Memorandum of Agreement between The Minister of Agriculture, Food and Rural Affairs (Herein called the "Minister") and The Grain Financial Protection Board
Table of Contents
- Purpose of MOU
- Information about the Agency
- Guiding Principles
- Accountability Relationships
- Roles and Responsibilities
- Applicable Statutes
- Applicable Government Directives and Policies
- Conflict of Interest
- Reporting Requirements
- Audit and Review Arrangements
- Financial Arrangements
- Appointments and Staffing
- Administrative Arrangements
- Liability and Indemnification
- Effective Date, Duration, Periodic Review and Amendments to MOU
- Schedule "A" - Applicable Statutes
- Schedule "B" - Applicable Treasury Board/Management Board of Cabinet and Ministry of Finance Directives/Policies
- Schedule "C" - The Communications Protocol
- Schedule "D" - Sections 26 and 2,7, 27.1 and 27.2of the Trustees Act
- ScSchedule "E" -Investment Policy Components and Considerations
- Schedule "F" - Form of Indemnity
In this MOU, the following terms shall have the meaning described below:
"Accessibility for Ontarians with Disabilities Act" means the Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11, as amended;
"AAD" means the Agency & Appointments Directive of October 2015, as amended from time to time;
"Agency" means the Grain Financial Protection Board;
"Agency Liaison" means a representative of the Agency selected to work with the Ministry on behalf of the Agency;
"Archives and Record Keeping Act" means the Archives and Record Keeping Act, 2006, S.O. 2006, c. 34, Schedule A, as amended;
"Appointee" means a member appointed to the Agency by the LGIC, but does not mean an individual appointed by the Agency as staff;
"Chair" means the Chair of the Agency;
"CRF" means the Consolidated Revenue Fund;
"Deputy Minister" means the Deputy Minister of the Ministry of Agriculture, Food and Rural Affairs or any other Deputy Minister that may be designated from time to time;
"Emergency Management and Civil Protection Act" means the Emergency Management and Civil Protection Act, R.S.O. 1990, c. E. 9, as amended;
"Executive Council Act" means the Executive Council Act, R.S.O. 1990, c. E. 25, as amended;
"Farm Products Payments Act" means the Farm Products Payments Act, R.S.O. 1990, c. F. 10, as amended;
"Financial Administration Act" means the Financial Administration Act, R.S.O. 1990, c. F. 12, as amended;
"Freedom of Information and Protection of Privacy Act" means the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended;
"French Language Services Act" means the French Language Services Act, R.S.O. 1990, c. F. 32, as amended;
"Fund" refers collectively to the Funds for Producers of Canola, Grain Corn, Soybean and Wheat;
"Grains Act" means the Grains Act, R.S.O. 1990, c. G. 10, as amended;
"Legislature" means the Ontario Legislative Assembly;
"LGIC" means the Lieutenant Governor in Council;
"MBC" means Management Board of Cabinet;
"Minister" means the Minister of Agriculture, Food and Rural Affairs or such other Minister who may be designated from time to time as the responsible Minister in relation to this MOU in accordance with the Executive Council Act;
"Ministry" means the Ministry of Agriculture, Food and Rural Affairs or any successor to the Ministry;
"Ministry Liaison" means a Deputy Minister-approved Policy advisor from the Ministry's Farm Finance Branch (or successor branch);
"MOU" means this Memorandum of Understanding entered into between the Minister and the Agency, as amended from time to time;
"Parties" means the Minister and the Agency collectively;
"Pay Equity Act" means the Pay Equity Act, R.S.O. 1990, c. P. 7, as amended;
"Public Sector Salary Disclosure Act" means the Public Sector Salary Disclosure Act, 1996, S.O. 1996, c. 1, Schedule 1, as amended;
"Public Service of Ontario Act" means the Public Service of Ontario Act, 2006, S.O. 2006, c. 35, Schedule A, as amended;
"O.Reg. 70/12" means Ontario Regulation 70/12 - Payments from Funds for Grain Producers,
"O. Reg. 321/11" means Ontario Regulation 321/11 - Fees Payable to Boards,
"Regulations" refers to 0. Reg. 70/12 and 0. Reg. 321/11 collectively;
"TB" means Treasury Board;
"TB/MBC" means Treasury Board/Management Board of Cabinet;
"Trustee Act" means the Trustee Act, R.S.O. 1990, c. T. 23, as amended; and
"Vice Chair" means the Vice Chair of the Agency.
2.0 Purpose of the MOU
The purpose of this MOU is to:
- Establish the accountability relationship between the Minister and the Agency through the Chair.
- Clarify the roles and responsibilities of the Minister, the Chair, the Deputy Minister and the Agency.
- Set out the expectations for the operational, administrative, financial, auditing and reporting arrangements between the Agency and the Ministry.
This MOU does not affect, modify, limit or interfere with the responsibilities of any of its parties under any applicable law. In the event of conflict between the provisions of the MOU and any applicable law, the applicable law shall take precedence.
3.0 Information about the Agency
3.1 Legal Autority
The legal authority for the Agency is set out in the Farm Products Payments Act and the Regulations
3.2 Agency's Mandate
The Agency's mandate is set out in subsection 4 (1) of the Farm Products Payments Act. According to subsection 4(1) of the Farm Products Payments Act, the Agency is to:
- Administer its Fund;
- Investigate all claims made to it under the Farm Products Payments Act and to determine the extent of their validity;
- Grant or refuse the payment of all claims or any part thereof and determine the amounts and manner of payment; and
- Recover any money to which it is entitled under the Farm Products Payments Act by suit in a court of competent jurisdiction or otherwise.
3.3 Agency Classification
The Agency is classified as a Trust Agency by the TB/MBC under the AAD.
3.4 Corporate Status
The Agency is incorporated as a corporation without share capital responsible to the Minister. The Corporations Act, R.S.O. 1990, c. C. 38, does not apply to the Agency.
4.0 Guiding Principles
The Parties to this MOU agree that they will adhere to the following principles in their relationship:
- The Minister acknowledges that the Agency exercises powers and performs duties in accordance with its mandate under the Farm Products Payments Act and its Regulations.
- The Minister recognizes and acknowledges that the Agency has an adjudicative role when determining whether any claims against the Fund should be paid and therefore those decisions must be made and be seen by the public to be made independently and impartially. The Agency acknowledges that its decisions in these areas must also be in compliance with all applicable legislation.
- The Minister acknowledges that the Agency plays a meaningful role in the development of the policies and programs of the government, as well as the implementation of those policies and the delivery of programs.
- The Chair acknowledges that accountability is a fundamental principle to be observed in the management, administration and operations of the Agency. The Agency acknowledges that it is accountable to the government through the Minister. The Agency further acknowledges that accountability to the government means accountability to the Minister through the Chair.
- As an agency of the government, the Agency conducts itself according to the management principles of the government. These principles include ethical behavior; prudent, efficient and lawful use of public resources; fairness; high quality service to the public and openness and transparency to the extent allowed under law.
- Minister and Chair are committed to a strong Agency that is empowered to fulfill its statutory mandate efficiently and effectively. They share the goal of establishing and maintaining a co-operative relationship that facilitates the efficient administration of the Agency and fulfillment of its statutory responsibilities.
- The Minister and Chair acknowledge that the timely exchange of information and effective consultation, both between them and between the Ministry and the Agency, are essential in discharging their respective responsibilities under this MOU.
- The Agency and the Ministry agree to avoid duplication of services wherever possible.
- The Ministry and the Agency will work together in a mutually respectful manner.
The Parties to this MOU agree that the accountability relationships are as follows:
- The Minister is accountable to the Legislature for the Agency's fulfillment of its mandate and its compliance with Ontario's administrative directives and policies. For these purposes, the Minister reports and responds to the Legislature on the affairs of the Agency.
- The Minister is accountable to the Cabinet for the performance of the Agency and its compliance with the Ontario Government's operational policies and broad policy directions.
- The Minister is accountable for attesting, reporting and responding to the TB/MBC for the Agency's compliance with applicable TB/MBC as well as Ministry of Finance directives and operational policies.
- The Minister is responsible for representing the Agency in the Cabinet and its committees, as well as the Legislature and its committees.
- The Minister is responsible for receiving and ensuring that the Agency's annual report is made available to the public.
5.2 Central Ministries
Central Ministries, such as the Ministry of Finance and the Ministry of Government and Consumer Services, are accountable to their respective ministers and to Cabinet for the oversight of all ministries' responsibilities regarding provincial agencies.
5.3 Deputy Minister of Agriculture, Food and Rural Affairs
The Deputy Minister is accountable to the Secretary of Cabinet and the Minister for the performance of the Ministry in providing administrative and organizational support to the Agency and for carrying out the roles and responsibilities assigned by the Minister, applicable TB/MBC and Ministry of Finance directives and this MOU.
- The Chair is accountable to the Minister for the performance of the Agency in fulfilling its mandate and for carrying out the roles and responsibilities assigned to the Chair by all applicable legislation, this MOU and applicable TB/MBC as well as Ministry of Finance directives.
- The Chair is responsible for reporting to the Minister, as requested, on the Agency's activities.
- The Chair is responsible for ensuring timely communications with the Minister regarding any issue that affects, or can reasonably be expected to affect, the Minister's responsibilities for the Agency.
The Agency shall have no fewer than five members, and the Minister may designate one member of the Agency as Chair and one or more members of the Agency as Vice-Chair. The Agency is accountable to the Ministry, through the Chair, for the oversight and governance of the Agency, setting its goals, objectives and strategic direction within its mandate and for carrying out the roles and responsibilities assigned to it by the Farm Products Payments Act, all other applicable legislation, this MOU and all applicable TB/MBC and Ministry of Finance directives
5.6 Agency Liaison
The Agency Liaison is accountable to the Agency through the Chair for sharing information and coordinating information between the Agency and the Ministry. The Agency Liaison works under the direction of the Chair to implement policy and operational decisions. The Agency Liaison reports the Agency's performance results to the Agency through the Chair.
5.7 Ministry Liaison
The Ministry Liaison is accountable to the Deputy Minister through the Direcotry of Farm Fiance Branch (or equivalent postion in any successory branch) for sharing information and coordinating information between the Minstry and the Agency. The Ministry Liaison provides guidance and advice on meeting MD requirements, policy advice on governance and program policy issues and training with regard to policy changes that may impact the Agency and best practices in governance.
The Parties to this MOU acknowledge and accept the respective roles and responsibilities set out below.
6.1 The Minister
The Minister is responsible and accountable to Cabinet and the Legislature for:
- Reporting and responding within prescribed timelines to the Legislature and Cabinet on performance and compliance.
- Attesting, reporting and responding to TB/MBC on the Agency's performance, compliance with applicable TB/MBC and Ministry of Finance directives, the Government of Ontario's operational policies, policy directions and this MOU.
- Where required, recommending to TB/MBC the merger or dissolution of the Agency or changes to the Agency's mandate.
- Recommending to TB/MBC the powers to be given to, or revoked from, the Agency when a change to the Agency's mandate is being proposed.
- Determining at any time the need for a review or audit of the Agency and recommending to TB/MBC any change(s) to the governance or administration of the Agency resulting from that review.
- When appropriate or necessary,taking action or directing the Agency to take corrective action in respect of the Agency's administration or operations.
- Receiving the Agency's annual report, submitting it to the LGIC and the Legislature, as required by subsection 6(2) of the Farm Products Payments Act, as well as ensuring that the annual report is made available to the public.
- Informing the Chair of the Ontario Government's priorities and broad policy directions for the Agency.
- Meeting with the Chair as necessary to discuss issues.
- Consulting, as appropriate, with the Chair (and others) on significant new directions or when the Government of Ontario is considering regulatory or legislative changes for the Agency.
- Developing the Agency's MOU with the Chair, as well as any amendments to the MOU, and if satisfied that it is appropriate to do so, signing it into effect after it has been signed by the Chair.
- Reviewing and approving the Agency's annual business plan as required by the AAD.
- Recommending to TB/MBC any provincial funding to be provided to the Agency.
- Directing the Chair to undertake reviews of the Agency on a periodic basis and making recommendations to TB/MBC as may be required after such reviews are completed.
- Review the advice or recommendation of the Chair on candidates for appointment or re-appointment to the Agency.
- Making appointments to the Agency as well as selecting the Chair and Vice Chair(s) of the Agency.
The Minister may delegate any role or responsibility under this MOU as the Minister deems appropriate.
6.2 Deputy Minister
The Deputy Minister is responsible for:
- Advising and assisting the Minister regarding the Minister's responsibilities for the Agency.
- Advising the Minister on the requirements of the AAD and other directives that apply to the Agency.
- Recommending to the Minister, as may be necessary, the evaluation or review, including a risk-based review, of the Agency or any of its programs, or changes to the management framework or operations of the Agency.
- Facilitating briefings and consultations between the Chair and Minister and between the Ministry and Agency staff.
- Attesting to TB/MBC as required on the Agency's compliance with the mandatory accountability requirements set out in the AAD.
- Ensuring, where appropriate, that the Ministry and the Agency have the capacity and systems in place for on-going risk-based management, including appropriate oversight of the Agency.
- Ensuring, where appropriate, that the Agency has an appropriate risk management framework and a risk management plan in place for managing risks that the Agency may encounter in meeting its program or service delivery objectives.
- Undertaking, where appropriate, timely risk-based reviews of the Agency, including its management or operations, as may be directed by the Minister or TB/MBC.
- Establishing a framework for reviewing and assessing the Agency's business plans and other reports.
- Supporting the Minister in reviewing the performance targets, measures and results of the Agency, identifying needs for corrective action where warranted, and recommending to the Minister ways of resolving any issues that might arise from time to time.
- Advising the Minister on documents submitted by the Agency to the Minister for review or approval, or both.
- Submitting to the Minister, as part of the annual planning process, a risk assessment and management plan for each risk category.
- Undertaking such reviews of the Agency as the Minister directs .
- Cooperating with any review of the Agency, as directed by the Minister or TB/MBC.
- 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.
- Negotiating a draft MOU with the Chair of the Agency , as well as any amendments to the MOU, as directed by the Minister.
- Consulting with the Chair, as needed, on matters of mutual importance including compliance with TB/MBS directives and government policies.
- Meeting with the Chair as needed or as directed by the Minister.
- Arranging for administrative, financial and other support to the Agency as specified in this MOU as well as any service level agreements .
- Informing the Chair, in writing, of new government directives and any exceptions to or exemptions in whole or in part from TB/MBC directives or Ministry administrative policies.
When required, submitting a report to the Secretariat of TB/MBC on the wind-down of the Agency (immediately following the disposition of any assets), the completion of the Agency's outstanding responsibilities and the termination of any appointments.
The Deputy Minister may delegate any of the powers and duties assigned to the Deputy Minister under this MOU that the Deputy Minister deems appropriate.
The Chair is responsible for:
- Providing leadership to the Agency and monitoring the Agency's performance, particularly with respect to the translation of government policy objectives into operational plans and activities.
- Recommending appointments and reappointments.
- Chairing Agency meetings in a manner that is consistent with generally accepted business practices.
- Reviewing and approving claims for per diems and expenses for appointees to the Agency prior to submitting to the Ministry.
- Ensuring that appointees to the Agency are informed of their responsibilities under the Public Service of Ontario Act with regard to the rules of ethical conduct (Part III), including the political activity rules (Part IV).
- Recording any declared or apparent conflicts of interest and ensuing recusals and advising the Minister of those conflicts promptly.
- Subject to Schedule "C", carrying out public communications and relations for the Agency as its chief spokesperson.
- Reviewing and approving the Agency's business plan, budget, annual report and financial reports as well as submitting them to the Minister in accordance with the time lines specified in the applicable TB/MBC and Ministry of Finance directives and this MOU.
- Through the Ministry Liaison, ensuring that approved documents are publicly posted as required under the AAD.
- Ensuring the implementation of actions that support the Agency's goals, objectives and strategic directions.
- Implementing administrative policies for appointees
to the Agency concerning:
- A code of conduct or conflict of interest framework
- Post-service conduct (lobbying, appearing before the Agency), including time periods for restrictions.
- Ensuring that appropriate management systems are in place (e.g. financial, information technology and human resource) for the effective administration of the Agency.
- Ensuring that an appropriate framework is in place for Agency staff and Appointees to the Agency receive adequate orientation and training.
- Ensuring that Agency staff (if any) and Appointees to the Agency are aware of and comply with applicable TB/MBC and Ministry of Finance directives with respect to the business and operations of the Agency and their particular responsibilities.
- Ensuring a process for responding to and resolving complaints from the public and Agency clients is in place.
- Meeting with the Minister as necessary to discuss issues and to keep the Minister informed.
- Seeking strategic policy direction for the Agency from the Minister.
- Ensuring timely communications with the Minister regarding any issues or events that may concern, or reasonably expected to concern, the Minister in the exercise of the Minister's responsibilities regarding the Agency.
- 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 Farm Products Payments Act.
- Developing the Agency's MOU with the Minister, as well as any amendments to the MOU, and signing it into effect on behalf of the Agency, as authorized by the Agency.
- Reporting to the Minister, as requested, on the Agency's activities within agreed upon timelines
- Providing both the Minister and the Minister of Finance with a copy of every audit report, a copy of the Agency's response to each report and any recommendations of the audit.
- Advising the Minister annually on any outstanding audit recommendations.
- Advising the Minister of upcoming appointment vacancies and provide recommendations for appointments or re-appointments that have been identified pursuant to the Agency's policy and processes for recruitment.
- Cooperating with any review or audit of the Agency directed by the Minister or TB/MBC.
- Providing an attestation to the Minister, upon the Minister's request, that the Agency is in compliance with all applicable legislation, the AAD, all applicable TB/MBC and Ministry of Finance directives and policies and this MOU.
- Meeting with the Deputy Minister, where appropriate.
- Fulfilling the role of ethics executive for public servants who are government Appointees to the Agency, promoting ethical conduct and ensuring that all members of the Agency are familiar with the ethical requirements of the Public Service of Ontario Act and the regulations and the directives made under the Public Service of Ontario Act, including in respect of conflict of interest, political activity and the protected disclosure of wrongdoing.
The Chair may delegate any authority that has been granted to the Chair under this MOU as the Chair deems appropriate.
The Vice-Chair is responsible for acting in the absence of the Chair.
The Agency is responsible for:
- Setting its goals, objectives and strategic directions within its mandate, as defined by the Farm Products Payments Act, government policies, as appropriate, and this MOU.
- Directing, managing and controlling its affairs as well as setting its overall priorities so that it can fulfill its mandate.
- Directing the development of as well as approving its business plans for submission by the Chair to the Minister within the timelines agreed upon with the Minister or set out in the AAD.
- Directing the preparation of as well as approving its annual reports for submission to the Minister for submitting to the LGIC.
- Managing and controlling its affairs and making decisions consistent with its business plan and exercising reasonable care to ensure that the Agency operates within its allocations.
- Ensuring it manages its affairs in compliance with applicable TB/MBC and Ministry of Finance directives.
- Ensuring it uses pubic funds prudently and only for its business based on the principle of value for money and in compliance with applicable legislation, TB/MBC directives and Ministry of Finance directives.
- Ensuring its funds are used with integrity, honesty, fairness and effective controllership.
- Implementing measures to see a corporate governance
model established that reflects the following:
- Adequate training and orientation process for its members;
- Annual training plan for its members;
- To develop skills profiles for its members;
- To undertake an annual assessment and feedback process; and
- To develop an annual strategic calendar that helps guide its business.
- Establishing such committees as may be required to advise itself on the effective management, governance or accountability procedures for the Agency.
- Approving its MOU, and any amendments to the MOU, in a timely manner and authorizing the Chair to sign the MOU, as well as any amendments to the MOU, on its behalf.
- Approving its reports and reviews that may be requested by the Minister from time to time for submission to the Minister within agreed upon timelines.
- Approving its business plans, reports and review for submission to the Minister in a timely manner.
- Directing the development of an appropriate risk management framework and risk management plan, where appropriate, and arranging for risk-based reviews and audits as needed.
- Establishing performance measures, targets and management systems for monitoring and assessing its performance.
- Directing that corrective action on the functioning or operations, if needed.
- Cooperating with and sharing any relevant information on any risk-based or periodic review directed by the Minister or TB/MBC.
- Consulting, as appropriate, with stakeholders on its goals, objectives, strategic directions, rules and procedures.
- Providing advice to the Ontario Government, through the Minister, on issues within or affecting its mandate and operations.
- Implementing reasonable measures to ensure that it is in compliance with all applicable legislation, regulations, TB/MBC directives, Ministry of Finance directives and this MOU.
- Making decisions consistent with its business plan.
- Developing or updating policies in the following areas:
- The adjudication of claims,
- The collection of debt it is owed, and
- Its by-laws.
- Adjudicating all claims against the Fund in an independent and impartial manner.
- Using commercially reasonable efforts to collect on debts owing to the Fund.
- Where applicable, promoting the conflict of interest rules that the Agency is required to follow, as set out in Ontario Regulation 381/07 made under the Public Service of Ontario Act, 2006 with the members of the Agency and employees of the Agency.
6.6 Agency Liaison
The Agency Liaison is responsible for:
- Communicating with the Ministry Liaison on matters that affect the Agency and/or the Ministry on behalf of the Agency.
- Other duties as the Chair may assign to the Agency Liaison
- Providing an attestation to the Chair, upon the Chair's request. Such attestations could include the following subject-matters: the Agency is in compliance with AAD, applicable TB/MBC and ministry of Finance directives and policies, applicable legislation and this MOU.
- Keeping the Agency , through the Chair, informed of the implementation of policy and the Agency's operations.
- Preparing annual reports and business plans for the Agency as directed by the Agency.
- reparing annual financial reports for the approval of the Agency.
- Supporting the Chair and the Agency in meeting their responsibilities.
- Translating the goals, objectives and strategic directions set by the Agency into operational plans and activities in accordance with the Agency's approved business plan.
- Implementing policies and procedures so that public funds are used with integrity and honesty, and for their intended purpose.
- Recommending, for approval by the Agency, the adoption of prudent investment practices and policies.
- Establishing and applying a financial management framework for the Agency in accordance with applicable Minister of Finance controllership directives, policies and guidelines.
- Advising the Chair on the requirements of and compliance with the AAD and any other applicable directives and policies, and Agency by-laws and policies including attesting to the Chair on the Agency's compliance with mandatory requirements.
- Establish a system to ensure that the Agency operates within its approved business plan.
- Ensuring the Agency has the oversight capacity and an effective oversight framework in place for monitoring its business and operations.
- Ensuring that the Agency has an appropriate risk management framework and risk management plan in place as directed by the Chair to help provide the proper level of assurance that program or service delivery objectives are met.
- Establishing a system for the retention of Agency documents and for making such documents publicly available when appropriate in order to comply with the Freedom of Information and Protection of Privacy Act and the Archives and Record Keeping Act, where applicable.
- Keeping the Ministry and the Chair advised on issues or events that may concern the Minister, the Deputy Minister and the Chair in the exercise of their responsibilities.
- Seeking support and advice from the Ministry, as appropriate, on Agency management issues.
- Consulting with the Ministry Liaison, as needed, on matters of mutual importance, including services provided by the Ministry and on TB/MBC and Ministry of Finance directives and Ministry policies.
- Ensuring that Ministry Liaison receives a copy of the Agency minutes and supporting documentation .
- Cooperating during periodic reviews as directed by the Minister or TB/MBC.
- Implementing reasonable measures to see that the Agency has and will maintain appropriate risk management and mitigation strategies to fulfill its obligations under this MOU.
6.7 Ministry Liaison
The Ministry Liaison is responsible for:
- Communicating with the Agency Liaison on matters that affect the Agency and/or the Ministry on behalf of the Ministry.
- Providing guidance and advice on meeting AAAD requirements.
- Providing policy advice on governance and program policy issues.
- Providing training to the Agency with regard to any policy changes that may affect the operation of the Agency and best practices in governance.
- Ensuring the Agency's annual report is posted on the Ministry's website within 30 days of tabling in the legislature.
- Ensuring the Agency's MOU and business plan are posted on the Ministry's website within 30 days of approval by the Minister.
- Ensuring quarterly expense information for Appointees of the Agency are posted on the Agency's website once reviewed.
The Agency shall comply with all applicable laws, including the statutes set out in Schedule "A" of this MOU and others as may be identified from time to time
The Agency shall comply with all applicable Government Directives and Policies, including those set out in Schedule "B" of this MOU and others as may be identified from time to time.
- As a public body prescribed by the Public Service of Ontario Act, the Agency's Appointees and staff shall comply with the conflict of interest rules in the Public Service of Ontario Act unless the Agency submits conflict of interest rules to the Conflict of Interest Commissioner that are equivalent in degree to those set out in the Public Service of Ontario Act and the Conflict of Interest Commissioner has approved such rules before being implemented.
- The Chair is responsible for ensuring that Appointees to the Agency and staff of the Agency (if any) are informed of the conflict of interest rules to which they are subject, including the rules on political activities and the protected disclosure of wrongdoing that apply to the Agency.
- The Agency shall ensure, in order to avoid any conflict of interest (real or perceived), that none of its employees or contractors that provide adjudicative support to it are involved in any licencing activities under the Grains Act, or where they are so involved, that all appropriate measures are taken to avoid any conflict (real or perceived), including the use of ethical walls.
The Parties to this MOU recognize that the timely exchange of information on the operations and administration of the agency is essential for the Minister to meet her responsibilities for reporting and responding to the Legislative Assembly on the affairs of the agency. The Minister and the Chair also recognize that it is essential for the Chair to be kept informed of the government initiatives and broad policy directions that may affect the agency's mandate and functions.
The Parties, therefore, agree as follows:
- The Chair will keep the Minister advised, in a timely manner, of all planned events and issues that concern or can be reasonably expected to concern the Minister in the exercise of his/her responsibilities.
- The Minister will consult with the Chair, as appropriate, on broad Ontario Government policy initiatives or legislation being considered that may impact on the agency's mandate or functions.
- The Minister may consult with the Chair on initiatives
proposed to amend the Farm
Products Payment Act, as appropriate, including consultation on any review of the Agency's mandate or assessment of the continuing need for its service.
- The Minister and the Chair will consult with each other on public communications strategies and publications. They will keep each other informed of the results of stakeholder and other public consultations and discussions.
- The Deputy Minister and the Chair will meet as needed to discuss issues relating to the efficient operation of the Agency and the provision of services by the Ministry to the Agency
- The Agency will continue to:
- Make recommendations to the Minister respecting amendments to the governing legislation; and
- Respond to the Minister's request for comments respecting proposed changes to the Farm Products Payments Act and its regulations in a timely manner.
- The Agency shall be governed by the protocol set out in Schedule "C" of this MOU for all matters that are to be broadly communicated to the public at large either directly or through the media. The protocol shall not apply to the Agency's day-to-day communications made in the normal course of the Agency's business, such as contact with individual claimants and the issuance notices and decisions.
11.1 Business Plan
- The chair will submit to the Minister for approval the Agency's annual business plan covering a minimum of three years from the current fiscal year.
- The Chair is responsible for ensuring that the Agency's
business plan meets the requirements of the AAD and includes:
- performance measures and targets over the life of the business plan; .
- a risk assessment and risk management plan to assist the Ministry in developing its risk assessment and risk management plan information, in accordance with the requirements of the AAD , for reporting to TB/MBC; and
- a financial budget over the life of the business plan.
- The Chair will submit the business plan to the Ministry's Chief Administrative Officer or designated Executive Lead for the provincial Agencies three months prior to the beginning of the Agency's fiscal year. Ministry staff will review and recommend the business plan for approval no later than one month prior to the start of the Agency's fiscal year.
- The Minister shall review the Agency's annual business plan and will promptly advise the Chair whether or not the Minister concurs with the directions the Agency proposes. The Minister may advise the Chair where and in what manner the Agency's plans vary from the Government of Ontario or the Ministry's policy or priorities. In the event of any variance between the Government of Ontario or the Ministry's policy or priorities and the Agency's plans, the Chair shall revise the Agency's annual business plan accordingly.
- If the Minister approves the Agency's annual business plan, the Minister shall provide such approval in writing.
- TB/MBC may require the Minister to submit the Agency's annual business plan to it for its review at any time.
11.2 Annual Reports
- With assistance of the Ministry's Liaison, the Chair is responsible for ensuring that the Agency's annual report is submitted to the Minister for tabling in the Legislature.
- The Agency's annual report shall be submitted to the Minister no later than one hundred twenty (120) days after the Agency's fiscal year-end. Or, where the Auditor General has conducted an audit, the Agency's annual report shall be submitted within 90 days of the Agency's receipt of the audited financial statements .
- The Agency's annual report shall meet the requirements set out in the AAD.
- The Minister shall, as required by section 6(2) of the Farm Products Payments Act, submit the Agency's annual report to the LGIC and then shall lay the annual report before the Legislature if it is in session, or if not, in the next session of the Legislature.
11.3 Other Reports
- The Chair is responsible for ensuring that any reports requested by the Minister or the Deputy Minister that relate to the provision of specific data and/or other information requests that may be required from time-to-time for the purposes of the Ministry's administration are provided.
- Where applicable, the Minister may ask the Agency to, and the Agency shall retain an actuary to provide to the Minister through the Agency such information that the Minister considers helpful in discussing prospective changes to the Fund. Where the information requested by the Minister is for evaluating and considering changes to the Fund, and where the provision of such information to the Minister is consistent with the Agency's fiduciary obligation, the cost of the actuary and any other reasonable related cost incurred by the Agency shall be paid out of the Fund.
- The Auditor General shall audit the Agency pursuant to section 5(7) of the Farm Products Payments Act.
- The Agency is subject to periodic review and value-for-money audit by the Auditor General under the Auditor General Act or by the Ontario Internal Audit Division.
- The Ontario Internal Audit Division may also carry out an internal audit if approved to do so by the Ministry's Audit Committee or by the Corporate Audit Committee.
- The Minister may, regardless of whether any external audits have been completed, direct that the Agency be audited. The Minister shall determine the timing and responsibility of the review, the roles of the Chair and the Deputy Minister and the manner in which other parties (if any) are to be involved. The results of the review shall be submitted to the Minister.
- The Agency shall promptly provide a copy of every report from an audit to the Minister and the Minister of Finance. The Agency shall also provide a copy of its response to the audit report and any recommendations therein. Further, the Agency shall advise the Minister annually of any outstanding audit recommendations.
- The Chair may request an external audit of the financial transactions or management controls of the Agency at the Agency's expense.
The Agency's financial arrangements in relation to the Fund shall be in accordance with the requirements of the Farm Products Payments Act. Any other financial arrangements provided for by the Agency or on behalf of the Ministry or any other entity shall be in compliance with all applicable Acts, as set out in Schedule "A" of this MOU. The Chair is responsible for ensuring that the Agency's financial statements and financial records are prepared in accordance with such accounting policies and principles as may be directed by TB/MBC and/or the Ministry of Finance or, in default of any direction, with Canadian Generally Accepted Accounting Principles.
- All financial procedures for the Agency shall be in accordance with TB/MBC and Ministry of Finance directives and guidelines, the Ministry's corporate financial and administrative policies and procedures and other applicable Ministry and Ontario Government's guidelines, directives and policies, as set out in Schedule "B" of this MOU.
- The Agency shall maintain a bank account in its own name and manage its financial activities in accordance with the Ontario Financing Authority's policy directions.
- The Chair shall be responsible for the maintenance of documentation to support the Agency's expenditures.
- When ordered to do so by the Minister of Finance, pursuant to section 16.4 of the Financial Administration Act, the Agency shall pay into the CRF any money that the Minister of Finance determines is surplus to its requirements.
- The Agency shall not enter into any financial arrangement or commitment, guarantee, indemnity or similar transaction that may increase, directly or indirectly, the indebtedness or contingent liabilities of the Government of Ontario without first obtaining the written approval of the Minister of Finance, as required by section 28 of the Financial Administration Act. The Minister's approval is required before seeking the Minister of Finance's statutory approval.
- The Agency is funded by producer "check-off" fees that it receives under the Farm Products Payments Act and the interest earned thereon.
- The Agency is expected to be self-sustaining, meeting
all of its operating costs out of the Fund it administers, except
for the following costs:
- The provision of legal services, and
- The provision of investigative services.
- Recovered costs and other revenues (excluding recoveries),if any, shall be paid to the CRF unless otherwise provided by law.
- The Chair is responsible for ensuring that all monies the Agency receives are appropriately segregated according to its specific program fund as well as ensuring the financial integrity of all specific program funds.
- All revenues generated by the Agency shall be accounted for in the Agency's financial statements.
13.3 Financial Reports
- The Chair shall report to the Minister on the Agency's financial and operating performance relative to planned performance on a regular basis and when significant variances occur to the plan.
- The Chair will provide to the Minister audited annual financial statements and will include them as part of the Agency's annual report. The statements will be provided in a format that is in accordance with the Government of Ontario's stated accounting policies issued by the Office of the Provincial Controller.
- The Agency shall submit to the Ministry of Finance, through the Ministry, its salary information according to the Public Sector Salary Disclosure Act.
- The Chair shall provide, on instruction from the Minister of Finance, the Agency's financial information for consolidation into the Public Accounts.
- The Chair shall prepare and present to the Deputy
Minister a financial report on a quarterly basis that includes,
but is not necessarily limited to, the following:
- Year-to-date actual expenditures for the Agency's operating accounts;
- Fiscal year end financial forecast of expenditures and revenues; and
- An explanation with respect to any significant variances from the Agency's approved business plan.
- The Chair shall prepare and present other financial reports as requested by the Minister or the Deputy Minister.
- The Agency Liaison shall provide the Ministry Liaison with quarterly operating reports on the Agency's programs and activities.
13.4 Taxation Status - Harmonized Sales Tax
The Agency shall pay taxes for the goods and services it purchases in accordance with the provisions of the tax laws of Ontario and the applicable federal tax laws of Canada, as those laws may be amended or replaced from time to time.
13.5 Fees to the Fund
- The producer "check-off" fees collected in accordance with the Farm Products Payments Act and its regulations are to be forwarded to the Agency for deposit into the Fund.
- The Agency shall deposit all producer "check-off" fees it receives under the Farm Products Payments Act in a Canadian chartered bank or financial institution in Ontario that is supervised or examined by a governmental authority in the jurisdiction in which the bank or financial institution carries on business.
- The Agency shall deposit the producer "check-off" fees it receives into the proper separate account that has been established under the Fund for that "check-off" fee.
13.6 Payments from the Fund
- The Agency shall pay all claims approved under the Farm Products Payments Act from the Fund in accordance with the Act. In the event of a conflict between the provisions of the Act and the terms and conditions of the MOU, the Act shall prevail.
- No payment shall be made out of the Fund unless it is authorized by the Agency and made in accordance with procedures established by the Agency
- The Agency shall pay all operating expenses out of the Fund, other than those set out in section 13.2 B of this MOU or for the remuneration of those of its employees who are public servants employed under Part 111 of the Public Service of Ontario Act.
- The Agency shall pay all money required for the repayment of any advances or loans made under the Farm Products Payments Act.
- The Agency may engage persons to provide professional, technical or other assistance to the Agency and such costs shall be paid from the Fund.
- The Agency shall pay the person or persons who are responsible for determining whether a grain dealer or operator is financially responsible in accordance with the terms and conditions of the agreement the Agency enters into with that person or persons, provided that any annual payment due under such an agreement does not exceed thirty percent (30%) of total annual licensing costs.The balance of the licensing costs, being seventy (70%) or more, shall be borne between dealers and the Ministry.
- The Agency further agrees to pay the amount toward the cost to determine financial responsibility for grain dealers or operators out of the Fund referred to in clause 13.6 F of this MOU for each month up to and including the month in which the Agency is dissolved and a successor organization (if any) is designated to administer the Fund or clause 13.6 F of this MOU is amended.
- The Agency agrees that the fact it is paying for the services of a person or persons to determine financial responsibility of grain dealers or operators does not entitle the Agency to any input into any aspect of licensing under the Grains Act.
- Should the Agency have concerns regarding the costs of the services that the person or persons responsible for determining financial responsibility is charging, the Agency shall notify the Ministry Liaison. Upon notification, the Ministry agrees to review the costs and determine what (if any) action should be undertaken.
- The Agency shall seek formal assurances from the person or persons who determine the financial responsibility of grain dealers or operators and/or provide administrative/secretariat support to the Agency that that person or persons only uses the funds the Agency may provide to them for the sole purposes of determining financial responsibility of grain dealers or operators under the Grains Act and/or providing administrative/secretariat support.
13.7 Money Recovered
The Agency shall deposit all money it recovers from dealers under the Farm Products Payments Act into the appropriate account under the Fund that corresponds with the fund from which a payment to a producer or onwwner was made.
13.8 Actuarial Review
- The Agency may undertake an actuarial review, at any time, in order to ensure the strength of the Funds.
- The Agency shall also undertake an actuarial review of the Fund at the Minister's direction.
- The Agency shall also undertake an actuarial review of the Fund when either the Agency or the Minister is contemplating a change in the amount of the producer "check-off" fee. The Minister may, on the basis of the Agency's actuarial review, recommend to the LGIC an adjustment to the producer "check-off" fee.
13.8 Fiscal Year
The Agency's fiscal year shall be the same as the Ministry's (i.e. April 1st to March 31st).
13.9 Investments an Investment Policy
- Although not a trustee and not bound by the Act, the Agency will nevertheless invest the Fund in accordance with the principles in sections 26, 27 , 27.1 and 27.2 of the Trustee Act as set out in Schedule D to the extent that they inform prudent investing.
- The Agency is responsible for the prudent management
of the Fund's investments.
- The Agency may delegate aspects of administration and oversight of the Fund's investment as it deems appropriate to a third party Fund manager.
- The specific roles, responsibilities, and authorities of the Agency and the third party Fund manager in the administration and oversight of the Fund must be documented in an investment policy which is reviewed periodically and amended as required by the Agency.
- An Investment Policy must be established taking notice
of the criteria/guidelines set out in section 27 of the Trustee
Act and Schedule E. Without limitation,the policy must:
- communicate the Agency's investment philosophy and risk tolerance;
- describe the Fund objectives, asset mix, governance, permitted investments, method of valuing the investments, and risk management;
- demonstrate due diligence (i.e., that the system follows a prudent set of procedures) and include written procedures outlining how the investment policies will be implemented and monitored. This should at a minimum: identify responsibilities and accountabilities; set out the process for recommending, approving, and implementing decisions; determine the frequency and format of reporting and of performance measures;
- provide instructions to a third party Fund manager to ensure proper execution of the investment policy; and
- Describe the role of the third party Fund managers in managing the assets of the Fund and document the selection of investment managers, the determination of their remuneration, as well as any decision to replace an investment manager in a manner that encourages compliance with the policy's objectives, goals and procedures;
- The Investment Policy shall be reviewed by the Agency at least annually and amended as required. Additionally, the Investment Policy must be reviewed by an actuary as part of any actuarial review to ensure it remains relevant to the prevailing and forecasted nature of the Fund's liabilities.
- The Investment Policy must be submitted to the CAO, Ministry's Research and Corporate Services Division within 120 days of the signing of this MOU. Any updates must be submitted to the Ministry within 30 days of approval by the Agency.
- At the Ministry's request or at least once every five fiscal years at the Agency's own initiative, and at the Parties' mutual expense, the Agency shall have a detailed review of the fitness of, without limitation, the Fund's investments and transactions conducted against its Investment Policy by an actuary on terms of reference that are acceptable to the Ministry. The Agency shall make a copy of the report available to the Ministry. _In the event that a deficiency or risk is identified in the actuary's report, the Agency shall propose a remediation plan in accordance with the actuary's recommendations and shall implement that plan.
- The Minister may appoint Agency members pursuant to section 2(2) of the Farm Products Payments Act. The LGIC may fix the remuneration of members appointed to the Agency who are not also employed in the Ontario Public Service.
- The Minister shall appoint a Chair and a Vice-Chair for the Agency from among its members pursuant to subsection 3(2) of O. Reg. 448.
- Remuneration for members of the Agency who are not also employed in the Ontario Public Service is provided via a per diem set out in an Order in Council, which is predicated on the MBC Agencies and Appointments Directive.
- The Agency's Chair shall advise the Minister of upcoming
appointment vacancies and provide recommended candidates for appointments
or re-appointments that have been identified pursuant to 4 (1)
(a) of 0. Reg. 70/12 and the Agency's policy and processes for
The Minister, may, as part of the Minister's consideration as to who the Minister should appoint to the Agency, review the advice or recommendations of the Chair and make appointment or re-appointment of Agency members on a timely basis to ensure effective continuing direction and oversight of the Agency.
- Government appointments will respect the needs of the Agency, 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.
The Agency may procure adjudicative and administrative support services from a third party, provided the individual(s) providing the adjudicative administrative support services is not (are not) involved in any licencing activities under the Grains Act, or where they are so involved, that all appropriate measures are taken to avoid any conflict (real or perceived), including the use of ethical walls.
15.1 Agency to Follow These Requirements When Providing Its Own Administrative Support Services
- The Agency shall develop and operate administrative procedures that are consistent with the principles of the administrative policies established and specified in the Public Service of Ontario Act, its regulations, the applicable TB/MBC directives/policies, associated guidelines and the Ministry's corporate policies.
- The Board has the authority and responsibility for its administrative services and is accountable to the Minister for those administrative services.
15.2 Freedom of Information and Protection of Privacy Act
The Minister is the institution head for the purposes of the Freedom of Information and Protection of Privacy Act.
15.3 Records Management
- Both the Chair and the Minister recognize and acknowledge that the Agency is subject to the provisions of the Archives and Record Keeping Act and the Freedom of Information and Protection of Privacy Act. Further, both the Chair and the Minister recognize and acknowledge that the Agency is bound to follow the requirements set out in the Freedom of Information and Protection of Privacy Act in relation to the collection, retention, security, use, distribution and disposal of records.
- The Chair is responsible for ensuring that the Agency complies with the Archives and Recordkeeping Act.
- The Chair is responsible for ensuring that the Agency complies with the requirements set out in the Freedom of Information and Protection of Privacy Act.
- The Chair is responsible for ensuring that the Agency complies with TB/MBC Management of Recorded Information Directive.
- The Chair is responsible for ensuring that a system is in place for the creation, collection, maintenance and disposal of the Agency's records.
- The Chair and the Agency shall protect the legal, fiscal and other interests of the Agency by implementing reasonable measures to ensure the ongoing viability, integrity, preservation and security of all official records created, commissioned or acquired by the Agency. This includes, but is not limited to, all electronic records, such as e-mails, information posted on the Agency's website(s), database datasets and all records stored on personal computers and shared drives.
- The Chair is responsible for ensuring reasonable measures are implemented requiring the Agency's employees to create full, accurate and reliable records that document and support significant business transactions, decisions, events, policies and programs.
15.4 Customer Service and Quality Review Process
- The Agency shall adhere to the service quality initiatives of the Ontario Government and the Ministry and must have established standards that are consistent with the stated Ontario Public Services standards.
- The Agency shall maintain and operate a formal process for responding to complaints about the quality of service received from customers/clients.
- The Agency's annual business plan will include performance measures and targets for customer service and the Agency's response to complaints.
- The Agency shall comply with the Accessibility for Ontarians with Disabilities Act.
15.5 Legal Services
- The Ministry of the Attorney General shall provide legal services for the Agency.
- The Agency may request outside legal assistance when it requires expertise unavailable within the Ministry of the Attorney General or when the use of the Ministry of the Attorney General would result in a conflict of interest.
- The Ministry of the Attorney General shall approve the retention of outside legal counsel by the Agency. The Agency will refer to and comply with the MBC directives on legal services and the retention of counsel when obtaining external legal counsel. Where the Agency retains the services of outside legal counsel, the Agency shall be responsible for paying any and all costs associated with said retention out of the Fund it administers.
15.6 Investigative Services
The Ministry will provide investigative services to the Agency.
15.7 Procurement Arrangements
The Agency is classified as an "Other Included Entities" for the purposes of TB/MBC's Procurement Directive. The Procurement Directive includes mandatory requirements for Other Included Entities. As an Other Included Entities, the Agency is required to establish and follow its own procurement policy and related processes and procedures, provided they do not conflict with the mandatory section(s) of the Procurement Directive.
15.8 Intellectual Property
The Chair is responsible for ensuring that the legal, financial and other interests of the Ontario Government in intellectual property are protected in any contract that the Agency may enter into with a third party that involves the creation of intellectual property.
Section 2(9) of the Farm Products Payments Act provides that no action or other proceeding for damages may be instituted against any member of the Agency, employees in the service of the Agency for any act done in good faith in the execution or intended execution of the person's duty or for any alleged neglect or default in the execution in good faith of that person's duty.
The On behalf of Her Majesty the Queen in right of Ontario, the Minister agrees to at all times indemnify and save harmless in the manner and form set out in Schedule "F" of this MOU the Appointees to the Agency from and against all claims, demands , losses, costs, damages, actions, suits or other proceeding by whomsoever made, sustained, brought or prosecuted that is in any way attributable to anything done in good faith under the authority or purporting to be done under the authority of the Farm Products Payments Act.
17.1 Effective Date of the MOU and Duration
This MOU becomes effective on the date it is signed by the Parties and continues in effect until it is revoked or a new MOU is signed by the Parties.
17.2 Process for Review and Amendment
- Upon a change of the person appointed as the Minister or as the Chair, the parties must either sign a letter of affirmation of the content of this MOU or sign a new MOU within six months of the change
- The MOU may be reviewed:
- By written request of either Party to the other;
- At the discretion of TB/MBC or the Minister;
- As a result of a review of the Agency's mandate, which is required at least every seven (7) years; or
- Immediately in the event of a significant change to the Agency's mandate, powers or governance structure as a result of an amendment to the Farm Products Payments Act.
If there is a review of the Agency,
- The Minister shall consult the Chair, as appropriate, during any such review.
- The Agency shall cooperate in the review.
17.4 Amendment to the MOU
Any amendments to this MOU shall be dated, signed by both the Minister and the Chair and will form a part of this MOU.
In the event of a conflict between applicable legislation, regulations, TB/MBC and Ministry of Finance directives and policies, the AAD, this MOU and any service level agreements the Agency and the Ministry may enter into whereby the Agency provides services on behalf of the Ministry, the conflict shall be resolved in accordance to the following descending hierarchy:
- Applicable legislation
- Applicable regulations
- TB/MBC directives and policies, including the AAAD
- Ministry of Finance directives and policies
- This MOU
- Service level agreements
Chair, Grain Financial Protection Board
The Honorable Jeff Leal
Minister of Agriculture, Food and Rural Affairs
Schedule"A" - Applicable Statutes
The Agency shall comply with all applicable acts and regulations. Without limiting the generality of the foregoing, the Agency shall comply with the following statutes (and the regulations made thereunder):
- Accessibility for Ontarians with Disability Act;
- Archives and Recordkeeping Act;
- Emergency Management and Civil Protection Act;
- Farm Products Payments Act;
- Financial Administration Act;
- Freedom of Information and Protection of Privacy Act;
- French Language Services Act;
- Grains Act;
- Pay Equity Act;
- Public Sector Salary Disclosure Act; and
- Public Service of Ontario Act
Schedule "B" - Applicable Treasury Board/Management Board of Cabinet and Ministry of Finance Directives
The Agency is classified as a Board-Governed Provincial Agency and shall comply with all TB and/or MBC directives and policies applicable for an agency of its classification and all directives/policies as stated in this MOU, including but not limited to:
Business Planning and Financial Management Directives/Policies
- Delegation of Authority (Key Directive)
- Business Planning and Allocation Directive
- General Expenses
- Travel, Meal and Hospitality Expenses Directive
- Indemnification Directive
- Open Data Directive
Accountability and Governance Directives/Policies
- Accountability Directive (Key Directive)
- Agencies and Appointments Directive
- Advertising Content Directive
- Procurement Directive
- Internal Audit Directive
- Accessible Customer Service Policy
Information and Information Technology Management Directives/Policies
- Enhancing Privacy: Computer Matching of Personal Information
- Freedom of Information and Privacy Directive
- Management of Recorded Information Directive
- Procurement Directive
- Visual Identity Directive
- OPS Service Directive
Schedule "C" - Communications Protocol
This communications protocol outlines the respective roles for the Ontario Ministry of Agriculture, Food and Rural Affairs (OMAFRA) and Grain Financial Protection Board (Board), referred to as the parties, in the development, approval and distribution of communications products for programs and services delivered by Grain Financial Protection Board on behalf of the Ontario Ministry of Agriculture, Food and Rural Affairs.
"Public communications" means material that is broadly communicated to the public at large, either directly or through the media in:
- Oral format, such as a media response, speech or public presentation;
- Printed format, such as a hardcopy report, news release, bulletin; or
- Electronic format, such as a posting to a website.
For the purposes of this Protocol, public communications does not include day-to-day communications made in the normal course of the Agency's business, such as its ordinary contact with individual claimants and the issuance of notices and decisions.
A "contentious issue" is a matter that is, or may reasonably be expected to be, of concern to the legislative assembly or the public, or is likely to result in inquiries being directed to the minister or government.
Purpose of Protocol
The aim of the Protocol is to ensure that parties are notified of significant activities and contentious issues before they are in the public domain. It outlines best practices to ensure the delivery of accurate, consistent and timely communications products and services. The Protocol will facilitate timely and appropriate:
- Information-sharing and fact-checking;
- Notification of issues; and
- Responses to media inquiries.
The Protocol between the Ministry and the Grain Financial Protection Board will be appended to the MOU between the Ministry and the Grain Financial Protection Board. It will become effective on the signing of the MOU.
Information Sharing and Face-Checking
Parties agree to exchange information related to communications issues, products, events, and contentious media and high profile stakeholder or community contacts or public correspondence trends, as well as social media and blogs.
Each party must establish internal protocols to support an open exchange of information and collaboration, and is responsible for its own internal communications processes, including briefings, information flow, review and approvals.
Each party will ensure the confidentiality of draft and pre-release (advance) documents unless required to be disclosed pursuant to FIPPA or other legal requirement.
To assist in the development of their respective communications products, the Ministry and the Grain Financial Protection Board will proactively share the following complementary elements:
- Key messages;
- Questions and answers (for Minister's Office, senior management, staff, industry, and media) as appropriate; and
- Communication plans.
All parties will collaborate to support the development of high quality, consistent and timely communications. The following communications products will be shared in draft form through the public communications leads where appropriate to facilitate fact-checking, consistency and currency of messaging.
- News releases;
- Web copy; and
- Other public-facing materials as appropriate.
The parties agree to provide each other with a copy of all final documents.
All communications products and technical resources developed for programs and services delivered by the Grain Financial Protection Board on behalf of OMAFRA shall use the Ontario trillium logo, as well as the Grain Financial Protection Board wordmark. The usage of these graphic items will follow the government's Visual Identity Directive.
The parties are required to provide early notification of all contentious issues. A contentious issue could result from a decision about a policy, program, service, a regulatory decision, an adjudicatory decision or a quote wrongly attributed to the government, its representative or the Grain Financial Protection Board.
The parties agree to provide information required to develop their respective briefing materials for items identified as contentious. The Ministry requires the following:
- For its Issues Statement - succinct description of the issue and the anticipated question regarding the problem;
- Key messages - the Ministry will develop its own key messages and the Grain Financial Protection Board will share its key messages; and
- Background information - facts about the issue and the broader context of the issue.
No party will speak on behalf of the other, and instead, direct media to the appropriate point person.
Each party will handle media calls through their normal internal processes.
Each party will notify the others of any media calls related to contentious issues or interviews related to business risk management programs in the same business day. For contentious issues, the parties will inform each other prior to responding to the call.
The following information will be shared:
- Date and time of call;
- Reporter's name and contact information;
- Name of publication or media outlet;
- Nature of the request;
- Key messages to be communicated to media; and
- Reporter's deadline.
Schedule "D" - Sections 26, 27, 27.1 and 27.2 of the Trustee Act
Investments authorized by other Acts or regulations
26. If a provision of another Act or the regulations under another Act authorizes money or other property to be invested in property in which a trustee is authorized to invest and the provision came into force before section 16 of Schedule B of the Red Tape Reduction Act, 1998, the provision shall be deemed to authorize investment in the property in which a trustee could invest immediately before the coming into force of section 16 of Schedule B of the Red Tape Reduction Act, 1998. 1998, c. 18, Sched. B, s. 16 (1).
27. (1) In investing trust property, a trustee must exercise the care, skill, diligence and judgment that a prudent investor would exercise in making investments. 1998, c. 18, Sched. B, s. 16 (1).
(2) A trustee may invest trust property in any form of property in which a prudent investor might invest. 1998, c. 18, Sched. B, s. 16 (1).
Mutual, pooled and segregated funds
(3) Any rule of law that prohibits a trustee from delegating powers or duties does not prevent the trustee from investing in mutual funds, pooled funds or segregated funds under variable insurance contracts, and sections 27.1 and 27.2 do not apply to the purchase of such funds. 2001, c. 9, Sched. B, s. 13 (2).
Common trust funds
(4) If trust property is held by co-trustees and one of the co-trustees is a trust corporation as defined in the Loan and Trust Corporations Act, any rule of law that prohibits a trustee from delegating powers or duties does not prevent the co-trustees from investing in a common trust fund, as defined in that Act, that is maintained by the trust corporation and sections 27.1 and 27.2 do not apply. 1998, c. 18, Sched. B, s. 16 (1); 2001, c. 9, Sched. B, s. 13 (3).
(5) A trustee must consider the following criteria in planning the investment of trust property, in addition to any others that are relevant to the circumstances:
- General economic conditions.
- The possible effect of inflation or deflation.
- The expected tax consequences of investment decisions or strategies.
- The role that each investment or course of action plays within the overall trust portfolio.
- The expected total return from income and the appreciation of capital.
- Needs for liquidity, regularity of income and preservation or appreciation of capital.
- An asset's special relationship or special value, if any, to the purposes of the trust or to one or more of the beneficiaries. 1998, c. 18, Sched. B, s. 16 (1).
(6) A trustee must diversify the investment of trust property to an extent that is appropriate to,
(a) the requirements of the trust; and
(b) general economic and investment market conditions. 1998, c. 18, Sched. B, s. 16 (1).
(7) A trustee may obtain advice in relation to the investment of trust property. 1998, c. 18, Sched. B, s. 16 (1).
Reliance on advice
(8) It is not a breach of trust for a trustee to rely on advice obtained under subsection (7) if a prudent investor would rely on the advice under comparable circumstances. 1998, c. 18, Sched. B, s. 16 (1).
Terms of trust
(9) This section and section 27.1 do not authorize or require a trustee to act in a manner that is inconsistent with the terms of the trust. 2001, c. 9, Sched. B, s. 13 (4).
(10) For the purposes of subsection (9), the constating documents of a corporation that is deemed to be a trustee under subsection 1 (2) of the Charities Accounting Act form part of the terms of the trust. 2001, c. 9, Sched. B, s. 13 (4).
Trustee may delegate functions to agent
27.1 (1) Subject to subsections (2) to (5), a trustee may authorize an agent to exercise any of the trustee's functions relating to investment of trust property to the same extent that a prudent investor, acting in accordance with ordinary investment practice, would authorize an agent to exercise any investment function. 2001, c. 9, Sched. B, s. 13 (5).
Investment plan or policy
(2) A trustee may not authorize an agent to exercise functions on the trustee's behalf unless the trustee has prepared a written plan or policy that,
- complies with section 28; and
- is intended to ensure that the functions will be exercised in the best interests of the beneficiaries of the trust. 2001, c. 9, Sched. B, s. 13 (5).
(3) A trustee may not authorize an agent to exercise functions on the trustee's behalf unless a written agreement between the trustee and the agent is in effect and includes,
- a requirement that the agent comply with the plan or policy in place from time to time; and
- a requirement that the agent report to the trustee at regular stated intervals. 2001, c. 9, Sched. B, s. 13 (5).
(4) A trustee is required to exercise prudence in selecting an agent, in establishing the terms of the agent's authority and in monitoring the agent's performance to ensure compliance with those terms. 2001, c. 9, Sched. B, s. 13 (5).
(5) For the purpose of subsection (4),
- I. prudence in selecting an agent includes compliance with any regulation made under section 30; and
- prudence in monitoring an agent's performance includes,
- reviewing the agent's reports,
- regularly reviewing the agreement between the trustee and the agent and how it is being put into effect, including considering whether the plan or policy of investment should be revised or replaced, replacing the plan or policy if the trustee considers it appropriate to do so, and assessing whether the plan or policy is being complied with,
- considering whether directions should be provided to the agent or whether the agent's appointment should be revoked, and
- providing directions to the agent or revoking the appointment if the trustee considers it appropriate to do so. 2001, c. 9, Sched. B, s. 13 (5).
Duty of agent
27.2 (1) An agent who is authorized to exercise a trustee's functions relating to investment of trust property has a duty to do so,
- with the standard of care expected of a person carrying on the business of investing the money of others;
- in accordance with the agreement between the trustee and the agent; and
- in accordance with the plan or strategy of investment. 2001, c. 9, Sched. B, s. 13 (5).
No further delegation
(2) An agent who is authorized to exercise a trustee's functions relating to investment of trust property shall not delegate that authority to another person. 2001, c. 9, Sched. B, s. 13 (5).
Proceeding against agent
(3) If an agent is authorized to exercise a trustee's functions relating to investment of trust property and the trust suffers a loss because of the agent's breach of the duty owed under subsection (1) or (2), a proceeding against the agent may be commenced by,
- the trustee; or
- a beneficiary, if the trustee does not commence a proceeding within a reasonable time after acquiring knowledge of the breach. 2001, c. 9, Sched. B, s. 13 (5).
Schedule "E" - Investment Policy Components and Considerations
The Agency is aware that the Ontario Financing Authority is available to it as a resource for investment advice. It shall, at a minimum, consider the following components as part of a prudent Investment Policy for the Fund:
1. Actuarial Review/Liability Analysis
The review will be a comprehensive document that sets the economic assumptions and forms the basis of estimating the future cost of liabilities. The estimation would be based on future cash flow projections to determine variability of cash requirements. A sensitivity analysis to determine the main drivers / factors impacting the liability estimate. These two factors will determine the target rate of return required to meet future cash flow needs. The assumptions in the review should be reviewed periodically to ascertain if any adjustments to the Investment Policy are needed to maintain the viability of the Fund.
2. Investment & Risk Management Philosophy
The Investment & Risk Management Philosophy will specify the diversification of assets across major asset classes (Fixed Income, Equity and Alternatives) consistent with legislation and include an Investment Management Structure (external versus internal management, active versus passive investing, number and style of the Manager). The philosophy will include a determination of risks (volatility, credit, liquidity and concentration) that will be used as monitoring tools.
3. Asset/Liability Study
The study will determine the asset allocation to achieve the stated target rate of return with consideration to risk and the level of contributions. Stress testing and scenarios analysis will determine variability of the funding status (Assets -Liabilities). Periodicity of the study depends on the nature of the liability and usually coincides with the actuarial review.
4. Statement of Investment Policies and Procedures
This is the governing document that sets out the Fund return objective, Fund benchmark and risk tolerances (volatility, security, time horizon and liquidity) and includes:
- Fund governance structure setting the roles, responsibilities and duties of the Agency and the investment manager.
5. Performance Measurement, Monitoring and Reporting
Monthly monitoring through performance measurement to determine if corrective action is required to meet desired the target rate of return.
Schedule "F" - Form of Indemnity
To: Appointee of the Grain Financial Protection Board
In consideration of your agreement to be appointed to act as a Member of the Grain Financial Protection Board (GFPB), the undersigned, Her Majesty the Queen in right of Ontario as represented by the Minister of Agriculture, Food and Rural Affairs (the "Province") hereby agrees, subject to the terms hereof, to indemnify and hold harmless you and your heirs and legal personal representatives against and from any and all losses, costs, damages, expenses and liabilities of whatsoever kind, including amounts paid to settle an action or to satisfy a judgement and including all legal fees and other expenses (a "Claim" or collectively, the "Claims") which you may sustain or incur or become subject to by reason of your being or having been a Member of the GFPB, but this indemnity does not apply with respect to Claims:
- arising from any circumstances for which coverage is provided under an insurance policy or claims fund to the extent that you are indemnified or covered under such policy or fund;
- arising out of circumstances in which you did not act in the performance or intended performance of your duties as a Member of the GFPB; or
- brought about or contributed to by your dishonesty, negligence or wilful misconduct.
In order to be entitled to indemnification hereunder, you must comply with the following terms and conditions:
- if you receive a notice of Claim or Claims, whether actual or threatened, you shall forthwith deliver to the Province (through the Director of Legal Services of the Ministry of Agriculture, Food and Rural Affairs) a notice setting forth in reasonable detail all available particulars of the Claim;
- upon the written request of the Province, you shall furnish to the Province copies of all documents and provide any other information relating to the Claim(s) that is in your possession or under your control;
- you shall take all reasonable steps necessary, in a timely manner, to secure and preserve your rights in respect of the Claim(s) and, to the extent that you have a right to commence a proceeding against another person (whether for damages or indemnification or otherwise) in respect of a matter for which you claim indemnification from the Province hereunder, you shall assign that right to the Province and subrogate the Province to that right to the extent of the amounts paid by the Province or for which the Province is liable hereunder;
- you shall not voluntarily assume any liability in respect of or settle or compromise a Claim or any proceeding relating thereto without obtaining the Province's prior written consent;
- the Province shall have the right to participate in or assume control of the negotiation, settlement or defence of the Claim(s) and any proceedings relating thereto or appeal thereof but the Province may not settle any action commenced against you without your written consent;
- if the Province elects to participate in or assume control of the negotiation, settlement or defence of the Claim(s) and any proceedings relating thereto or appeal thereof, you shall cooperate fully with the Province in connection with the same, and you shall agree to be represented by legal counsel chosen by the Province, unless, in the opinion of such legal counsel, there would arise a conflict of interest preventing such legal counsel from representing you, and, where it is such legal counsel's opinion that a conflict of interest prevents their representing you, you will be entitled, subject to the Province's prior written approval, to retain legal counsel of your choice (it being understood that the Province may withhold its approval in relation to any counsel proposed by you who does not agree to retainer terms, including fees, consistent with the policies of the Ministry of the Attorney General of Ontario), and the fees and expenses of your counsel incurred in your representation shall be costs to which this indemnity extends;
- if the Province is not also a party to the Claim, you shall consent to any order or leave that may be required for the Crown to be added as a party or to be allowed to make representations on its own behalf without being a party;
- the expenses incurred by you in investigating, defending or appealing any Claim(s) shall, at your request, be paid by the Province as may be appropriate to enable you to properly investigate, defend or appeal such Claims(s), with the understanding that if it is ultimately determined that you are not entitled to be indemnified hereunder, you shall immediately repay such amount(s) so paid, which shall become payable as a debt due to the Crown; and
- you agree to pay to the Province all amounts you receive as a recovery or reimbursement of any Claim which has been previously indemnified by the Province hereunder.
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