The following memorandum of understanding between the minister of agriculture, food and rural affairs and the chair of Agricorp s board of directors is effective as of January 20, 2015. The memorandum of understanding will continue in effect for up to five years, as outlined on page 28.
Ministr y of Agriculture, Food and R ural Affairs. Offic e of the Minis ter. 77 Grenville Str eet, 11th Fl oor, Tor onto, Ontario M7A 1B3. Tel: 416-326- 3074. Fax: 416-326- 3083 Good Thi ngs Grow i n Ontario. Minis tr y H eadquarters: 1 Stone R oad West, Guelph, Ontario N 1G 4Y2 AFFIRMATION under the Management Board of Cabinet Agencies & Appointments Directive, dated February, 2015, and as amended from time to time We affirm, on behalf of AgriCorp and Her Majesty Queen in Right of Ontario, that the existing Memorandum of Understanding between the Ontario Minister of Agriculture, Food and Rural Affairs and the Chair of AgriCorp, which was originally signed on January 20, 2015, is continued. Murray Porteus Chair, AgriCorp Executed at blank The Honourable Jeff Leal Minister of Agriculture, Food and Rural Affairs this 8 th day of March, 2016
Memorandum of Understanding Between the Minister of Agriculture, Food and Rural Affairs and the Chair of AgriCorp Page 0 of 34
TABLE OF CONTENTS 1. Definitions 2. Purpose of MOU 3. Information About the Agency 3.1 Legal Authority 3.2 Corporate Status 3.3 Powers of a Natural Person 3.4 Agency Classification 3.5 Crown Agency Status 4. Agency s Mandate 5. Guiding Principles 6. Accountability Relationships 6.1 Minister of Agriculture, Food and Rural Affairs 6.2 Central Ministries 6.3 Deputy Minister of Agriculture, Food and Rural Affairs 6.4 Chair 6.5 Board of Directors 6.6 Chief Executive Officer 7. Roles and Responsibilities 7.1 Minister of Agriculture, Food and Rural Affairs 7.2 Deputy Minister of Agriculture, Food and Rural Affairs 7.3 Chair 7.4 Board of Directors 7.5 Chief Executive Officer 8. Applicable Government Directives and Policies 9. Applicable Statutes 10. Conflict of Interest 11. Communications 12. Reporting Requirements 12.1 Business Plan 12.2 Annual Reports 12.3 Other Reports 13. Audit and Review Arrangements 14. Financial Arrangements 14.1 General 14.2 Funding 12.3 Financial Reports 14.4 Taxation Status Harmonized Sales Tax 15. Appointments and Staffing 15.1 Appointments 15.2 Staffing 16. Administrative Arrangements 16.1 Applicable TB/MBC and Ministry of Finance Directives 16.2 Ministry of Agriculture, Food and Rural Affairs Support Services 16.3 Agency to Follow Certain Requirements Where It Provides Its Own Administrative Support Services 16.4 Freedom of Information and Protection of Privacy Act 16.5 Records Management 16.6 Customer Service and Quality Review Process 16.7 Legal Services 16.8 Intellectual Property Page 1 of 34
16.9 Approval of Central Ministries 17. Liability, Indemnification and Insurance 17.1 Liability 17.2 Indemnification 17.3 Insurance 18. Effective Date, Duration, Periodic Review and Amendments to MOU 18.1 Effective Date of the MOU 18.2 Duration of the MOU 18.2 Periodic Reviews of the MOU 18.4 Amendments of the MOU 19. Operational Agreement 20. Conflict 21 Dispute Resolution Process 22. Signatures Schedule A Applicable Government Directives Schedule B Applicable Statutes Schedule C Director Nomination Process Page 2 of 34
1. DEFINITIONS AgriCorp MOU For the purposes of this MOU, the following terms shall have the meaning immediately set out below: Accessibility for Ontarians with Disabilities Act means the Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11, as amended; AEAD means the TB/MBC Agency Establishment and Accountability Directive; Agency means AgriCorp; Archives and Record Keeping Act means the Archives and Record Keeping Act, 2006, S.O. 2006, c. 34, Schedule A, as amended; AgriCorp Act means the AgriCorp Act, 1996, S.O. 1996, c. 17, Schedule A, as amended; Appointee means a director or other member appointed to the Agency by the LGIC, but does not mean an individual appointed by the Agency as staff; Auditor General Act means the Auditor General Act, R.S.O. 1990, c. A. 35, as amended; Board means the board of directors of the Agency; Business Day means any working day, Monday to Friday inclusive, but excluding statutory and other holidays, namely: New Year's Day; Family Day; Good Friday; Easter Monday; Victoria Day; Canada Day; Civic Holiday; Labour Day; Thanksgiving Day; Remembrance Day; Christmas Day; Boxing Day and any other day which Ontario has elected to be closed for business; CEO means the Chief Executive Officer of the Agency; Chair means the Chair of the Agency; CRF means the Consolidated Revenue Fund; Corporations Act means the Corporations Act, R.S.O. 1990, c. C. 38, as amended; Corporations Information Act means the Corporations Information Act, R.S.O. 1990, c. C. 39, as amended; Crop Insurance Act means the Crop Insurance Act (Ontario), 1996, S.O. 1996, c. 17, Schedule C, as amended; Crown Agency Act means the Crown Agency Act, R.S.O. 1990, c. C. 48, as amended; 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; Page 3 of 34
Executive Council Act means the Executive Council Act, R.S.O. 1990, c. E. 25, 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; Fiscal Year means the period from April 1 to March 31 of the following year; Grains Act means the Grains Act, R.S.O. 1990, c. G. 10, as amended; Insurance Act means the Insurance Act, R.S.O. 1990, c. I. 8, as amended; 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; Minister of Finance means the Minister of Finance or such other person who may be designated from time to time under the Executive Council Act; Ministry means the Ministry of Agriculture, Food and Rural Affairs or any successor to the Ministry; MOU means this Memorandum of Understanding, signed by the Minister and the Chair of the Agency; Operational Agreement means the agreement entered into by the Ministry and the Agency, as required by section 19 of this MOU; Pay Equity Act means the Pay Equity Act, R.S.O. 1990, c. P. 7, as amended; PSC means the Public Service Commission; 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; TB means Treasury Board; TB/MBC means the Treasury Board/Management Board of Cabinet; Note: Any reference to a proper ministry name shall include the name of any successor ministry. Page 4 of 34
2. PURPOSE OF MOU AgriCorp MOU The purpose of this MOU is as follows: A. Establish the accountability relationships between the Minister and the Chair of the Agency on behalf of the Agency. B. Clarify the roles and responsibilities of the Minister, the Deputy Minister, the Chair, the CEO and the Board. C. Set out the expectations for the operational, administrative, financial, auditing and reporting arrangements between the Agency and the Ministry. This MOU should be read together with the AgriCorp Act. This MOU does not affect, modify or limit the powers of the Agency as set out in the AgriCorp Act or interfere with the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and any act or regulation, the act or regulation prevails. 3. INFORMATION ABOUT THE AGENCY 3.1 Legal Authority The legal authority for the Agency is set out in: 1. The AgriCorp Act, which is the enabling Act for the Agency. 2. The Crop Insurance Act. 3. The Grains Act. 3.2 Corporate Status The Agency was established as and is a corporation without share capital. The Corporations Act, Corporations Information Act and the Insurance Act do not apply to the Agency. 3.3 Powers of a Natural Person The Agency has the capacity, rights, powers and privileges of a natural person for carrying out its objects, subject to the limitations placed upon it under the AgriCorp Act. 3.4 Agency Classification The Agency is classified as an Operational Enterprise agency under the Province of Ontario Ministry of Government Services List of Classified Provincial Agencies, as amended. 3.5 Crown Agency Status The Agency is defined as a Crown Agent pursuant to section 8 of the AgriCorp Act and may only exercise its powers as an agent of the Crown. The Agency is an agent of the Crown within the meaning of the Crown Agency Act. Page 5 of 34
4. AGENCY S MANDATE The Agency s mandate is set out in section 2 of the AgriCorp Act, which states that the Agency s objects are: 1. To administer plans of crop insurance under the Crop Insurance Act and to perform the duties conferred on it by the Crop Insurance Act; and 2. To perform any other duties conferred on it under any other act of Ontario, any order of the LGIC or the Governor in Council, or any agreement made between, (a) (b) The Government of Ontario or any of its agencies, and Any one or more of the Government of Canada, any of its agencies, the Agency itself or any person. 5. GUIDING PRINCIPLES The parties to this MOU agree to the following guiding principles: Accountability/ Governance A. The Minister acknowledges that the Agency exercises powers and performs duties in accordance with its legal mandate under the AgriCorp Act, the Crop Insurance Act and the Grains Act. B. The Minister acknowledges that the Agency plays a meaningful role in the development of policies and programs of the Government of Ontario as well as the implementation of those policies and the delivery of those programs as set out in the AgriCorp Act, the Crop Insurance Act and the Grains Act. C. The Chair acknowledges that accountability is a fundamental principle to be observed in the management, administration and operations of the Agency. The Board acknowledges that they are accountable to the Government of Ontario through the Minister and that accountability to the Government of Ontario means accountability to the Minister through the Chair. D. As an agency of the Government of Ontario, the Agency conducts itself according to the management principles of the Government of Ontario. These principles include ethical behaviour; 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. E. The 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. Page 6 of 34
F. 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. Program/Operational G. The Agency is responsible for operational decisions in the delivery of Ministry programs. At the same time, however, the Minister remains accountable to Cabinet and the Legislature for the quality and efficiency of program delivery and therefore has direct responsibility in implementing reasonable measures to oversee the effectiveness and efficiency of the Agency s operations. H. The Minister recognizes that the Agency s program administrative operating decisions are to be made independent of direct Ministry control. The Agency acknowledges that its decisions in these areas must also be in compliance with all applicable legislation, regulations, Government of Ontario and Minister s directives and agreements. Decisions relating directly to individual files for which the Agency is responsible to administer must be made, and seen by the public to be made, independent from the Ministry. I. The Agency may enter into new business ventures delivering other agricultural and food programs for the Government of Ontario, the Government of Canada or the private sector, provided those ventures are consistent with the provisions of the AgriCorp Act, other applicable legislation, regulations, Government of Ontario and/or Ministerial directives and agreements and the Agency receives the prior written approval from the Minister. The process by which the Agency shall obtain the Minister s prior written approval shall be set out in the Operational Agreement. J. The Agency and the Ministry agree to avoid the duplication of services wherever possible. K. The Agency and the Ministry will work together in a mutually respectful manner. 6. ACCOUNTABILITY RELATIONSHIPS The accountability relationships between the Minister, Deputy Minister, Chair, Board and CEO are set out below. 6.1 The Minister of Agriculture, Food and Rural Affairs A. The Minister is accountable to the Legislative Assembly for the Agency s fulfillment of its mandate and its compliance with all applicable Government of Ontario administrative policies. For these purposes, the Minister reports and responds to the Legislative Assembly on the Agency s affairs. Page 7 of 34
B. The Minister is accountable to the Cabinet for the Agency s performance and its compliance with all applicable Government of Ontario administrative policies, operational policies and any other broad policy directions. C. The Minister is accountable for attesting, reporting and responding to the TB/MBC for the Agency s compliance with applicable directives and operational policies. D. The Minister is responsible for representing the Agency in the Cabinet and its committees, the Legislative Assembly and its committees. E. The Minister is responsible for receiving and ensuring that the Agency s annual report is made available to the public after tabling it in the Legislative Assembly. 6.2 Central Ministries Central Ministries, such as the Ministry of Finance and the Ministry of Government and Consumer Services, are accountable to their ministers and to Cabinet for the oversight of all ministries responsibilities regarding classified agencies. 6.3 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. 6.4 Chair A. The Chair is accountable to the Minister for the Agency s performance in fulfilling its mandate and for carrying out the roles and responsibilities assigned to the Chair by the AgriCorp Act, this MOU and applicable TB/MBC, Public Service Commission and Ministry of Finance directives. B. The Chair is responsible for reporting to the Minister, as requested, on the Agency s activities. C. 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. 6.5 Board of Directors The Board is accountable to the Minister, through the Chair, for the oversight and governance of the Agency; setting the Agency s goals, objectives and strategic direction within its mandate; and carrying out the roles and responsibilities assigned to it by the AgriCorp Act, other applicable legislation, this MOU, and applicable TB/MBC, Public Service Commission and Ministry of Finance directives. 6.6 Chief Executive Officer The CEO is accountable to the Board, through the Chair, for the management of the Agency s operations and staff. The CEO works under the direction of the Chair to implement policy and Page 8 of 34
operational decisions. The CEO reports the Agency s performance results to the Board, through the Chair. 7. ROLES AND RESPONSIBILITIES The roles and responsibilities for the Minister, Deputy Minister, Chair, Board and CEO are set out below. 7.1 Minister of Agriculture, Food and Rural Affairs The Minister is responsible for and accountable to Cabinet and the Legislative Assembly for the following: A. Reporting and responding to the Ontario Legislative Assembly on the Agency s affairs. B. Attesting, reporting and responding to TB/MBC on the Agency s performance, compliance with applicable TB/MBC directives, the Government of Ontario s operational policies, policy directions and this MOU. C. Where required, recommending to TB/MBC the merger, any change to the Agency s mandate or the dissolution of the Agency. D. 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. E. 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. F. When appropriate or necessary, taking action or directing that the Agency take corrective action in respect of the Agency s administration or operations. G. Issuing written directives to the Agency pursuant to subsection 5(1) of the AgriCorp Act, in accordance with the process set out in the Operational Agreement. H. Receiving the Agency s annual report, submitting it to the LGIC and the Legislative Assembly, as required by subsection 14(2) of the AgriCorp Act, as well as ensuring that the annual report is made available to the public after tabling it in the Legislative Assembly. I. Informing the Chair of the Government of Ontario s priorities and broad policy directions for the Agency. J. Consulting, as appropriate, with the Chair (and others) on significant new directions or when the Ontario Government is considering regulatory or legislative changes for the Agency. K. Meeting with the Chair of the Agency on a quarterly basis. Page 9 of 34
L. Developing the Agency s MOU with the Chair, as well as any amendments to the MOU, and signing it into effect after it has been signed by the Chair. M. Recommend the Agency s MOU to TB/MBC for approval before it is signed by the Minister and the Chair. N. Reviewing and approving the Agency s annual business plan as well as submitting it to TB/MBC as required by the AEAD. O. Recommending to TB/MBC any provincial funding to be provided to the Agency. P. 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. Q. Make recommendations to the LGIC for the appointment or re-appointment of Board members on a timely basis to ensure effective continuing direction and oversight of the Agency. The Minister may delegate any legal authority that has been granted to the Minister as the Minister deems appropriate. The Minister shall follow the process set out in the Operational Agreement for any delegation of the Minister s authority that may affect the Agency. 7.2 Deputy Minister of Agriculture, Food and Rural Affairs The Deputy Minister is responsible for: A. Advising and assisting the Minister regarding the Minister s responsibilities for the Agency. B. Advising the Minister on the requirements of the AEAD, the Government Appointees Directive and other directives that apply to the Agency. C. 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. D. Facilitating regular briefings and consultations between the Chair and Minister, and between Ministry staff and Agency staff. E. Attesting to TB/MBC as required on the Agency s compliance with the mandatory accountability requirements set out in the AEAD. F. Ensuring 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. G. Ensuring 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. H. Undertaking timely risk-based reviews of the Agency, its management or operations, as may be directed by the Minister or TB/MBC. Page 10 of 34
I. Establishing a framework for reviewing and assessing the Agency s business plans and other reports. J. Supporting the Minister in reviewing the performance targets, measures and results of the Agency. K. Advising the Minister on documents submitted by the Agency to the Minister for review or approval, or both. L. Submitting to the Minister, as part of the annual planning process, a risk assessment and management plan for each risk category. M. Undertaking reviews of the Agency, as may be directed by the Minister. N. Cooperating with any review of the Agency, as directed by the Minister or TB/MBC. O. 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. P. Negotiating a draft MOU with the Chair of the Agency, as well as any amendments to the MOU, as directed by the Minister. Q. Consulting with the Agency s CEO or Chair, as needed, on matters of mutual importance including services provided by the Ministry and compliance with TB/MBC directives and Ministry policies. R. Meeting with the Chair on a quarterly basis or as directed by the Minister. S. Arranging for administrative, financial and other support to the Agency as specified in this MOU as well as any service level agreements. T. 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. U. When required, submitting a report to the secretaries 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. V. Developing an Operational Agreement with the CEO. W. Signing the Operational Agreement with the CEO. The Deputy Minister may delegate any legal authority that has been granted to the Deputy Minister as the Deputy Minister deems appropriate. The Deputy Minister shall follow the process set out in the Operational Agreement for any delegation of the Deputy Minister s authority that may affect the Agency. Page 11 of 34
7.3 Chair AgriCorp MOU The Chair is responsible for: A. Providing leadership to the Agency. B. Chairing Board meetings, including the management of the Board s agenda. C. Monitoring the performance of the Agency. D. Reviewing and approving claims for per diems and expenses for appointees to the Board. E. Reviewing and approving, along with the Board, 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. F. Ensuring that appointees to the Board are informed of their responsibilities under the Public Service of Ontario Act with regard to the rules of ethical conduct (Part IV), including the political activity rules (Part V), and the Agency s Code of Ethics and Business Conduct. G. Recording any declared or apparent conflicts of interest and advising the appropriate person of those conflicts promptly as required by the Public Service of Ontario Act. H. Developing the Agency s MOU with the Minister, as well as any amendments to the MOU, and signing it on behalf of the Board. I. Carrying out public communications and relations for the Agency as its chief spokesperson. J. Ensuring the implementation of actions that support the Agency s goals, objectives and strategic directions. K. Ensuring the Agency operates within its approved budget allocation in fulfilling its mandate. L. 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. M. Making sure that appropriate management systems are in place (e.g. financial, information technology and human resource) for the effective administration of the Agency. N. Making sure that an appropriate framework is in place for Agency staff and appointees to the Board receive adequate orientation and training with respect to the business and operations of the Agency and their particular responsibilities. Page 12 of 34
O. Making sure that Agency staff and appointees to the Board are aware of and comply with applicable TB/MBC and Ministry of Finance directives. P. Making sure a process for responding to and resolving complaints from the public and Agency clients is in place. Q. Evaluating the performance of the CEO in consultation with the Board and pursuant to performance criteria established by the Board and the Chair. R. Meeting with the Minister on a quarterly basis or upon the Minister s request. S. Seeking strategic policy direction for the Agency from the Minister. T. Ensuring timely communications with the Minister regarding any issues or events that may concern, or may be reasonably expected to concern, the Minister in the exercise of the Minister s responsibilities regarding the Agency. U. Consulting with the Minister in advance regarding any activity which may have an impact on the Government of Ontario and Ministry s policies, directives or procedures or on the Agency s mandate, powers or responsibilities as set out in the AgriCorp Act, the Crop Insurance Act or the Grains Act. V. Meeting with the Deputy Minister on a quarterly basis or upon the Deputy Minister s request. W. Reporting to the Minister, as requested, on the Agency s activities within agreed upon timelines. X. Providing both the Minister and the Minister of Finance with a copy of every audit report on a program level basis (i.e. this does not include individual file audits), a copy of the Agency s response to each report and any recommendations of the audit. Y. Advising the Minister annually on the outstanding audit recommendations. Z. Advising the Minister of upcoming appointment vacancies and providing recommended candidates for appointments or re-appointments that have been identified pursuant to the Agency s policy and processes for director recruitment. AA. Cooperating with any review or audit of the Agency directed by the Minister or TB/MBC. BB. Providing an attestation to the Minister upon the Minister s request. Such attestations could include the following subject-matters: that the Agency is in compliance with applicable legislation, the AEAD, applicable TB/MBC and Ministry of Finance directives and policies, and this MOU. CC. 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 Page 13 of 34
Ontario Act, including in respect of conflict of interest, political activity and the protected disclosure of wrongdoing. The Chair may delegate any legal authority that has been granted to the Chair as the Chair deems appropriate. The Chair shall follow the process set out in the Operational Agreement for any delegation of the Chair s authority. 7.4 Board of Directors The Board is responsible for: A. Establishing the goals, objectives and strategic directions for the Agency within its mandate, as defined by the AgriCorp Act, the Crop Insurance Act and the Grains Act, government policies, as appropriate, and this MOU. B. Directing the affairs of the Agency as well as setting the overall priorities for the Agency so that the Agency can fulfill its mandate. C. Directing the development of and approving the Agency s business plans for submission by the Chair to the Minister within the timelines agreed upon with the Minister or set out in the AEAD. D. Directing the preparation of as well as approving the Agency s annual reports for submission to the Minister for submitting to the LGIC as well as tabling in the Legislative Assembly within the timelines set out in the AgriCorp Act. E. Making decisions consistent with the business plan approved for the Agency and exercising reasonable care to ensure that the Agency operates within its allocations. F. Ensuring that the Agency manages its affairs in compliance with applicable TB/MBC and Ministry of Finance directives. G. Ensuring that the Agency uses public funds prudently and only for the Agency s business based on the principle of value for money and in compliance with applicable legislation, TB/MBC directives and Ministry of Finance directives. H. Ensuring that the Agency s funds are used with integrity, honesty, fairness and effective controllership. I. Establishing such Board committees as may be required to advise the Board on effective management, governance or accountability procedures for the Agency, as well as make other recommendations to or carry out such activities or make such decisions as may be delegated to them by the Board, as may be required to promote the efficient functioning of the Board J. Approving the Agency s MOU, and any amendments to the MOU, in a timely manner and authorizing the Chair to sign the MOU, or any amendments to the MOU, on behalf of the Agency. K. Approving the Agency s reports and reviews that may be requested by the Minister from time to time for submission to the Minister within agreed upon timelines. Page 14 of 34
L. Directing the development of an appropriate risk management framework and risk management plan and arranging for risk-based reviews and audits of the Agency as needed. M. Where applicable, ensuring that conflict of interest rules that the Agency is required to follow, as set out in Ontario Regulation 381/07, are in place for members of the Board and employees of the Agency. N. Establishing performance measures, targets and management systems for monitoring and assessing the Agency s performance. O. Directing corrective action on the functioning or operations of the Agency, if needed. P. Ensuring that any directive issued by the Minister to the Agency is carried out promptly and efficiently, as required by subsection 5(2) of the AgriCorp Act. Q. Cooperating with and sharing any relevant information on any risk-based or periodic review directed by the Minister or TB/MBC. R. Consulting, as appropriate, with stakeholders on the Agency s goals, objectives, strategic directions. S. Providing advice to the Ontario Government, through the Minister, on issues within or affecting the Agency s mandate and operations. T. Requiring the CEO to enter into a management agreement meeting the requirements set out in subsection 7.5 of this MOU. U. Conducting an annual performance review of the CEO. 7.5 Chief Executive Officer The CEO is responsible for: A. Advising the Chair and the Board on the requirements of and the Agency s compliance with the AEAD as well as other TB/MBC and Ministry of Finance directives and policies and the Agency s by-laws and policies. B. 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 the AEAD, applicable TB/MBC and Ministry of Finance directives and policies, applicable legislation and this MOU. C. Keeping the Board, through the Chair, informed of the implementation of policy and the Agency s operations. D. Preparing annual reports and business plans for the Agency as directed by the Board. E. Preparing annual financial reports for the approval of the Board. F. Supporting the Chair and the Board in meeting their responsibilities. Page 15 of 34
G. Carrying out in-year monitoring of the Agency s performance and reporting on its results to the Board through the Chair. H. Preparing for the Board s approval a performance review system for staff and implementing that system. I. Managing the operations of the Agency in accordance with the Agency s mandate, TB/MBC and Ministry of Finance directives and policies, accepted business and financial practices and this MOU. J. Translating the goals, objectives and strategic directions set by the Board into operational plans and activities in accordance with the Agency s approved business plan. K. Implementing policies and procedures so that public funds are used with integrity and honesty. L. Providing leadership and management to the Agency staff, including financial resources management. M. Establishing and applying a financial management framework for the Agency in accordance with applicable Minister of Finance controllership directives, policies and guidelines. N. Establish a system to ensure that the Agency operates within its approved business plan. O. Ensuring the Agency has the oversight capacity and an effective oversight framework in place for monitoring its business and operations. P. Ensuring that the Agency has an appropriate risk management framework and risk management plan in place as directed by the Chair. Q. 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. R. Undertaking timely risk-based reviews of the Agency s management and operations. S. 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. T. Meeting with the Deputy Minister on a bi-monthly basis, or as requested by the Deputy Minister. U. Seeking support and advice from the Ministry, as appropriate, on Agency management issues. Page 16 of 34
V. Consulting with the Deputy Minister, 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. W. Ensuring that the Deputy Minister receives a copy of the Board minutes and supporting documentation. X. Developing an Operational Agreement with the Deputy Minister Y. Signing the Operational Agreement between the Ministry and the Agency. Z. Cooperating during periodic reviews as directed by the Minister or TB/MBC. AA. BB. Fulfilling the role of ethics executive for public servants, other than government appointees, who work in 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 directives made under the Public Service of Ontario Act, including in respect of conflict of interest, political activity and the protected disclosure of wrongdoing. 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. The CEO may delegate any legal authority that has been granted to the CEO as the CEO deems appropriate. The CEO shall follow the process set out in the Operational Agreement for any delegation of the CEO s authority. 8. APPLICABLE GOVERNMENT DIRECTIVES AND POLICIES The Agency shall comply with all Government Directives and Policies set out in Schedule A to this MOU and others as may be identified from time to time. 9. APPLICABLE STATUTES The Agency shall comply with the statutes set out in Schedule B to this MOU and others as may be applicable. 10. CONFLICT OF INTEREST As a public body prescribed by the Public Service of Ontario Act, the Agency shall comply with the conflict of interest rules in the Public Service of Ontario Act and regulations as well as its Code of Ethics and Business Conduct. The Chair is responsible for ensuring that appointees to the Board, the CEO and the staff of the Agency are informed of the ethical rules to which they are subject, including the rules on conflict of interest, political activities and the protected disclosure of wrongdoing that apply to the Agency. Page 17 of 34
11. COMMUNICATIONS 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 his or 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 on a timely basis of the government initiatives and broad policy directions that may affect the agency s mandate and functions and that the Chair is consulted on such matters. The Minister and the Chair, therefore, agree as follows: A. The Chair will keep the Minister advised, in a timely manner, of all planned events and issues that concern or may be reasonably expected to concern the Minister in the exercise of his or her responsibilities. B. The Minister will consult with the Chair in a timely manner, as appropriate, on broad government policy initiatives or legislation being considered by the government that may impact on the Agency s mandate or functions, as set out in the AgriCorp Act, the Crop Insurance Act and the Grains Act. C. 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. D. The Minister and the Chair will meet at on a quarterly basis, or as requested by the Minister, to discuss issues relating to the fulfillment of the Agency s mandate, management, and operations. E. The Deputy Minister and the Chair will meet on a quarterly basis or as the Deputy Minister is directed by the Minister. F. The Deputy Minister and the CEO will meet on a bi-monthly basis, or as requested by the Deputy Minister, to discuss issues relating to the efficient operation of the Agency and the provision of any services by the Ministry to the Agency. G. The Deputy Minister and the CEO shall provide timely information and advice to each other concerning significant matters affecting the Agency s management or operations. H. The Ministry and Agency shall designate positions in the Operational Agreement that are responsible for sharing and coordinating information between the Ministry and the Agency on matters that affect the Agency and the Ministry respectively as well as other duties that may be assigned to them in the Operational Agreement. I. The governance framework developed collaboratively between the Ministry and the Agency and predicated upon a transparent no surprise approach to communications, planning and relationship management will be included in the Operational Agreement. This includes the committee structure and terms of reference. Page 18 of 34
J. The Chair, CEO, DM or ADM (as the case may be) may work together, as appropriate, to ensure full and open collaboration on the development of materials for briefings, or appropriate escalation of issues to, the Board and the Minister. 12. REPORTING REQUIREMENTS 12.1 Business Plan A. The Chair shall ensure that the Minister is provided annually with the Agency s business plan that includes a financial budget covering a minimum of three (3) years from the current Fiscal Year and a risk management plan for approval within the timelines established by the Minister for this purpose. B. The Chair is responsible for ensuring that the Agency s business plan meets the requirements set out in the AEAD. C. The Chair will ensure that the business plan includes a risk assessment and a risk management plan to assist the Ministry in developing its risk assessment and risk management plan information for the Agency in accordance with the requirements set out in the AEAD, to assess risks, develop and maintain necessary records, and report to TB/MBC. D. The Chair is responsible for ensuring that the Agency s annual business plan includes a system of performance measures and reporting on the achievement of the objectives set out in the business plan. The system must include, at a minimum, performance goals, how they will be achieved, target results and time frames as agreed upon in accordance with the Operational Agreement. E. 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 s 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 plan accordingly. F. If the Minister approves the Agency s annual business plan, the Minister shall provide such approval in writing. G. The Agency shall submit its annual business plan to the Minister to submit to TB/MBC for approval as set out in the AEAD. H. TB/MBC may require the Minister to submit the Agency s annual business plan to it for its review at any time. 12.2 Annual Reports A. The Chair is responsible for ensuring that the Agency s annual report meets the requirements set out in the AEAD. Page 19 of 34
B. The Chair is responsible for ensuring that the Agency s annual report is submitted to the Minister within one hundred twenty (120) days of the Agency s Fiscal Year end. C. The Chair is responsible for ensuring that the Agency s annual report is submitted to the Minister for tabling in the Legislative Assembly D. The Minister shall, as required by section 14(2) of the AgriCorp Act, submit the Agency s annual report to the LGIC and then shall lay the annual report before the Legislative Assembly if it is in session, or if not, in the next session of the Legislative Assembly. 12.3 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. 13. AUDIT REQUIREMENTS A. The Auditor General shall audit the Agency annually pursuant to section 13 of the AgriCorp Act. B. 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. C. The Agency acknowledges the Ministry s authority to conduct an audit of the Agency at any time without notice to the Agency. Therefore, the Ontario Internal Audit Division may carry out an internal audit of the Agency at any time if requested to do so by the Ministry s Audit Committee or the Corporate Audit Committee. However, both the Ministry and the Agency recognize the need to, where possible, preserve auditing resources by avoiding unnecessary duplication. Therefore, the Ministry will, where possible, consult with the Board s Finance & Audit Sub-Committee on potential auditing activity. Such consultation will include discussions on the coordination of auditing plans between the Ministry and the Agency. Any audit planning between the Ministry and the Agency shall also take into account the risk management frameworks and plans of the Ministry and the Agency in order to identify areas or subjects that may need auditing. D. The Agency shall plan and undertake internal audits. E. The Minister may, at any time, direct that the Agency be audited. The Minister shall determine the timing and responsibility of the audit, 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 audit shall be submitted to the Minister. F. The Agency shall promptly provide a copy of every report from an audit on a program level basis (i.e. this does not include individual file audits) 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. Page 20 of 34
G. The Chair may request an external audit of the financial transactions or management controls of the Agency at the Agency s expense. 14. FINANCIAL ARRANGEMENTS The Agency s financial arrangements shall be in accordance with the requirements of the AgriCorp Act, the Crop Insurance Act, the Grains Act, and the Financial Administration Act. Any other financial arrangements provided for under other programs the Agency provides on behalf of the Ministry or any other entity shall be in compliance with all applicable acts, as set out in Schedule B 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 Minister of Finance, or in default of any directions, with the Canadian Generally Accepted Accounting Principles. 14.1 General A. All financial procedures for the Agency shall be in accordance with applicable TB/MBC and Ministry of Finance directives and guidelines, Ministry corporate financial and administrative policies and procedures, and other applicable Ministry and Government of Ontario guidelines, directives and policies, as set out in Schedule A of this MOU. B. The Agency shall maintain a bank account in its own name and manage its financial activities, including leasing, investment and management of cash in accordance with the Ontario Financing Authority s policy directions. C. The CEO shall be responsible for providing the Ministry with the necessary documentation to support the Agency s expenditures. D. 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. E. 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. F. The Board shall not enter into any financial arrangement or commitment or approve the spending of any money that has the effect of: Approving a budget or increasing the Agency s level of spending beyond what the Ministry has already approved for the Agency, as set out in the Ministry s yearly funding envelope for the Agency, or what the Ministry has indicated the next funding envelope for the Agency may contain and Requiring the Agency to make operational changes that negatively impacts on the Agency s ability to deliver the Ministry s programs Page 21 of 34
without first ensuring that the Ministry has been consulted about the financial arrangement or commitment, including the implications to the Ministry s own financial resources, and the Board has obtained the prior written consent of the Minister to the proposed financial arrangement or commitment. The Minister s consent (if it is to be given) shall be provided on a timely basis. G. The Agency s approved operating and capital allocations may be adjusted in a given year if in-year fiscal constraints are ordered by Cabinet or the Minister. The Agency will be provided with notice of changes to its allocation as soon as is reasonably possible. Where the Agency must reallocate resources as a result of its operating and/or capital allocations being adjusted, the Agency shall inform and discuss with the Ministry before making such changes. 14.2 Funding A. The Agency is partly funded from the CRF pursuant to appropriations authorized by the Legislative Assembly. B. The Agency is also partly funded directly from administrative filing fees under the programs it delivers from the recipients of those programs. C. Recovered costs and other revenues, if any, are paid as received to the CRF (unless the Agency s constituting instrument provides otherwise) and may not be applied to the Agency s administrative expenditures unless otherwise provided by law. D. Recovered costs and other revenues from a third party, if any, shall be paid to the CRF unless otherwise provided by law. E. The Agency shall follow its collections policy in relation to recovering overpayments and other debts that it is owed. F. Any money collected under paragraph E (immediately above) shall be dealt with in accordance with the Operational Agreement. G. The Chair shall prepare estimates of the Agency s expenditures for inclusion in the Ministry s Result s Based Plan. The Chair shall deliver these estimates to the Minister in sufficient time to be analyzed and approved by the Minister. H. The estimates provided by the Chair may, after appropriate consultation with the Chair, be altered, as required. I. All program funding (as distinct from administrative funding) the Agency receives shall be allocated to their specific program funds. J. The Chair is responsible for ensuring that program funding (as distinct from administrative funding) the Agency receives is appropriately segregated as well as ensuring the financial integrity of all specific program funds. Page 22 of 34