has the following characteristics:

• Established by government through a constituting instrument (under or by statute, Order in Council (OIC) or regulation);
• Accountable to a minister for fulfilling its legislative obligations, the management of the resources it uses, and its standards for any services it provides;
• Majority of its appointments are made by the provincial government;
• Part of the Government of Ontario but is not organizationally part of a ministry; and
• Has authority and responsibility, granted by the government, to perform an ongoing public function or service that involves adjudicative or regulatory decision-making, operational activity, or an advisory function.

1.5 Types of Provincial Agencies

There are three types of provincial agencies:

• Board-governed agencies;
• Non-board-governed agencies (adjudicative tribunals and regulatory agencies and other non-board-governed agencies); and
• Advisory agencies.

1.5.1 Board-Governed Agencies

This type of provincial agency is characterised by the authority to make operating decisions. The board of directors is therefore a governing board.

These provincial agencies have the financial and operating authority to carry on a business and conduct operations in support of their mandates and provincial government priorities. The board of directors of the provincial agency is accountable to the minister for the achievement of its mandate and government priorities, and the chair is the board’s representative to the minister.

Many of these provincial agencies hire their own staff within their own human resource (HR) framework and do not rely on ministries for these functions.

However, all agencies and their subsidiaries are part of government and are required to comply with legislation, government directives, policies and guidelines applicable to them. Further, agencies may be required to ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations. This would also include applicable legislation and directives related to procurement.

Appointees are required to exercise a duty of care for their provincial agencies, which requires them to act honestly, in good faith, and in the best interest of the provincial agency.

A board-governed provincial agency performs one of the following four functions:

Operational Enterprise

• Sells goods or services to the public in a commercial manner (including, but not necessarily, in competition with the private sector).
• Receives revenues from its commercial activities; however, it may also receive some funding from the Consolidated Revenue Fund.

Operational Service

• Delivers goods or services to the public, usually with no or minimal fees.
• Principally funded out of the Consolidated Revenue Fund.

Trust

• Administers funds and/or other assets for beneficiaries named under statute. The funds and/or other assets are administered by a trust agency for named beneficiaries (that is, the funds and/or other assets do not belong to the government).
• Is fully responsible for its operations.
• Is not funded out of the Consolidated Revenue Fund.

Regulatory (with governing board)

• Is authorized to make independent decisions for a designated sector that include inspections, investigations, prosecutions, certifications, licensing and rate-setting. The decisions may limit, promote or correct the conduct, practice, obligations, rights and responsibilities of an individual, business or corporate body.
• Is self-funding.

Note: many regulatory agencies do not have a governing board.

1.5.2 Non-Board-Governed Agencies (adjudicative tribunals, regulatory agencies without governing boards)

The main characteristic of non-board-governed agencies is the lack of authority to make their own operational decisions. Ministries must provide the operational support for these provincial agencies. Agencies must follow all government directives, policies and guidelines, including those for human resources. This would also include applicable legislation and directives related to procurement.

Adjudicative Tribunals

• These tribunals independently and impartially make binding decisions to resolve disputes regarding the obligations, rights and responsibilities of an individual, business or corporate body under existing policies, regulations and statutes.
• Appointees need experience, knowledge or training in the subject matter dealt with by the tribunal and on adjudicative practices and are appointed in accordance with a competitive merit-based process.
• Chairs and vice chairs have provincial agency governance responsibilities.
• All appointees may serve as adjudicators.
• Tribunals are administratively supported by the ministry and do not have powers of their own to conduct human resources functions under non-OPS requirements.
• Tribunals are principally funded out of the Consolidated Revenue Fund.
• Fees are set in accordance with statutory or other requirements.
• Adjudicative tribunals are also governed by the Adjudicative Tribunals Accountability, Governance and Appointments Act (ATAGAA), when prescribed and must comply with the provisions of both the legislation and this directive.

Regulatory Agencies (without governing boards)

• These agencies make independent decisions for their respective sectors that include inspections, investigations, prosecutions, certifications, licensing and rate-setting.
• Appointees do not form a governing board and are administratively supported by the ministry.
• Their decisions may limit, promote or correct the conduct, practice, obligations, rights and responsibilities of an individual, business or corporate body.
• Chairs and vice chairs have provincial agency governance responsibilities.
• All appointees may serve as regulators.
• The provincial regulatory agency is principally funded out of the Consolidated Revenue Fund.
• Fees are set in accordance with statutory or other requirements.

1.5.3 Advisory Agencies

Advisory agencies provide specific advice to a minister or the Premier. Advisory agencies are composed of one or more individuals appointed by the government. These provincial agencies are established for more than three years.

Advisory agencies’ administrative functions are carried out by the responsible ministry. These provincial agencies are created solely for the purpose of providing advice or recommendations as specified in their TOR.

1.6 Accountability Framework for Provincial Agencies

Provincial agencies are part of government and have the following accountability framework.

Accountability of the minister for each provincial agency cannot be delegated. Certain provincial agency oversight activities, however, can be delegated to appropriate ministry officials. Risk-based reviews of any provincial agency can be requested by TB/MBC or the minister.

TB/MBC will monitor ministry oversight and compliance for all board-governed, non-board-governed and advisory agencies.

Accountability requirements are met by:

• Complying with the MOU or TOR;
• Meeting expectations and advancing government priorities;
• Establishing effective business plans to guide action and deliver on the agency mandate and government priorities;
• Reporting to the public on financial results and the delivery of the agency mandate through an annual report;
• Mitigating and reporting risks through risk assessment and action plans;
• Providing information/reports as requested by the responsible ministry or TBS within the timelines provided;
• Taking corrective actions based on performance;
• Timely exchange of information on the plans, strategies, operations and administration of the agency; and
• Ensuring a collaborative partnership between the ministry and the agency.

1.7 Risk-Based Management and Accountability

The Government of Ontario uses a risk-based approach to manage provincial agencies. Consequently, provincial agencies are required to employ a risk framework when making operational decisions (including but not limited to financial and information technology decisions). Provincial agencies are responsible for ensuring that funds and assets are used effectively and efficiently and are used for the intended purpose.

Risk-based management practices enable establishment of the optimum level of oversight, control and discipline enabling ministries and provincial agencies to manage risk in changing environments and help provide the proper level of assessment.

Risk management helps ministries and provincial agencies identify risks, assess exposures and develop appropriate action plans to help ensure provincial agencies meet business objectives.

The higher the potential risk posed by a provincial agency, including the degree of public interest and obligation of financial management, the greater the need for oversight.

1.7.1 Artificial Intelligence (AI) Risk Management

The Responsible Use of Artificial Intelligence (AI) Directive sets out the requirements for the transparent, responsible and accountable use of AI, and applies to all provincial agencies.

Agencies must apply the requirements set out in Section 6.3 (Application to Provincial Agencies) of the Responsible Use of AI Directive.

Requirements set for provincial agencies by the Responsible Use of AI Directive include engaging in AI risk management, publicly disclosing use of AI, reporting AI use to their ministry and providing an accessible avenue for the public to seek more information about AI use in certain circumstances.

See the Responsible Use of Artificial Intelligence Directive for further details.

1.8 Establishing, Changing, Merging, and Dissolving Provincial Agencies

The establishment or dissolution of all provincial agencies and any significant change (e.g., mandate change) to existing provincial agencies requires TB/MBC review and approval. A TB/MBC submission is also required to establish subsidiaries of existing provincial agencies or to acquire a controlling interest in an existing provincial agency. Note that any government directives that apply to a provincial agency also apply to subsidiaries of that provincial agency.

Mandatory requirements for establishing and making significant changes (e.g., mandate change) to provincial agencies are as follows:

• Business case;
• Draft or copy of the constituting instrument;
• Draft MOU meeting this directive’s requirements (not applicable for dissolution of an agency); and
• Agency name and unique visual identifier (if applicable).

In advance of preparing their TB/MBC submission, ministries must determine the appropriateness (e.g., alignment with agency type, mandate) of including a sunset clause in the agency’s constituting instrument. If a sunset clause is not included in an agency’s constituting instrument, ministries are required to report to TB/MBC as part of a mandate review or within five years of agency establishment on whether the agency should continue to exist in its current form or if a sunset clause should be added to wind down the agency.

Changes to provincial agencies that require TB/MBC approval include but are not limited to proposals to:

• Merge;
• Expand or amend the mandate, as per the objects within the constituting instrument;
• Change the name and unique visual identifier;
• Change the board composition;
• Change the powers and authority
• Change the governance and accountability framework.

Mandatory requirements for dissolving an agency are as follows:

• Business case including a detailed implementation plan on how any potential labour or service impacts will be mitigated;
• Proposed plan to repeal the constituting instrument, as required; and
• Risk management plan.

See the AAD Operational Policy and the Agency Establishment Guide for further details.

1.9 Details of Mandatory Requirements

1.9.1 Memorandum of Understanding (MOU)

This section applies to:

• Board-governed agencies; and
• Non-board-governed agencies.

An MOU is a governance document setting out key accountabilities of the ministry and agency including the roles and responsibilities of the minister and deputy minister of the ministry and the chairperson, board members and CEO of the agency. It sets out many key reporting requirements including communications.

The MOU must be reviewed and signed by the responsible minister and chair within four months of their appointment. The MOU must also be acknowledged and signed by the deputy minister and CEO (or equivalent) within four months of their appointment.

Ministries must use the TB/MBC-approved template. Proposed changes to the template require TB/MBC approval.

For adjudicative tribunals prescribed under ATAGAA, MOUs must contain the information required under the Act.

Approvals

An initial draft MOU must be included in the TB/MBC submission to establish the agency, and approved by TB/MBC when the provincial agency is established.

An MOU must be signed no later than three months from receiving TB/MBC approval, or for a new provincial agency, no later than three months from its operational functioning. A copy of the signed MOU must be made available to the public on a government or provincial agency website no later than 30 calendar days from the minister’s signature.

Upon a change in one of the signatories, the newly appointed individual must review and sign the MOU no later than four months from the new appointment.

Ministries must use the TB/MBC-approved template. Proposed changes to the template require TB/MBC approval.

Statutory Requirements

Provincial agencies must comply with all statutory requirements. There are a number of statutes which require provincial agencies to be prescribed in regulations in order for the statutes to apply to them. These statutes may include the PSOA, ATAGAA, and the Freedom of Information and Protection of Privacy Act.

There are also statutes that impose specific requirements without agencies having to be specifically prescribed in order for the requirements to apply. These acts include the Financial Administration Act, Accessibility for Ontarians with Disabilities Act, 2005, and the French Language Services Act.

Applicability of Government Directives to Provincial Agencies

All agencies and their subsidiaries are part of government and are required to comply with applicable government directives, policies and guidelines. Every government directive and policy includes an application section that sets out the government organizations that are required to comply with the direction. Most government direction applies to all provincial agencies. If an agency has been designated as a Commission public body, then all human resources direction, including Public Service Commission directives, also apply.

Further, agencies may be required to ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations. This would also include applicable legislation and directives related to procurement.

Transfer Payment Accountability

Provincial agencies that have the authority to provide transfer payment funding must comply with the Transfer Payment Accountability Directive and other applicable transfer payment rules.

Realty Direction

Provincial agencies must ensure they operate in accordance with the MBC Realty Directive. Appendix B of the Realty Directive sets out the Mandatory Office Space Standards and Office Space Planning Practices that must be complied with when acquiring space for accommodation and program purposes.

All lease agreements for provincial agencies without realty authority are under the administration and control of the Minister of Infrastructure. Ministries must consult with the Ministry of Infrastructure (MOI) Realty Division prior to the establishment of any new agencies with regards to their proposed realty authority to acquire and/or manage and/or dispose of realty. This is in keeping with the Centralization of Broader Real Estate Authority (CBREA) Initiative which explores opportunities in the long-term for the government to centralize broader real estate authority and decision making for provincial entities into MOI to optimize government decision-making capacity and ensure alignment with enterprise-wide objectives.

OPS Procurement Directive

Provincial agencies must comply with the OPS Procurement Directive. Ministries are responsible for setting out the nature of the application, which is done at the time the agency is established and is included in the MOU. The ministry can require that the OPS Procurement Directive apply in full, the same as it applies to a ministry; or that the agency be considered an “Other Included Entity” under the OPS Procurement Directive and then the Directive applies in part. As an Other Included Entity, the agency must establish their own procurement policy and approvals framework using the parameters set out in the OPS Procurement Directive.

TB/MBC approval is required for the designation of an agency as an “Other Included Entity”.

Directives Applying to Adjudicative Tribunals and Regulatory Agencies Without Governing Boards

All government directives apply to adjudicative tribunals and regulatory agencies without governing boards, as these tribunals and agencies are administered by ministries, and ministries are subject to all directives.

Further Guidance on Applicable Directives

For more information on the application of government directives and policies, see the InsideOPS Directives and Policies page, and the AAD Operational Policy.

For information on setting out the application of corporate directives in the MOU, see the Guide to Developing a Memorandum of Understanding for Provincial Agencies and the MOU Templates.

1.9.2 Annual Letter of Direction

This section applies to board-governed agencies.

Ministers must provide each board-governed agency in their portfolio with an annual letter of direction. The annual letter of direction provided to the agency’s chair sets out the government’s priorities for the agency sector and the minister’s broad expectations with respect to service and performance for the coming fiscal year. Ministers may also issue additional letters of direction to the agency throughout the fiscal year.

The annual letter of direction should set out high-level, achievable expectations that are consistent with the agency’s legislative mandate and/or constituting instrument. These expectations are to be addressed in the agency’s business plan and progress against these priorities are to be reported in the annual report.

To support ministries, TBS will provide a list of government priorities for the agency sector by September 1 of each year. These priorities must be included in the annual letter of direction, in addition to the agency-specific expectations identified by the minister.

Agency boards must ensure they fulfil the government’s priorities and minister’s expectations set out in the annual letter of direction in establishing and approving the goals, objectives, and strategic direction for the agency.

Ministries may be asked by TBS and Cabinet Office to share letters prior to release (see the AAD Operational Policy for more information). Ministries must deliver the annual letter of direction in time for it to inform the drafting of the annual business plan, no later than 180 calendar days prior to the start of the agency’s next fiscal year.

Annual letters of direction must be made available to the public on a government or provincial agency website at the same time as the agency’s business plan.

1.9.3 Business Plans for Board-Governed Agencies

All provincial agencies with governing boards must submit a draft annual business plan to the ministry’s chief administrative officer or designated lead executive no later than 90 calendar days prior to the beginning of the agency’s fiscal year. Additional details are set out in the AAD Operational Policy.

Ministry staff will review the draft business plan and provide the agency with feedback including any missing requirements to be addressed.

The board-approved business plan must be submitted to the responsible minister for approval no later than 30 calendar days prior to the beginning of the provincial agency’s fiscal year.

The minister must approve or provide suggested changes to the business plan no later than 30 calendar days from the minister’s receipt of the plan. In certain circumstances, minister approval may be given to only certain portions of a business plan as submitted by an agency.

All business plans are to be submitted for the responsible minister’s signature and are only to be considered valid after the minister has approved the plan and the approval has been documented in writing. A business plan is for a three-year period or longer and is prepared every year, unless otherwise specified by TB/MBC or legislation. The provincial agency is required to make the business plan available to the public on a government or provincial agency website no later than 30 calendar days from minister approval of the plan.

All business plans for provincial agencies with governing boards must contain the required elements set out in the AAD Operational Policy.

The business plan must demonstrate the agency’s plans in fulfilling the government priorities set out in the annual letter of direction.

When the business plan is submitted to the minister for approval, an attestation memo from the agency chair must also be submitted that details how the agency plans to achieve each government priority. Additional details are set out in the AAD Operational Policy.

When a provincial agency has subsidiaries, the business plan for the subsidiary must meet the same requirements as for an agency as set out in the AAD Operational Policy.

See Guide to Developing Business Plans for further details.

1.9.4 Business Plans for Non-Board-Governed Agencies

All non-board-governed agencies must submit a draft annual business plan to the ministry’s chief administrative officer no later than 90 calendar days prior to the beginning of the agency’s fiscal year. Additional details are set out in the AAD Operational Policy.

Ministry staff will review the draft business plan and provide the agency with feedback including any missing requirements to be addressed.

The chair-approved business plan must be submitted to the responsible minister for approval no later than 30 calendar days prior to the beginning of the provincial agency’s fiscal year. The minister must approve or provide suggested changes to the business plan no later than 30 calendar days from the minister’s receipt of the report. In certain circumstances, minister approval may be given to only certain portions of a business plan as submitted by an agency.

All business plans are to be submitted for the responsible minister’s signature and are only to be considered valid after the minister has approved the plan and the approval has been documented in writing. A business plan is drafted for a minimum three-year period, unless otherwise specified by TB/MBC or legislation, and is prepared every year.

All business plans must contain the required elements set out in the AAD Operational Policy.

These requirements are consistent with requirements under ATAGAA.

See Guide to Developing Business Plans for Provincial Agencies for further details.

1.9.5 Mandate Reviews

This section applies to all provincial agencies.

Reviews of the mandates of any provincial agency under this directive must be completed at least every six years. Prescribed adjudicative tribunals must comply with the review requirements under ATAGAA (also every six years).

A provincial agency’s mandate sets out the parameters within which it may perform its responsibilities or provide services.

The mandate is set out in a constituting instrument and reiterated within the MOU. The depth and complexity for each mandate review will vary depending on the structure and complexity of the provincial agency being reviewed. Regardless of overall complexity, all mandate reviews must address:

1. Whether the provincial agency is carrying out the activities and operations that represent its mandate;
2. Whether, and the extent to which, the mandate continues to be relevant to the goals and priorities of the Government of Ontario;
3. Whether or not a sunset clause should be added to the constituting instrument;
4. Whether all or part of the functions of the provincial agency are best performed by the provincial agency, or whether they might be better performed by a ministry, another provincial agency or another entity;
5. Whether there are short-term and long-term opportunities to enable efficiencies;
6. Whether maintaining the agency in its current form is sustainable over the long-term; and
7. Any other matter specified either in a directive or at the direction of TB/MBC.

Mandate reviews are not value-for-money audits, do not replace those audits and do not replace financial or other audits that may be required of a provincial agency. Ministries must ensure that all mandate reviews are conducted in a manner that ensures objectivity.

When determining scheduling for mandate reviews, ministries must consider the following:

• Results of risk assessment evaluations;
• Recent change of government/ministry policy direction that directly relates to an agency;
• Potential groupings of like provincial agencies with like mandates;
• Timing for any legislative or other requirements for mandate reviews;
• TB/MBC direction; and
• Any other relevant criteria.

When a provincial agency has subsidiaries, the mandate review must also include each subsidiary.

The results of each mandate review will be reported to TB/MBC for approval. These results will inform TB/MBC decision-making relating to whether the provincial agency continues to be the best means for delivery of the services captured under its mandate. TB/MBC could decide to maintain, dissolve, change or improve effectiveness of a provincial agency, and some of those decisions might require consequential legislative amendments in order to implement.

See Guide to Provincial Agency Mandate Reviews for further details.

1.9.6 Risk Assessment Evaluation and Reporting

This section applies to:

• Board-governed agencies; and
• Non-board-governed agencies.

Ministers and ministries are accountable for working with their provincial agencies to ensure effective management of risks.

The purpose of agency risk assessments and high risk reporting to TB/MBC is to identify any high risks for provincial agencies and the action plans in place to address those risks. On the basis of the risk assessments, TB/MBC may require further information about the agency from the ministry or direct the ministry to take corrective action. On the basis of compliance with this directive provided by the ministry, TB/MBC may also direct the ministry to take action, including providing a timetable for achieving compliance or to report back within a specified period of time confirming that compliance has been achieved.

See the Enterprise Risk Management (ERM) Directive and operational policies related to the ERM Directive.

The following are the requirements for risk assessments (see also the ERM Directive):

Agencies must:

• Identify and assess risks (including risks relating to AI use, required by the Responsible Use of Artificial Intelligence Directive) and put in place appropriate risk management action plans;
• Keep a record of the risk assessments and action plans;
• Provide ministries with an annual risk assessment and action plans with mitigating strategies including any necessary supporting information and analysis as required by the Office of the Chief Risk Officer to support tabling of ERM reports to TB/MBC to enable decision-making; and
• Update ministries on a quarterly basis on high risks.

Ministries must:

• Actively evaluate provincial agency risks on an annual basis and update high risks on a quarterly basis; and
• Report to TBS as required by the Officer of the Chief Risk Officer on all agency high risks including a description of each high risk, the reasons it is a high risk, what action plan is in place to manage the risk and any other ministry assessment information.

The risk-based approach must include an assessment and analysis of financial/fiscal implications as well as appropriate mitigation strategies.

See Guide to the Risk-Based Approach and Risk Reporting under the AAD for further details.

1.9.7 Risk Assessment Evaluations for Advisory Agencies

Ministers and ministries are accountable for working with their provincial agencies to ensure effective management of provincial agency risks.

The following are requirements for risk assessments for advisory agencies.

Ministries must:

• Identify and assess risks and put in place appropriate risk management action plans; and
• Keep a record of the risk assessments and action plans.

The risk-based approach must include an assessment and analysis of any financial/fiscal implications as well as appropriate mitigation strategies.

See Guide to the Risk-Based Approach and Risk Reporting under the AAD for further details.

1.9.8 Cyber Security

This section applies to board-governed and non-board-governed agencies.

Agencies are responsible and accountable for the ownership and management of cyber security risks and related impacts within their organization. Agencies must ensure adequate systems, protocols and procedures are established and maintained to ensure cyber resilience, recovery and maturity. An agency’s cyber security practices and protocols should be regularly reviewed and updated to address new and emerging cyber security threats.

Agencies should align with any applicable policies and standards issued by the OPS, such as the Government of Ontario Information Technology Standards (GO-ITS) 25.0 and any other relevant GO-ITS standards, Corporate Policy on Information Sensitivity Classification, Corporate Policy on Cyber Security and Cyber Risk Management, Governance and Management of Information and Data Assets Directive, Governance and Management of Information Technology Directive.

See Ontario’s Cyber Security Centre of Excellence for further information and resources.

1.9.9 Annual Reports

When creating and distributing annual reports, agencies and ministries must use digital formats and channels for distribution unless otherwise required (e.g., directive, legislation).

Annual Reports for Board-Governed Provincial Agencies

All board-governed agencies under this directive must prepare an annual report for submission to the ministry and submit their annual report to the minister no later than 120 calendar days from the provincial agency’s fiscal year-end when the auditor of record is not the Auditor General. When the Auditor General is the auditor of record, the agency must submit its annual report to the ministry no later than 90 calendar days from completing the financial audit.

Ministry staff shall review the annual report prior to submission to the minister and identify any missing requirements to be addressed. Additional details are set out in the AAD Operational Policy.

Ministers must approve an agency’s annual report no later than 60 calendar days from the ministry’s receipt of the report from the agency. Ministerial approval indicates agreement that the annual report meets the form and content requirements as specified in the directive and any agency-specific content as required by the relevant minister or applicable legislation.

In addition, annual reports must be tabled in the Legislative Assembly and then be posted on a provincial agency or government website no later than 30 calendar days from minister’s approval (when the Legislative Assembly is not sitting, the ministry will file the report with the Clerk’s Office).

The annual report must contain the required elements set out in the AAD Operational Policy.

The annual report must demonstrate how the agency has fulfilled the government priorities set out in the annual letter of direction.

When the annual report is submitted to the minister for approval, an attestation memo from the agency chair must also be submitted that details how the agency has achieved each government priority. Additional details are set out in the AAD Operational Policy.

When a provincial agency has subsidiaries, the annual report for the subsidiary must meet the same requirements as for an agency as set out in the AAD Operational Policy.

Annual Reports for Non-Board-Governed Provincial Agencies

A non-board-governed agency must submit an annual report to the ministry no later than 90 calendar days after the end of the provincial agency’s fiscal year end. Ministry staff shall review the annual report and confirm that all requirements are met prior to submission to the minister. Additional details are set out in the AAD Operational Policy.

Ministers must approve an agency’s annual report no later than 60 calendar days from the ministry’s receipt of the report from the agency. Ministerial approval indicates agreement that the annual report meets the form and content requirements as specified in the directive and any agency-specific content as required by the relevant minister or applicable legislation.

The annual report must be tabled in the Legislative Assembly and then posted on a provincial agency or government website no later than 30 calendar days from minister’s approval (when the Legislative Assembly is not sitting, the ministry will file the report with the Clerk’s Office).

The annual report must contain the required elements set out in the AAD Operational Policy.

For adjudicative tribunals, these requirements are consistent with ATAGAA’s requirements.

See Guide to Developing Annual Reports for Provincial Agencies for further details.

1.9.10 Certificate of Assurance (CoA)

This section applies to:

• Board-governed agencies; and
• Non-board-governed agencies.

Board-Governed Agencies

Deputy ministers are required to sign and submit an annual attestation, to the best of their knowledge and ability, indicating that the provincial agencies that are a responsibility of their ministry have maintained an effective system of internal controls.

The chair of a board-governed agency must send an attestation to the responsible minister, in alignment with the Office of the Provincial Controller Division (OPCD)’s CoA instructions, confirming that the agency has maintained an effective system of internal controls:

1. To provide reasonable assurance regarding the reliability of financial reporting; compliance with applicable financial legislation, regulations, directives, and policies; and, the effectiveness of operations related to financial performance and safeguarding assets against loss.
2. To identify and respond to the risk of fraud, and report all alleged, suspected and confirmed fraud.

To support the chair, the CEO of the agency should attest to the chair that the provincial agency is in compliance with mandatory requirements.

The letter from the chair confirming compliance will be used by the deputy minister to provide assurance to the OPCD of the provincial agency’s compliance with mandatory requirements.

The CEO and the deputy minister or an approved delegate should meet regularly and as required to discuss CoA exceptions and fraud instances and their related action plans in alignment with the OPS Fraud Management Policy.

Non-Board-Governed Agencies

Non-board-governed agencies must submit CoA (including fraud) attestations in accordance with their reporting ministry’s cascading CoA process.

1.9.11 Public Posting

This section applies to:

• Board-governed agencies; and
• Non-board-governed agencies.

The requirement of public posting of governance documents will fulfil the government’s objective to increase transparency. The documents should not disclose personal information or other confidential information consistent with the requirements of the Freedom of Information and Protection of Privacy Act (FIPPA).

Provincial agencies are required to post the following documents on a government or provincial agency website:

• Memorandum of understanding
• Annual letter of direction (board-governed agencies)
• Business plan
• Annual report

MOUs and business plans must be made available to the public on a government or provincial agency website no later than 30 calendar days from minister’s approval. Annual letters of direction must be made available to the public on a government or provincial agency website at the same time as the agency’s business plan.

Annual reports must be made available to the public on a government or provincial agency website after the report has been tabled in the Legislature and no later than 30 calendar days from minister’s approval.

Note: For agencies included in the province’s consolidated financial statements, final and audited financial statements must be made available on a government or provincial agency website. These must be made available at a date no later than 150 days after the fiscal year end or an earlier date issued by the OPCD for the reporting year.

Posted documents, particularly business plans should not disclose:

• Personal information;
• Sensitive employment and labour relations information;
• Solicitor-client privileged information;
• Cabinet confidential information;
• Trade secrets or scientific information, technical, commercial, financial or labour relations information of third parties supplied in confidence;
• Information that would prejudice the financial or commercial interests of the provincial agency in the marketplace; and
• Information that would otherwise pose a risk to the security of the facilities and/or operations of the provincial agency.

Posted documents must also adhere to Accessibility for Ontarians with Disabilities Act, 2005, and French Language Services Act requirements.

Adjudicative tribunals prescribed under ATAGAA are legislatively required to make their MOU, business plan and annual report publicly available.

1.9.12 Audits

This section applies to:

• Board-governed agencies; and
• Non-board-governed agencies.

Financial Audits

In order to further financial accountability, all provincial agencies are subject to an external financial statement audit when the provincial agency has any of the following attributes:

• Holds capital assets;
• Incurs financial liabilities or other commitments, such as borrowing or lending;
• Enters into commitments with third parties; or
• Has revenues and/or expenditures that are material to government operations.

External financial statement audits are to be performed by:

• The Auditor General of Ontario; or
• An accredited external audit firm chosen by tender by the provincial agency’s governing board.

For agencies which are to be included in the province’s consolidated financial statements, information must be submitted by agencies to ministries for the preparation and audit of the Province’s Public Accounts within the timelines, and in the format, established each year in the Public Accounts Instructions issued by the OPCD.

When provincial agencies are subject to an annual financial statement audit, the annual report will include its audited financial statements.

Auditor General

At any time, a provincial agency under this directive can be subject to periodic review and a Value-for-Money audit by the Auditor General of Ontario, under the Auditor General Act. In some cases, the Auditor General is the auditor of record for a provincial agency.

Internal/Other Audits

A provincial agency can request and/or must accept the provision of internal audit services by the Ontario Internal Audit Division in accordance with the Internal Audit Directive, including approval by the Audit and Accountability Committee.

Under the Financial Administration Act, the Minister of Finance or President of the Treasury Board may also request an audit.

Regardless of any previous or annual external audit, the minister or the chair (on behalf of the board of directors) may direct that the agency be audited.

A provincial agency will share all engagement reports (including those prepared by their own internal audit function and/or those reported to the agency’s chair) with their respective minister and deputy minister (and when requested, with the President of the Treasury Board). The provincial agency will also advise the respective minister and deputy minister annually, at minimum, on any outstanding recommendations/issues.

A provincial agency will share its approved audit plan with their respective minister and deputy minister (and when requested, with the President of the Treasury Board) to support understanding of agency risks.

The provincial agency’s chair, other appointees to the provincial agency, as well as staff of the provincial agency and ministry are to co-operate in any audit of the provincial agency.

1.9.13 Communications

The TB/MBC-approved MOU template includes a communications protocol that must be used by the ministry and agency. TB/MBC and Cabinet Office Communications approval is required for any amendments to the protocol.

1.9.14 Human Resources and Compensation

This section applies to board-governed and non-board-governed agencies.

Provincial agencies have the financial and operating authority to carry on a business and conduct operations in support of their mandates. Many of these provincial agencies have the authority to hire their own staff within their own HR framework and do not rely on ministries for these functions. However, all agencies are part of government and are required to comply with legislation, government directives, policies and guidelines applicable to them. Further, agencies may be required to ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations. Non-board-governed agencies are administratively part of the ministry and must follow all OPS and HR directives.

Board-governed and non-board-governed agencies must report to TBS on workforce and operational data as requested by TBS. Additional details are set out in the AAD Operational Policy.

1.9.15 Designated Executives

The agency shall provide total compensation to its designated executives, including the CEO, in accordance with the legislation, directives, policies and guidelines applicable to them. All newly established agencies are required to have an executive compensation plan approved by the President of the Treasury Board.

1.9.16 Mandatory Requirements During the Writ Period

This section applies to:

• Board-governed agencies;
• Non-board-governed agencies; and
• Advisory agencies.

During the election “writ” period when the legislature is dissolved, compliance timelines cannot always be achieved because the government is functioning in a custodial manner. TBS will inform agencies through ministries of their compliance obligations during the writ period.

1.9.17 Diversity and Inclusion

The provincial agency, through the chair on behalf of the board of directors, must acknowledge the importance of promoting an equitable, inclusive, accessible, anti-racist and diverse workplace within the agency.

The chair, on behalf of the board of directors, must support a diverse and inclusive workplace within the agency by:

• Developing and encouraging diversity and inclusion initiatives to promote an inclusive environment free of workplace discrimination and harassment; and
• Adopting an inclusive process to ensure all voices are heard.

The chair, on behalf of the board of directors, is responsible for ensuring that the agency operates in accordance with the Human Rights Code, Accessibility for Ontarians with Disabilities Act, 2005, French Language Services Act, and Pay Equity Act.

1.10 Details of Roles and Responsibilities

1.10.1 Roles and Responsibilities for Board-Governed Provincial Agencies and their Responsible Ministries

Note that all the powers listed here are not granted to all provincial agencies, unless they are required for the fulfillment of their mandates under the constituting instrument.

Minister

The minister is accountable to Cabinet and the Legislature, representing the public.

Responsibilities:

• Reporting/responding, within prescribed timelines, to the Legislature and Cabinet on agency affairs, performance and compliance;
• Recommending establishment of new provincial agencies, changes in mandate and/or powers and public appointments for existing provincial agencies;
• Meeting with the chair at least quarterly* on:
  • government and ministry priorities for the agency;
  • agency, board, chair and CEO performance;
  • emerging issues and opportunities;
  • agency high risks and action plans including direction on corrective action, as required;
  • agency business plan and capital priorities;
• Setting expectations for the agency in an annual letter of direction on government priorities;
• Providing further or amended direction by way of a letter of direction;
• Recommending application of the Procurement Directive;
• Reviewing and signing a new MOU no later than four months upon appointment;
• Reviewing and approving the agency’s governance and accountability documents (i.e., MOU, business plan, annual report); and
• Additional responsibilities as outlined in the agency’s MOU.

* See the AAD Operational Policy for further details on quarterly meetings.

Deputy Minister

The deputy minister reports to the Secretary of the Cabinet and is responsible for supporting the minister in the effective oversight of provincial agencies.

Deputy minister responsibilities may be fulfilled by a delegate approved by the Secretary of Cabinet.

Responsibilities:

• Advising, supporting and assisting the minister regarding the minister's oversight responsibilities for the provincial agency;
• Meeting with the agency’s CEO or equivalent at least quarterly on matters of mutual importance including:
  • emerging issues and opportunities;
  • government priorities and progress on annual letter of direction;
  • agency business plan and results;
  • agency high risks, the action plan and advice on corrective action as required;
• Meeting with the agency’s CEO or equivalent regularly and as required to discuss CoA exceptions and fraud instances and their related action plans;
• Providing supporting and background information for the minister’s quarterly meetings with the chair;
• Providing regular feedback to the minister on the performance of the agency;
• Providing annual feedback on the performance of the agency and CEO to the chair;
• Advising the minister on the requirements of the AAD and on documents submitted by the agency for minister review and approval and ensuring governance documents (i.e., MOU, business plan, annual report), adhere to the directive;
• Supporting ministers and minister’s offices in monitoring and tracking upcoming and existing vacancies on boards, particularly where there is a legislated minimum number of members and to maintain quorum;
• Reviewing and signing a new MOU no later than four months upon appointment;
• Reviewing the agencies’ risk assessment and action plan on an annual basis and providing input to the minister on agency high risks, the action plan and direction on corrective action, as required;
• Requesting information and data as needed to fulfill obligations under the directive;
• Monitoring the agency on behalf of the minister while respecting the agency’s authority, and providing advice and support to the CEO as appropriate;
• Working with the CEO to address any issue that may arise;
• Identifying needs for corrective action where warranted, and recommending to the minister ways of resolving any issues that might arise from time to time;
• Informing the CEO in writing of new government directives and any exceptions to, or exemptions (in whole or in part) from directives, government policies, or ministry administrative policies;
• Reporting/responding, within prescribed timelines, to TBS on compliance tracking; and
• Additional responsibilities as outlined in the agency’s MOU.

Chair

The chair is accountable to the minister for the mandate and conduct of the provincial agency.

Responsibilities:

• Providing leadership to the provincial agency board and staff, including but not limited to chairing board meetings, and fulfilling role as ethics executive;
• Meeting with the minister at least quarterly* on:
  • government and ministry priorities for the agency;
  • agency, board and CEO performance;
  • emerging issues and opportunities;
  • agency high risks and action plans including direction on corrective action, as required;
  • agency business plan and capital priorities;
• Ensuring the agency is fulfilling the government’s priorities and expectations from the annual letter of direction, and working with the minister on performance measures for the agency;
• Reviewing the performance of the CEO in consultation with the board of directors and deputy minister annually;
• Reviewing and signing a new MOU no later than four months upon appointment;
• Ensuring compliance with legislative and TB/MBC policy obligations, including but not limited to, all obligations regarding business plans and annual reports;
• Sending attestations to the minister, in alignment with the OPCD’s CoA instructions;
• Utilizing the agency’s skills matrix to advise the minister of any competency skills gaps on the board and provide recommendations for recruitment strategies, appointments, or re-appointments as needed, including advising the minister on appointee attendance and performance;
• Consulting with the minister in advance regarding any activity which may have an impact on the government and ministry’s policies, directives or procedures, or on the agency’s mandate, powers or responsibilities as set out in the agency’s constituting instrument;
• Establishing and implementing artificial intelligence (AI) risk management in alignment with the principles of the Responsible Use of AI Directive and requirements in section 6.3, ensuring that they fulfill the role outlined for “Provincial Agency Heads or Equivalent” in the Responsible Use of AI Directive;
• Ensuring that the agency operates within its approved budget allocation in fulfilling its mandate (if applicable), and that public funds are used for the purpose intended with integrity and honesty.
• Acknowledging the importance of promoting an equitable, inclusive, accessible, anti-racist and diverse workplace within the agency, and supporting a diverse and inclusive workplace within the agency; and
• Additional responsibilities as outlined in the agency’s MOU.

* See the AAD Operational Policy for further details on quarterly meetings.

Governing Board of an Agency

Accountable to the minister through the chair of the board.

Responsibilities:

• Managing and controlling the affairs of the provincial agency;
• Ensuring the agency is fulfilling the government’s priorities and expectations from the annual letter of direction in the establishment of goals, objectives, and strategic direction for the provincial agency;
• Reviewing the performance of the CEO annually in consultation with the chair and deputy minister;
• Approving the provincial agency's business plan and annual reports for recommendation by the minister within the timelines established by the provincial agency's constituting instrument or by this directive;
• Ensuring compliance with directives and policies (including financial, accounting and AI policies);
• Establishing such board committees as are required for effective management, governance, and accountability, such as audit or governance committees, to advise the board on provincial agency affairs; and
• Additional responsibilities as outlined in the agency’s MOU.

Chief Executive Officer (CEO) or Equivalent

The CEO or equivalent is accountable to the board, including where the CEO officer is appointed by the LGIC.

Responsibilities:

• Being accountable to the board, including where the CEO is appointed by the LGIC;
• Managing the day-to-day operational, financial, analytical, and administrative affairs of the agency;
• Meeting with the deputy minister at least quarterly on matters of mutual importance including:
  • emerging issues and opportunities;
  • government priorities and progress on annual letter of direction;
  • agency business plan and results;
  • agency high risks, the action plan and advice on corrective action as required;
• Meeting with the deputy minister or an approved delegate regularly and as required to discuss CoA exceptions and fraud instances and their related action plans;
• Translating the government’s priorities and expectations from the annual letter of direction into operation plans and activities in accordance with the minister-approved business plan;
• Reviewing and signing a new MOU no later than four months from the new appointment;
• Providing key agency information and data to the ministry in a timely manner;
• Keeping the chair and board informed of operational matters and the implementation of policy and operations of the provincial agency;
• Advising the chair on the requirements of this Directive as well as other government and ministry directives, guidelines, policies, and procedures as well as provincial agency by-laws and policies;
• Ensuring that the provincial agency meets the requirements of this directive;
• Providing leadership, guidance, and management to the provincial agency staff, including human and financial resources management;
• Ensuring that the agency has the oversight capacity and an effective oversight framework in place for monitoring its management and operations;
• Establishing and applying a financial management framework in accordance with applicable Minister of Finance/Treasury Board Secretariat controllership directives, policies and guidelines;
• Applying policies and procedures so that public funds are used with integrity and honesty;
• Establishing and applying systems and risk management frameworks and plans;
• Fulfilling the role of ethics executive for public servants, other than government appointees, who work in the agency, if applicable;
• Promoting ethical conduct and ensuring the agency is familiar with the ethical requirements of the PSOA and the regulations and directives made under that Act, including in respect of conflict of interest, political activity, and the disclosure of wrongdoing process; and
• Additional responsibilities as outlined in the agency’s MOU.

1.10.2 Roles and Responsibilities for Non-Board-Governed Provincial Agencies and their Responsible Ministries

Minister

The minister is accountable to Cabinet and the Legislature, representing the public.

Responsibilities:

• Reporting/responding, within prescribed timelines, to the Legislature and Cabinet on agency/cluster affairs, performance and compliance;
• Recommending establishment of new provincial agencies/clusters, changes in mandate and/or powers and public appointments for existing provincial agencies/clusters;
• Meeting with the executive chair or chair (as applicable) at least quarterly* on:
  • emerging issues and opportunities;
  • agency/cluster high risks and action plans including direction on corrective action, as required;
  • agency/cluster business plan and capital priorities;
• Recommending application of the Procurement Directive;
• Reviewing and signing a new MOU no later than four months upon appointment;
• Reviewing and approving the agency/cluster’s governance and accountability documents (i.e., MOU, business plan, annual report); and
• Additional responsibilities as outlined in the agency/cluster’s MOU.

* See the AAD Operational Policy for further details on quarterly meetings.

Deputy Minister

The deputy minister reports to the Secretary of the Cabinet and is responsible for supporting the minister in the effective oversight of provincial agencies.

Deputy minister responsibilities may be fulfilled by a delegate approved by the Secretary of Cabinet.

Responsibilities:

• Advising, supporting and assisting the minister regarding the minister's oversight responsibilities for the provincial agency/cluster;
• If ministry staff is not assigned to provide administrative support for the provincial agency, meeting with the agency/cluster’s executive director or equivalent at least quarterly on matters of mutual importance including:
  • emerging issues and opportunities;
  • agency/cluster business plan and results;
  • agency/cluster high risks, the action plan and advice on corrective action as required;
• If ministry staff is not assigned to provide administrative support for the provincial agency, meeting with the agency/cluster’s executive director or equivalent, regularly and as required, to discuss CoA exceptions and fraud instances and their related action plans;
• Providing supporting and background information for the minister’s quarterly meetings with the executive chair or chair (as applicable);
• Providing regular feedback to the minister on the performance of the agency;
• Advising the minister on the requirements of the AAD and on documents submitted by the agency/cluster for minister review and approval and ensuring governance documents (i.e., MOU, business plan, annual report), adhere to the directive;
• Supporting ministers and minister’s offices in monitoring and tracking upcoming and existing vacancies on boards, particularly where there is a legislated minimum number of members and to maintain quorum;
• Reviewing and signing a new MOU no later than four months upon appointment;
• Reviewing the agencies’/cluster’s risk assessment and action plan on an annual basis and providing input to the minister on agency high risks, the action plan and direction on corrective action, as required;
• Requesting information and data as needed to fulfill obligations under the directive;
• Monitoring the agency/cluster on behalf of the minister while respecting the agency/cluster’s authority, identifying needs for corrective action where warranted, and recommending to the minister ways of resolving any issues that might arise from time to time;
• Ensuring that the executive director or equivalent provides the agency/cluster with all the necessary administrative supports to deliver its mandate;
• Ensuring that the executive director or equivalent is aware of the administrative requirements of government and is compliant with them;
• Informing the executive director or equivalent in writing of new government directives and any exceptions to, or exemptions (in whole or in part) from directives, government policies, or ministry administrative policies;
• Reporting/responding, within prescribed timelines, to TBS on compliance tracking; and
• Additional responsibilities as outlined in the agency’s MOU.

Executive Chair (if applicable) (for tribunals clustered under ATAGAA)

The executive chair is accountable to the minister for the mandate and conduct of the tribunal cluster.

Responsibilities:

• Providing leadership to associate chairs within the cluster, including but not limited to chairing meetings, and fulfilling role as ethics executive;
• Meeting with the minister at least quarterly* on:
  • emerging issues and opportunities;
  • agency/cluster high risks and action plans including direction on corrective action, as required;
  • agency/cluster business plan and capital priorities;
• Providing strategic leadership to the cluster;
• Establishing the goals, objectives, and strategic direction for the cluster consistent with its mandate;
• Setting overall priorities for the cluster;
• Reviewing and signing a new MOU no later than four months upon appointment;
• Ensuring compliance with legislative and TB/MBC policy obligations, including but not limited to, all obligations regarding business plans and annual reports, liaising with the executive lead/CAO or equivalent on the cluster MOU, business plan, and annual report;
• Sending attestations to the minister, in alignment with the OPCD’s CoA instructions;
• Utilizing the agency/cluster’s skills matrix to advise the minister of any competency skills gaps and provide recommendations for recruitment strategies, appointments, or re-appointments as needed, including advising the minister on appointee attendance and performance;
• Consulting with the minister in advance regarding any activity which may have an impact on the government and ministry’s policies, directives or procedures, or on the agency/cluster’s mandate, powers or responsibilities as set out in the agency/cluster’s constituting instrument;
• Establishing and implementing artificial intelligence (AI) risk management in alignment with the principles of the Responsible Use of AI Directive and requirements in section 6.3, ensuring that they fulfill the role outlined for “Provincial Agency Heads or Equivalent” in the Responsible Use of AI Directive;
• Ensuring that the agency/cluster operates within its approved budget allocation in fulfilling its mandate (if applicable), and that public funds are used for the purpose intended with integrity and honesty;
• Acknowledging the importance of promoting an equitable, inclusive, accessible, anti-racist and diverse workplace within the cluster, and supporting a diverse and inclusive workplace within the cluster; and
• Additional responsibilities as outlined in the cluster’s MOU.

* See the AAD Operational Policy for further details on quarterly meetings.

Chair (if applicable)

The chair is accountable to the minister for the mandate and conduct of the provincial agency.

Responsibilities:

• Providing leadership to the vice chairs, members, and executive director or equivalent, including but not limited to chairing meetings, and fulfilling role as ethics executive;
• Meeting with the minister at least quarterly* on:
  • emerging issues and opportunities;
  • agency high risks and action plans including direction on corrective action, as required;
  • agency business plan and capital priorities;
• Establishing the goals, objectives, and strategic direction for the provincial agency consistent with the provincial agency’s mandate;
• Setting overall priorities for the provincial agency;
• Reviewing and signing a new MOU no later than four months upon appointment;
• Ensuring compliance with legislative and TB/MBC policy obligations, including but not limited to, all obligations regarding business plans and annual reports, liaising with the executive director or equivalent on the provincial agency MOU, business plan, and annual report.
• Sending attestations to the minister, in alignment with the OPCD’s CoA instructions;
• Utilizing the agency’s skills matrix to advise the minister of any competency skills gaps and provide recommendations for recruitment strategies, appointments, or re-appointments as needed, including advising the minister on appointee attendance and performance;
• Consulting with the minister in advance regarding any activity which may have an impact on the government and ministry’s policies, directives or procedures, or on the agency’s mandate, powers or responsibilities as set out in the agency’s constituting instrument;
• Establishing and implementing artificial intelligence (AI) risk management in alignment with the principles of the Responsible Use of AI Directive and requirements in section 6.3, ensuring that they fulfill the role outlined for “Provincial Agency Heads or Equivalent” in the Responsible Use of AI Directive;
• Ensuring that the agency operates within its approved budget allocation in fulfilling its mandate (if applicable), and that public funds are used for the purpose intended with integrity and honesty;
• Acknowledging the importance of promoting an equitable, inclusive, accessible, anti-racist and diverse workplace within the agency, and supporting a diverse and inclusive workplace within the agency; and
• Additional responsibilities as outlined in the agency’s MOU.

* See the AAD Operational Policy for further details on quarterly meetings.

Executive Director or Equivalent

The executive director or equivalent is accountable to the deputy minister and the chair.

Responsibilities:

• Managing the day-to-day operational, financial, analytical, and administrative affairs of the agency;
• Developing the annual reports and business plans with input from the chair and deputy minister;
• Providing key agency information and data to the ministry in a timely manner;
• Keeping the executive chair or chair (as applicable) informed of operational matters and the implementation of policy and operations of the provincial agency;
• Advising the executive chair or chair (as applicable) on the requirements of this Directive as well as other government and ministry directives, guidelines, policies, and procedures as well as provincial agency by-laws and policies;
• Ensuring that the provincial agency meets the requirements of this directive; and
• Providing leadership, guidance, and management to the ministry staff assigned to provide administrative support for the provincial agency.

1.10.3 Roles and Responsibilities for Advisory Agencies and their Responsible Ministries

Minister

The minister is accountable to Cabinet and the Legislature, representing the public.

Responsibilities:

• Reporting/responding, within prescribed timelines, to the Legislature and Cabinet on agency affairs, performance and compliance;
• Recommending establishment of new provincial agencies, changes in mandate and/or powers and public appointments for existing provincial agencies;
• Meeting with the chair at least annually, or more frequently as determined by the agency’s TOR, on emerging issues and opportunities;
• Reviewing and signing a new TOR no later than four months upon appointment; and
• Additional responsibilities as outlined in the agency’s TOR.

Deputy Minister

The deputy minister reports to the Secretary of the Cabinet and is responsible for supporting the minister in the effective oversight of provincial agencies.

Deputy minister responsibilities may be fulfilled by a delegate approved by the Secretary of Cabinet.

Responsibilities:

• Ensures that the entity is provided with all the necessary administrative supports to deliver its mandate;
• Providing supporting and background information for the minister’s meetings with the chair;
• Advising the minister on the requirements of the AAD and on documents submitted by the agency for minister review and approval and ensuring governance documents (i.e., TOR), adhere to the directive;
• Supporting ministers and minister’s offices in monitoring and tracking upcoming and existing vacancies on boards, particularly where there is a legislated minimum number of members and to maintain quorum;
• Reviewing and signing a new TOR no later than four months upon appointment;
• Requesting information and data as needed to fulfill obligations under the directive;
• Monitoring the agency on behalf of the minister while respecting the agency’s authority, identifying needs for corrective action where warranted, and recommending to the minister ways of resolving any issues that might arise from time to time; and
• Additional responsibilities as outlined in the agency’s TOR.

Chair

The chair is accountable to the minister for the mandate and conduct of the provincial agency.

Responsibilities:

• Providing leadership to the members;
• Establishing the goals, objectives, and strategic direction for the provincial agency consistent with the provincial agency’s mandate;
• Setting overall priorities for the provincial agency;
• Meeting with the minister at least annually, or more frequently as determined by the agency’s TOR, on emerging issues and opportunities;
• Reviewing and signing a new TOR no later than four months upon appointment;
• Utilizing the agency’s skills matrix to advise the minister of any competency skills gaps and provide recommendations for recruitment strategies, appointments, or re-appointments as needed, including advising the minister on appointee attendance and performance;
• Consulting with the minister in advance regarding any activity which may have an impact on the government and ministry’s policies, directives or procedures, or on the agency’s mandate, powers or responsibilities as set out in the agency’s constituting instrument;
• Establishing and implementing artificial intelligence (AI) risk management in alignment with the principles of the Responsible Use of AI Directive and requirements in section 6.3, ensuring that they fulfill the role outlined for “Provincial Agency Heads or Equivalent” in the Responsible Use of AI Directive;
• Adopting an inclusive process to ensure diverse perspectives and underrepresented groups are heard to inform policies and decision-making; and
• Additional responsibilities as outlined in the agency’s TOR.

1.10.4 Other Roles and Responsibilities

In general, Cabinet Office, Ministry of Finance and TBS provide extensive support for Cabinet committees, including TB/MBC and Cabinet regarding provincial agencies, government appointments, and appointee remuneration. TB/MBC’s controllership functions are jointly supported by the ministries tasked with the Treasury Board mandate (e.g., financial requests) and the Management Board of Cabinet mandate (e.g., provincial agency establishment, compliance, government appointments, appointee remuneration).

Cabinet

Cabinet is accountable to the Legislature, representing the public.

Responsibilities:

• Approving the establishment, merger, dissolution, and acquisition of all provincial agencies, including subsidiaries, and all related funding.

Treasury Board/Management Board of Cabinet (TB/MBC)

TB/MBC is accountable to Cabinet.

Responsibilities:

• Establishing a framework, policies, and procedures to govern provincial agencies;
• Approving the establishment, merger, mandate changes, or dissolution of provincial agencies;
• Approving Procurement Directive application recommendations;
• Recommending approval of funding for provincial agencies;
• Directing that appropriate actions be taken for the improvement of provincial agency management; and
• Directing the review and evaluation of provincial agencies and their management through periodic reviews of provincial agencies, including risk-based reviews and audits.

President of Treasury Board

President of Treasury Board is accountable to Cabinet and the Legislative Assembly.

Responsibilities:

• Approving any activity of a provincial agency that would have financial implications for the government, such as investments, or that would directly or indirectly increase the indebtedness or contingent liabilities of Ontario, such as loans or guarantees; and
• Controlling all finance, economic and accounting functions of the Government of Ontario, including establishing directives and guidelines for the proper conduct of the financial business of each provincial agency that are binding on the provincial agency's CEO or equivalent.

Secretary of Treasury Board and Management Board of Cabinet

Secretary of Treasury Board and Management Board of Cabinet is accountable to the Secretary of the Cabinet and the President of Treasury Board.

Responsibilities:

• TB/MBC related responsibilities including advising ministers and deputy ministers on financial requirements (including reporting) as well as administrative and financial arrangements of provincial agencies; and
• Approving any operational policies under this Directive, including revising, rescinding and approving exemptions to any policies.

Treasury Board Secretariat (TBS)

TBS is accountable to the Secretary of Treasury Board and Management Board of Cabinet.

Responsibilities:

• Report to TB/MBC on an annual basis on agency and ministry compliance with this directive, including collection of agency data;
• Provide a list of government priorities for the agency sector for the coming year;
• Coordinate the completion of agency mandate reviews; and
• Provide advice to ministries on the accountability requirements of this directive, including the development of training materials.

1.11 Compliance and Corrective Actions

Situations may arise through the course of monitoring where corrective action is required. Corrective action refers to the steps taken to remedy non-compliance with this directive. Corrective action supports agencies in delivering on desired outputs and/or outcomes, and meeting the terms and conditions established by this directive.

If a ministry initiates corrective action, it must be progressive in nature and in proportion to the risk associated with the degree of non-compliance. The degree of corrective action should only be increased if the agency’s non-compliance continues. It is important that ministries document all actions, and provide timely and clear communication to the agency chair or senior executives relating to potential corrective actions. This may include letters of direction by the accountable minister and/or the President of the Treasury Board as required.

Before engaging in more severe corrective actions, ministries must consult with TBS and legal counsel.

Part 2 — Establishment, Remuneration and Appointment to Short-Term Advisory Bodies and Special Advisor Positions

2.1 Principles

The government may create short-term advisory bodies (STABs) comprised of one or more individuals and may also establish and appoint special advisors.

Such appointments are created to provide advice or make recommendations to a minister or the Premier.

Short-term advisory bodies and special advisor positions are established for a maximum of one year, except in special circumstances supported by an enhanced business case, to a maximum of three years total. STABs and special advisors do not have direct decision-making authority and rely on their ministries for any administrative support.

2.2 Mandatory Requirements for Establishing Short-Term Advisory Bodies and Special Advisor Positions

Short-term advisory bodies / special advisors can be authorized under a statute and may be established through instruments such as an OIC or Minister’s Order. In order to establish a new STAB or a special advisor position, a ministry requires a submission to TB/MBC that includes:

• A business case with a clear linkage to a government priority for establishing a STAB or a special advisor position;
• Details of the proposed position(s) and governance structure;
• Draft TOR with an end date (see Terms of Reference for Advisory Agencies, Short-Term Advisory Bodies & Special Advisors Template for further details);
• A constituting instrument (legislation, regulation or OIC with an end date);
• Information regarding proposed remuneration, if any;
• Any restrictions on matters such as a maximum number of per diems or total remuneration; and
• A remuneration OIC (if the appointee(s) will be remunerated).

In developing the TOR, consideration should be given to the ethical framework in the PSOA.

Six months after the appointment of a STAB or special advisor, the ministry may be required to report to TB/MBC with a progress update on the key deliverables of the STAB or the special advisor.

Consultation with the Public Appointments Secretariat (PAS) is mandatory for all appointments, and with PAS and TBS for establishment of a STAB or special advisor, as well as appointee remuneration.

See Guide to Establishing Short-Term Advisory Bodies and Special Advisory Positions for further details.

2.3 Position and Appointment Requirements

Short-term advisory bodies and special advisor positions are established for a maximum of one year, except in special circumstances supported by an enhanced business case, to a maximum of three years total. When a ministry seeks to establish the position for a term exceeding one year, the business case portion of the TB/MBC submission must include an enhanced business case.

The term of an appointment to a STAB or as a special advisor must not exceed one year and may be renewed up to a maximum of three years total. Appointments are made by an OIC (Premier’s recommendation or minister’s recommendation), Premier’s letter or minister’s letter, at pleasure.

Candidates being considered for an appointment as a special advisor or as a member of a STAB must have a completed Public Appointments Secretariat (PAS) candidate profile and submitted all necessary documentation including the Personal Disclosure and Conflict of Interest Form for Public Appointment Candidates and criminal record check prior to the appointment being made.

2.4 Accountability Framework for Short-Term Advisory Bodies and Special Advisors

Appointees to short-term advisory bodies and special advisors are accountable to the minister recommending their appointment or to the minister designated in their OIC or TOR. Ministries must provide all administrative support related to short-term advisory bodies and special advisors and are responsible for ensuring compliance with all applicable government directives and policies.

2.5 Remuneration for Appointees to Short-Term Advisory Bodies and Special Advisors

There is no requirement that appointees receive remuneration, nor that they receive remuneration at the maximum rates authorized by this directive.

If appointees to short-term advisory bodies and special advisors are to be remunerated, their remuneration shall be paid on a per diem basis unless otherwise specified by TB/MBC. If a special advisor or appointee to a short-term advisory body is not to be paid on a per diem basis, an appropriate OPS comparator must be identified and the remuneration rate shall be within the range applicable to the OPS comparator.

For government appointments to a particular short-term advisory body, all appointees must be recompensed in a consistent manner.

Appointees may be reimbursed for work-related expenses in accordance with the Travel, Meal and Hospitality Expenses Directive, other directives, or as stated in a remuneration OIC.

Payments for appointees will be made to the person named in the appointing instrument, and not to a partnership, corporation or charity.

2.5.1 Business Case Requirements for Remuneration

If a ministry intends to provide the appointee with remuneration, the ministry is required to seek the approval of TB/MBC to set remuneration within the matrix set out in section 2.5.2 of this directive.

When a ministry seeks to remunerate appointees to short-term advisory bodies or special advisors at per diem rates up to $398, the business case portion of its TB/MBC submission must include consideration of the following:

1. Details of the nature, timing and impact of the issues the short-term advisory body or special advisor is mandated to address;
2. A description of any professional competencies required to fulfil the responsibilities of the position (e.g., negotiation, engineering, medicine, law or other field);
3. Comparative research on remuneration, with a focus on public sector comparables, including other appointees with comparable skills, or current appointee remuneration in other jurisdictions; and
4. Restrictions on remuneration, if any, which may apply to appointees selected from within the Broader Public Sector for the purposes of minimizing the potential for individuals being remunerated twice in respect of their role as a special advisor.

When a ministry seeks to remunerate appointees to short-term advisory bodies or special advisors at per diem rates over $398, the business case portion of its TB/MBC submission must also include the following additional information:

5. Comparable rate for the specialized services/skills provided for the position; and
6. Assurance, from the ministry, that proposed remuneration rates for positions are the best possible rates available and do not exceed the marketplace.

An element of public service is implied in any appointment by the Government of Ontario and, therefore remuneration that may be paid, if any, is not necessarily competitive with the marketplace.

2.5.2 Remuneration for Special Advisors and Appointees to Short-Term Advisory Bodies

There is no requirement that appointees receive remuneration, nor that they receive remuneration at the maximum rates set by this directive. An element of public service is implied in any appointment by the Government of Ontario and therefore remuneration, if any that may be paid is not necessarily competitive with the marketplace.

Note that if a special advisor or appointee to a short-term advisory body is not to be paid on a per diem basis, an appropriate OPS comparator must be identified, and the remuneration rate shall be within the range applicable to the OPS comparator.

2.5.3 Benefits Entitlements

There is no entitlement to benefits for appointees to short-term advisory bodies or special advisors.

2.5.4 Ethical Framework

Short-term bodies and special advisors are required to fulfill the duties of their appointment in a professional, ethical and competent manner and avoid any real or perceived conflict of interest. In particular, and without limiting the generality of the foregoing obligations, a government appointee shall:

1. Not use or attempt to use an appointment for personal benefit or to benefit any person or entity;
2. Not participate in or attempt to influence decision making as an appointee if there is a potential or perceived personal benefit from the decision;
3. Not accept a gift that could influence, or that could be seen to influence, the appointee in carrying out the duties of the appointment;
4. Not use or disclose any confidential information, either during or after the appointment, obtained as a result of the appointment for any purpose unrelated to the duties of the appointment, except if required to do so by law or authorized to do so by the responsible minister/ Premier;
5. Not use government premises, equipment or supplies for purposes unrelated to carrying out the duties of the appointment; and
6. Comply with such additional requirements, if any, established by the short-term advisory body itself and/or the responsible minister/ Premier.

For the purposes of the above “confidential information” means information that is not available to the public. An appointee must declare a personal or financial interest that could raise conflict of interest concerns at the earliest opportunity to the chair, if any, or to the responsible minister or minister’s designate. In developing the TOR, consideration should be given to the ethical framework in the PSOA.

Any person appointed in accordance with Part 2 of this directive shall, for a period of 12 months following the end of the appointment, notify any ministry or agency of their previous appointment before they apply for or accept employment or seek or enter into a contract with a ministry or agency they provided advice to, or if the employment or contract may relate to the advice or services they provided.

Upon receiving such notice, the relevant ministry or agency must review the matter, and shall only proceed with an offer of employment or enter into a contract after consultation with the Integrity Commissioner.

Part 3 — Appointments and Appointee Remuneration^{footnote 3[3]}

This part of the directive provides criteria for the equitable treatment and remuneration of all government appointees who are accountable to a minister of the Government of Ontario and who are not covered under Part 2 of this directive which applies only to those who serve on short-term advisory bodies or as special advisors.

It also provides for equitable treatment for all appointments made by the province to other entities where appointees are directly accountable to a minister or the Premier of the Government of Ontario.

3.1 Principles

Government appointments will respect the needs of the entity to which they have been appointed but will also reflect the diversity of the people of Ontario and the need to deliver services and decisions in a professional, ethical and competent manner.

Determinations regarding the remuneration of appointees shall include the following considerations:

• Nature of the service;
• Complexity of the tasks to be performed; and
• Amount of time to be spent.

An element of public service is implied in any appointment by the Government of Ontario and, therefore, any remuneration that may be paid is not necessarily competitive with the marketplace.

Remuneration that may be paid, if any, is intended to balance the importance of public service within a remuneration framework that demonstrates value for money.

Where possible, ministries should ensure that terms of appointments do not all end in the same year.

3.2 Mandatory Requirements

Government appointments are made for either a fixed term or at the pleasure of the responsible minister, Premier and/or LGIC. If the appointment is at pleasure, it may be revoked at any time, without cause and without giving notice. Subject to any provisions in the enabling legislation or as otherwise provided in this directive, most appointments other than to adjudicative tribunals or regulatory agencies are at pleasure.

In considering candidates for appointment, the current skills matrix for the entity and any identified competency gaps should be taken into account. All government appointments regardless of position or appointing mechanism are required to follow the PAS process and prior to an appointment must have:

• Completed a PAS profile;
• Completed the Personal Disclosure and Conflict of Interest Form for Public Appointment Candidates, with an accompanying assessment from the overseeing ministry;
• Undergone a criminal record check.

Except in the course of their regular duties, current OPS employees are generally not eligible to serve as government appointees.

3.2.1 Term of Appointment — Appointments other than to Adjudicative Tribunals and Regulatory Agencies

Subject to any provisions in the enabling legislation or as otherwise provided in this directive, the term of an appointment must not exceed three years with further re-appointments allowable, each not exceeding three years.

3.2.2 Term of Appointment — Adjudicative Tribunals and Regulatory Agencies

In the case of appointments to a given position on an adjudicative tribunal or regulatory agency and subject to the requirements of the provincial agency’s enabling legislation or other law, the term of appointment is a maximum of ten years in total.

In the case of a person appointed as the executive chair or chair of an adjudicative tribunal or regulatory agency:

• There will be an initial appointment for a period of up to two years. The two-year period may be waived at the discretion of the responsible minister;
• Where the initial two-year appointment is not waived, an executive chair or chair is eligible for re-appointment for a term of up to three years; and
• After completion of a term or terms totalling five years, an executive chair or chair is eligible for re-appointment for a further term of up to five years.

In the case of a person appointed as an associate chair, vice-chair or member of an adjudicative tribunal or regulatory agency and, subject to the recommendation of the executive chair or chair in exceptional circumstances:

• There will be an initial appointment for a period of up to two years;
• On the recommendation of the executive chair or chair, the appointee is eligible for re-appointment for a term of up to three years; and
• After completion of terms totalling five years, and on the recommendation of the executive chair or chair, the appointee is eligible for re-appointment for a further term of up to five years.

The ultimate decision to re-appoint rests with the appointing authority. Re-appointment to a further additional term beyond the maximum of ten years in total, may only be made in exceptional circumstances in the public interest, taking into account the recruitment approach taken to find new candidates, as appropriate.

There is no obligation on the government to re-appoint individuals for subsequent terms at the conclusion of any appointment.

3.2.3 Public Posting of Appointment Orders in Council

Appointment Orders in Council are a matter of public record. Appointment Orders in Council made after July 1, 2016 are posted in an accessible and bilingual format on a public government website.

3.3 Ethical Framework

Government appointees are required to fulfill the duties of their appointment in a professional, ethical and competent manner and avoid any real or perceived conflict of interest. In particular, and without limiting the generality of the foregoing obligations, a government appointee shall:

1. not use or attempt to use the appointment for personal benefit or to any other person or entity;
2. not participate in or attempt to influence decision making as an appointee if there is a real or perceived benefit from the decision;
3. not accept a gift that could influence, or that could be seen to influence, the appointee in carrying out the duties of the appointment;
4. not use or disclose any confidential information, either during or after the appointment, obtained as a result of the appointment for any purpose unrelated to the duties of the appointment, except if required to do so by law or authorized to do so by the responsible minister or Premier;
5. not use government premises, equipment or supplies for purposes unrelated to carrying out the duties of the appointment; and
6. comply with such additional requirements, if any, established by the entity to which the person is appointed, and/or the responsible minister or Premier.

For the purposes of the above “confidential information” means information that is not available to the public.

All intended appointees must complete the Personal Disclosure and Conflict of Interest Form for Public Appointment Candidates. If an intended appointee has a personal, professional or financial interest that could raise a conflict of interest concern, they must disclose it in the statement prior to the appointment. A government appointee must declare a personal or financial interest that could raise a conflict of interest concern at the earliest opportunity to the chair, or to the responsible minister or the minister’s designate in the case of a chair.

An appointee who is a public servant by virtue of being appointed to a “public body” that is prescribed under the PSOA is subject to the conflict of interest rules set out in the act and its applicable regulations.

3.4 Remuneration

There is no requirement that appointees receive remuneration, nor that they receive remuneration at the maximum rates authorized by this directive.

An element of public service is implied in any appointment by the Government of Ontario and therefore remuneration that may be paid, if any, is not necessarily competitive with the marketplace.

Any remuneration of an appointee who is paid by the government must be specifically authorized in an OIC and must be in accordance with the applicable rates set out in this directive except where provincial agencies or other entities have legislative authority to set remuneration rates. An OIC may provide for remuneration individually or with reference to a position such as executive chair, chair, associate chair, vice-chair or member of a provincial agency or other entities unless the enabling legislation provides otherwise.

For government appointments to a particular provincial agency or other entities, all appointees must be recompensed in a consistent manner.

Remuneration for part-time appointees must be on a per diem basis. Per diem is to be interpreted as the amount payable for work periods in excess of three hours; when less than three hours of work is involved, one-half of the established per diem rate must be paid.

Remuneration arrangements for any part-time appointees who will not be paid on a per diem basis must be approved by TB/MBC.

Only one per diem payment can be made to an appointee for a calendar day.

Full-time appointees who hold additional part-time appointments are not entitled to receive any per diem remuneration.

Payments for appointees will be made to the person named in the appointment instrument, not to a sole proprietorship, partnership, corporation or charity. Ministries must ensure provincial agency compliance with all applicable accounting policies and procedures issued by the Office of the Provincial Controller.

Per diems may be paid for time spent on formal business approved by the provincial agency chair on a case by case basis. This may include attendance at, or provision of training, attendance at meetings, preparation time, etc.

Travel time beyond that undertaken as part of the normal day’s work may be remunerated, at an average hourly rate not to exceed a total payment of 60% of the approved per diem rate. For the purpose of this directive, a normal day’s work is defined as 7.25 hours. The average hourly rate is to be calculated on the basis of a 7.25-hour work day.

Appointees may be reimbursed for work-related expenses in accordance with the Travel, Meal and Hospitality Expenses Directive, other directives, or as stated in a remuneration OIC. Where a provincial agency or other entity is not subject to directives governing expenses, the appointee is entitled to be reimbursed for expenses in accordance with the conditions set out in the appointing instrument.

Appointees are not entitled to reimbursement of professional dues or fees.

Public servants employed under Part III of the PSOA who also hold a government appointment (whether by OIC or minister’s letter) are not permitted to be paid or accept any remuneration in respect of that appointment other than their salaries as public servants employed under Part III of the PSOA.

Public servants who hold a government appointment as a requirement of their public service duties must resign their position when they cease to be employed by the OPS.

3.5 Rates of Remuneration

All rates of remuneration are provided in the Schedules to Part 3.

3.5.1 Disclosure of Remuneration

Appointee remuneration rates and ranges must be a matter of public record. In addition, appointee remuneration Orders in Council made after July 1, 2016 must be publicly available and posted in an accessible and bilingual format on a government website.

In the case of provincial agencies that prepare annual reports, the reports shall include total remuneration (not including expenses) provided to each individual appointee.

3.5.2 Rates of Remuneration: Part-Time Per Diem

Appointees to provincial agencies other than adjudicative tribunals and regulatory agencies

Remuneration must be set on a per diem basis within the ranges set out in Schedule A except where a provincial agency has legislative authority to set remuneration rates.

Adjudicative tribunals and regulatory agencies

Part-time appointees to adjudicative tribunals and regulatory agencies are paid a per diem pro rata of the full-time rate, based on 234 working days, at the minimum of the appropriate range, in accordance with Schedule B except where a provincial agency has legislative authority to set remuneration rates.

3.5.3 Rates of Remuneration: Full-Time Appointees

Appointees to provincial agencies other than adjudicative tribunals and regulatory agencies

Rates of remuneration for positions to which full-time appointments are made must be approved by TB/MBC unless otherwise specified in the provincial agency’s statute.

Adjudicative tribunals and regulatory agencies

Rates of remuneration for full-time appointees to adjudicative tribunals and regulatory agencies where remuneration is set by the government are set out in Schedule B effective on the dates set out in Schedule B.

3.6 Benefits Entitlements

Full-time appointees to adjudicative tribunals or regulatory agencies are eligible for benefits, including vacation, comparable to the benefit entitlements of OPS executives, except to the extent that the appointees may choose to participate in the pension plan or may choose not to. While membership in the pension plan is optional, if the appointee declines to participate in the pension plan, the appointee shall not receive any compensation in lieu of participation in the pension plan. Furthermore, there is no entitlement to severance or termination pay for full-time appointees.

There is no entitlement to benefits for part-time appointees.

3.7 Indemnification

Government appointees to provincial agencies under this directive may be indemnified for claims arising from their acts or omissions in the performance or intended performance of their duties as appointees, provided that they acted honestly and in good faith, with a view to the best interests of the provincial agency.

Appointees who enjoy statutory immunity from claims in respect of acts or omissions that occur in the good faith execution of their duties as appointees may be indemnified for legal expenses incurred in successfully asserting this statutory defence.

Appointees will not be indemnified in instances of bad faith, wilful misconduct or gross negligence.

3.7.1 Source of Indemnification

Indemnification in favour of government appointees to a provincial agency:

• that is permitted to retain its assets and revenues outside the Consolidated Revenue Fund; or
• to which section 136 of the Business Corporations Act or section 80 of the Corporations Act applies; or
• that otherwise has the power to indemnify persons appointed to it,

is to be provided by the provincial agency.

The indemnity in favour of government appointees to any other provincial agency may be provided by the minister responsible for the provincial agency.

The indemnities to be provided by either the provincial agency or the ministry must be provided in the form approved by the Minister of Finance/President of the Treasury Board pursuant to the class-based approvals established in accordance with section 28 (1) (b) of the Financial Administration Act.

Staff responsible for preparing the form of indemnity should contact the Director of the Ministry of Finance Legal Services Branch and the Director of the Treasury Board Secretariat Legal Services Branch to obtain the current approved and correct form of indemnity.

Ministries must obtain the prior approval of the Minister of Finance/President of the Treasury Board in accordance with clause 28 (1) (a) of the Financial Administration Act before any other form of indemnity can be provided.

Government appointees to other entities, to which the government has the right to appoint a minority of members to represent the public interest, may seek an indemnity directly from that entity in accordance with its usual form of indemnity. Where such an indemnity is not available, or the form of the indemnity is not appropriate, an indemnity may be provided by the ministry responsible for the appointment, upon the prior approval of the Minister of Finance/President of the Treasury Board under section 28 of the Financial Administration Act.

3.8 Roles and Responsibilities for Appointments

3.8.1 Treasury Board/Management Board of Cabinet

Treasury Board and Management Board of Cabinet are responsible for:

• Establishing the ranges and/or rates of remuneration for government appointees except where provincial agencies and other entities have legislative authority to set remuneration rates;
• Determining remuneration for appointees who are paid by the government and appointed to newly created provincial agencies or other entities;
• Approving changes in remuneration for appointees;
• Granting exceptions to or exemptions from any matter governed by this directive, including any per diem and full-time rates of remuneration in excess of those prescribed by this directive except where the provincial agency or other entity has legislative authority to set remuneration rates; and
• Approving remuneration of all appointees undertaking a short-term assignment.

3.8.2 President of the Treasury Board

The President of the Treasury Board is responsible for providing approvals under section 28 of the Financial Administration Act for classes of government appointee indemnities and individual government appointee indemnities that fall outside the approved classes.

The Director of the Ministry of Finance, Legal Services Branch and the Director of the Treasury Board Secretariat Legal Services Branch are responsible for maintaining records of forms of indemnity approved under section 28 of the Financial Administration Act and assisting legal counsel for government ministries and provincial agencies in connection with proposed government appointee indemnities.

3.8.3 Ministers

Ministers are responsible for:

• Acting, in co-operation with PAS, as the prime contact with respect to any appointments within their portfolio;
• Obtaining the approval of the TB/MBC before specifying a rate of remuneration for an appointee; and
• Obtaining the prior written approval of the President of Treasury Board/Minister of Finance before providing an indemnity for an appointee, where such prior approval is required pursuant to this directive and section 28 of the Financial Administration Act outside the class-based approvals.

3.8.4 Deputy Ministers

Deputy ministers are responsible for:

• Ensuring that their ministers and ministries are aware of the requirements of this directive;
• Providing adequate justification, on behalf of their ministers, for rates of remuneration for short-term bodies and special advisors, as well as for rates of remuneration in excess of those provided in this directive; and
• Providing sufficient information to PAS to enable the maintenance of a current inventory of the rates of remuneration paid to appointees to provincial agencies and short-term advisory bodies and special advisors except where a provincial agency or other entity has legislative authority to set remuneration rates.
• Supporting ministers and minister’s offices in monitoring and tracking upcoming and existing vacancies on boards, particularly where there is a legislated minimum number of members and to maintain quorum.

3.8.5 Treasury Board Secretariat

TBS, in collaboration with PAS, is responsible for:

• Providing advice and assistance to ministries on the process of remunerating individuals to perform a specific function, particularly with respect to any submissions to TB/MBC that may be required; and
• Providing advice and assistance to ministries with respect to the appropriate remuneration for appointees.

3.8.6 Cabinet Office

Cabinet Office is responsible for:

• Ensuring the public availability and posting on a government website of appointment and remuneration Orders in Council.

3.8.7 Public Appointments Secretariat

PAS is responsible for:

• Providing advice to ministers and deputy ministers on public appointment processes and appointee remuneration;
• Maintaining a current inventory of all government appointees, and supporting ministries in monitoring and tracking upcoming and existing vacancies;
• Maintaining, with regard to provincial agencies and other entities, a record of the rates paid to government appointees except where a provincial agency or other entity has legislative authority to set remuneration rates;
• Overseeing the public appointment process to ensure all required documentation is submitted prior to an appointment being made, including a completed PAS profile, Personal Disclosure and Conflict of Interest Form for Public Appointment Candidates, COI assessment from the overseeing ministry, and criminal record check; and
• Coordinating appointee training.

3.8.8 Chairs of Provincial Agencies

The chair of an agency is responsible for informing all appointees and provincial agency staff of the requirements of this directive.

The chair must utilize the agency’s skills matrix and recruitment strategy in advising the minister of any competency skills gaps on the board and providing any recommendations for appointments or re-appointments, including advising the minister on appointee attendance and performance.

3.8.9 Chief Executive Officers of Provincial Agencies

The CEO of an agency is responsible for ensuring that all indemnities provided by the agency to its appointees are in compliance with this directive and section 28 of the Financial Administration Act. The CEO is also responsible for providing advice to the chair on any competency skills gaps on the board.

Schedule A: Per Diem Remuneration for Board-Governed Provincial Agencies and Advisory Agencies

Remuneration for all part-time appointees (excluding appointees to adjudicative tribunals and regulatory agencies) must be within the following ranges:

Schedule B: Remuneration of Appointees to Adjudicative Tribunals and Regulatory Agencies

Appointees appointed to hold office on or after January 1, 2018 shall be remunerated in accordance with the table below:

1. Subject to paragraph two below, remuneration rates for full-time appointees on appointment or reappointment are set according to their appointment term, as follows:
   • First two years — minimum of the above range.
   • Next three years — mid-point of the above range.
   • Final five years — maximum of the above range.
2. Despite paragraph one, a full-time appointee who is appointed to a different adjudicative tribunal or regulatory agency shall, upon appointment to that adjudicative tribunal or regulatory agency, be paid the rate of remuneration applicable to their most recently completed appointment if their most recently completed appointment paid a higher rate of remuneration, and one of the following conditions is met:
   1. at the time that recently completed appointment ends, they are already cross-appointed to another adjudicative tribunal or regulatory agency that would have a lower rate of remuneration based on the term of appointment;
   2. they are appointed to the same position (i.e. as a member, vice-chair, chair or associate chair) at a different adjudicative tribunal or regulatory agency within 12 months of the end of that recently completed appointment.
      In such a case, the higher rate of remuneration from their most recently completed appointment if applicable will continue until it is matched by the rate applicable to the first two years, next three years, or final five years of their cross-appointment or new appointment.
3. In the event that any part-time appointees are cross appointed to more than one adjudicative tribunal or regulatory agency, the following restrictions apply:
   1. appointees who hold a full-time appointment are entitled to the remuneration associated with their full-time appointment only;
   2. appointees who hold more than one part-time appointment are entitled to the remuneration associated with each appointment, provided that only one per diem is paid in respect of a calendar day.