LEGAL COUNSEL POLICY A. 12

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1 Select Public/Private If Private select Ed. Act. Section. REPORT TO GOVERNANCE AND POLICY COMMITTEE LEGAL COUNSEL POLICY A. 12 O Lord, You have pleaded my soul s cause; You have redeemed my Life. Lamentations 3:58 Created, Draft First Tabling Review January 12, 2015 January 20, 2015 February 17, 2015 Loretta Notten, Superintendent of Governance, Policy and Strategic Planning Paul Matthews, Corporate Legal Counsel RECOMMENDATION REPORT Vision: At Toronto Catholic we transform the world through witness, faith, innovation and action. Mission: The Toronto Catholic District School Board is an inclusive learning community rooted in the love of Christ. We educate students to grow in grace and knowledge and to lead lives of faith, hope and charity. G. Poole Associate Director of Academic Affairs A. Sangiorgio Associate Director of Planning and Facilities Angela Gauthier Director of Education Page 11 of 177

2 A. EXECUTIVE SUMMARY On September 15 th, 2014, arising from a trustee motion, there was a request to revise Policy A. 12 Legal Counsel. In particular, there was interest in revising the policy to consider the use of external legal counsel where appropriate. The Governance Committee in its January 20 th, 2015 meeting recommended further detail regarding the criteria for use of external counsel. This report recommends the approval of the revised policy. B. PURPOSE At its Corporate Affairs Committee meeting of September 15 th, 2014, trustees approved a motion to revise TCDSB Policy A. 12 (Legal Counsel). External legal counsel may, on occasion, have a more specialized level of expertise to offer in terms of the risks and or opportunities pertinent to the particular deliberation or proposed actions under consideration in a given Board or Committee meeting. Thus, the policy is intended to allow for the retention of outside counsel while providing some guidance as to when that would be necessary. At the meeting of the Governance Committee on January 20 th, 2015 the following direction was given: 1. Referred back to staff for a revised policy to be incorporated into a comprehensive policy including regulations to reflect the process for retaining legal counsels in the areas of external, general, Real Estate and Planning, Human Resources and Labour Relations. 2. Staff to also come back with the criteria by which the Director uses inhouse and external counsel. C. BACKGROUND 1. TCDSB Policy A. 12 was originally created in 1967 and last amended by the Board of Trustees in There are occasions when the Board has relied on the expertise of external legal counsel to assist in its deliberations. 3. The TCDSB does retain the services of an in-house corporate legal counsel, as well as in house legal counsel in the areas of employee relations and Page 12 of 177 Page 2 of 3

3 facilities and planning, as well as a senior manager for freedom of information. D. ACTION PLAN 1. Legal Counsel provides prudent advice in terms of risks, opportunities and provides a means to conduct informed deliberations and arrive at decisions which are legally sound. 2. Legal Counsel should be present at all Board and Committee meetings. 3. The decision as to whether external legal counsel should be retained should be made cognizant of the desire to minimize the financial impact of retaining the services of external counsel, particularly given that TCDSB has strong in-house legal representation and fiscal responsibility remains a key priority within the context of our Multi-Year Strategic Plan. 4. An RFP, advising the Board of Trustees about the legal services procurement process, shall be presented to the Board prior to issuing the request, keeping in mind that only the Director of Education (or her delegate) or the Chair of the Board, may authorize the direction to retain the services of external legal counsel. 5. The RFP for external legal counsel shall occur at least every 5 years, and shall have expertise collectively in the areas of labour and employment law, education and administrative law, civil litigation and business law. E. METRICS AND ACCOUNTABILITY 1. A report on the use of external legal services and fees incurred will be created based on records and accounts kept of the number of times external legal counsel is consulted and the cost of retaining these services. Scrutiny should be utilized to determine if, in any of the cases where external counsel was used, internal counsel might have reasonably fulfilled the work completed. F. STAFF RECOMMENDATION That the Board of Trustees approve the revised policy A.12 Legal Counsel, as found in Appendix A. Page 13 of 177 Page 3 of 3

4 CURRENT PROPOSED APPENDIX A Date Date of Dates of Amendment: Approved: Review: Nov 67 2 Oct Apr 92; 16 Oct 86 Date Approved: Date of Next Review: Dates of Amendments: 1967; 1992 Cross Reference: Cross References Purpose The purpose of this policy is to prescribe the relevant parameters for the acquisition of external legal services. Scope and Responsibility The Director of Education is responsible for this policy. Alignment with MYSP Stewardship of Resources Achieving Excellence in Governance Strengthening Public Confidence Page 14 of 177 1

5 Financial Impact To minimize the financial impact of retaining the services of external legal counsel, the services of internal legal counsel shall be utilised wherever possible. Policy: The TCDSB shall retain the services of outside legal counsel as required. The Director of Education and Secretary has the responsibility for the acquisition of legal services. Regulations: 1. The appropriate legal counsel shall attend all regular meetings of the Board, and all regular meetings of the Administrative and Corporate Services Committee except where excused by the Board. 2. The appropriate legal counsel shall attend a Board committee meeting at the invitation of the Secretary of the Board. Policy The TCDSB shall employ the services of its in-house legal counsel wherever possible and retain the services of external legal counsel as required. Regulations 1. The Chair of the Board of Trustees may retain the services of external legal counsel on behalf of the Board of Trustees as requested by motion. 2. The Director of Education, or his/her delegate, may retain the services of external legal counsel as required. 3. All staff requests for legal opinions or legal services shall receive the approval of the Director of Education, or delegate. 3. At the invitation of the Chair of the Board, or of the Chair of a Standing Committee in consultation with the Director of Education, or of the Director of Education, Page 15 of 177 2

6 internal and/or external legal counsel will attend Board and Standing or other Committee Meetings of the Board, as required. 4. Board staff and individual Trustees are not authorized to directly retain the services of external legal counsel. 5. In an effort to ensure that external legal counsel are providing the highest quality professional services at a competitive price, the Board will issue a request for proposal (an RFP ) for external legal counsel at least every five (5) years. 6. The Director of Education shall present a report to the Board of Trustees prior to issuing an RFP, advising the Board of Trustees about the legal services procurement process. 7. The Director of Education shall ensure that firms retained by the TCDSB as a result of the procurement process described above have expertise, collectively, in the following areas: a. Labour and Employment Law; b. Education and Administrative Law; c. Civil Litigation; and d. Business Law. Page 16 of 177 3

7 4. Invoices for legal services shall be approved by the appropriate senior staff member whose department initiated the request for service. 5. A report on legal services/fees will be made semi-annually to the Administrative and Corporate Services Committee of the Board. 8. The Director of Education will consult with the Board s General Legal Counsel to determine whether staff lawyers are available to handle the matter prior to retaining external counsel. 9. In assessing whether external legal counsel ought to be retained, the Director of Education will consider: a. The availability and expertise of internal legal counsel to handle a matter; b. The cost of retaining external legal counsel; and c. The availability and expertise of external legal counsel to handle the matter. 10. Invoices for external legal counsel shall be approved by the Director of Education or his/her delegate. 11. A report on external legal services received and fees incurred will be made semi-annually to the Administrative and Corporate Services Committee of the Board. Page 17 of Metrics: The report on external legal services will be created based on records and accounts kept of the number of times external legal counsel was retained and the cost of retaining those services.

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