Resource Manual for Governors2010.highereducationsummit.ca/files/CO-GOVERNOR RESOURCE MA… · College System Players ... Enrolment & Graduate Reporting Operating Procedure ... 2009‐10

Resource Manual for Governors

Colleges Ontario October 2010


October 2010


Colleges Ontario 2 October 2010

Contents

1. Purpose ............................................................................................................................................................ 5

2. Legislation ........................................................................................................................................................ 6

2.1 Legislation Governing the Colleges ............................................................................................................... 6

2.1.1 Acts ........................................................................................................................................................ 6

2.1.2 Regulations ............................................................................................................................................ 6

2.1.3 Policy Framework .................................................................................................................................. 7

2.2 Governance and Accountability Documents ................................................................................................ 7

2.3 Board of Governors ....................................................................................................................................... 7

2.4 Planning and Reporting ................................................................................................................................ 8

2.5 Key Performance Indicators.......................................................................................................................... 8

2.6 Finance and Administration .......................................................................................................................... 9

2.7 Program Development and Funding Approval ........................................................................................... 11

3. Roles and Responsibilities ............................................................................................................................. 13

3.1 Roles and Responsibilities of Board Governors .......................................................................................... 13

3.2 Conflict of Interest ...................................................................................................................................... 13

4. College System Players .................................................................................................................................. 15

4.1 System Structure......................................................................................................................................... 15

4.2 Colleges Ontario.......................................................................................................................................... 16

4.3 Colleges Ontario and the Committee of Presidents ................................................................................... 17

4.4 College Employer Council (CEC) .................................................................................................................. 17

4.5 College Student Alliance (CSA) .................................................................................................................... 17

4.6 Ministry of Training, Colleges and Universities .......................................................................................... 18

4.7 Ontario College Administrative Staff Association (OCASA) ........................................................................ 19

4.8 Ontario College Application Service (OCAS) ............................................................................................... 19

4.9 Ontario Public Service Employees Union (OPSEU) ..................................................................................... 20

4.10 Postsecondary Education Quality Assessment Board (PEQAB) ................................................................. 20

4.11 List of Colleges .......................................................................................................................................... 21

4.12 Map of Ontario College Locations ............................................................................................................ 22

5. Personal Liability ............................................................................................................................................ 23

5.1 Governors’ Personal Liability ...................................................................................................................... 23

5.2 Corporations Act ......................................................................................................................................... 23

5.3 Fiduciary Responsibilities ............................................................................................................................ 23



5.4 Insurance .................................................................................................................................................... 24

6. Acronyms ....................................................................................................................................................... 25

APPENDIX 1 – LEGISLATION ................................................................................................................................... 26

I) Ontario Colleges of Applied Arts and Technology Act, 2002 ..................................................................... 27

II) Corporations Act ...................................................................................................................................... 32

APPENDIX 2 – REGULATIONS ................................................................................................................................. 52

I) ONTARIO REGULATION 34/03 .................................................................................................................... 53

II) ONTARIO REGULATION 301/10 ................................................................................................................. 65

III) ONTARIO REGULATION 169/10 ................................................................................................................ 67

APPENDIX 3 – MINISTER’S BINDING POLICY DIRECTIVES ...................................................................................... 70

I. Minister’s Binding Policy Directive on Governance and Accountability ........................................................ 71

Management Board of Cabinet Procurement Directive ................................................................................ 75

Travel, Meal and Hospitality Expenses Directive ......................................................................................... 119

Strategic Plan ............................................................................................................................................... 147

II. Minister’s Binding Policy Directive on Conflict of Interest. ......................................................................... 158

Purpose and Application .............................................................................................................................. 158

Principles ..................................................................................................................................................... 159

Glossary ....................................................................................................................................................... 159

Binding Policy Directive ............................................................................................................................... 160

Summary of Responsibilities ....................................................................................................................... 161

Appendix A [to the Conflict of Interest BPD]: Some Commonly Asked Questions ..................................... 161

APPENDIX 4 – Board of Governors ...................................................................................................................... 166



1. Purpose Purpose of this manual

To provide governors with brief, clear, user‐friendly information, flowcharts, diagrams and websites to

assist with key roles and responsibilities.

To present the legislation and regulation under which governors operate.

Note: This manual is not intended to be a complete reference on all aspects of being a governor but

rather to identify key resources, particularly web links, available to governors.



2. Legislation 2.1 Legislation Governing the Colleges

2.1.1 Acts

Since inception the colleges have had the Ontario Corporations Act as their umbrella legislative framework.

Colleges of applied arts and technology are established and governed by the Ontario Colleges of Applied Arts

and Technology Act (OCAATA), 2002 and its supporting regulations. The act and its regulations have addressed

specific areas that supersede the Corporations Act. If OCAATA is silent on a specific topic, then the

Corporations Act would be in effect. Where both acts address a topic, the colleges follow OCAATA.

To view OCAATA, please go to the following website:

http://www.e‐laws.gov.on.ca.

Click on: Current Consolidated Law”.

In the search bar, search for “Ontario Colleges of Applied Arts and Technology Act, 2002.

To view Ontario’s Corporations Act, please go to:

http://www.e‐laws.gov.on.ca/html/statutes/englist/90c38_e.htm

Copies of OCAATA and those sections of Ontario’s Corporations Act relevant to colleges are provided in

Appendix 1.

Under OCAATA, Colleges are agents of the Crown and subject to:

Financial Administration Act. Freedom of Information and Protection of Privacy Act. Other acts applicable to public sector bodies.

2.1.2 Regulations

Colleges must abide by OCAATA’s Regulations for the Act: O.Reg. 34/03 , amendments to 34/03 via O. Reg 301/10 and the Regulations for the Act: O.Reg. 169/10. To view these policy documents please go to the following website

http://caat.edu.gov.on.ca/

The user name is: caatsite

The password is: 900Mowat

Copies of these regulations are provided in Appendix 2.



2.1.3 Policy Framework

Excerpted from MTCU website: A policy framework, consisting of a number of documents, sets out the roles and responsibilities of colleges in more detail than in the Act and regulation. Three types of policy framework documents are used to convey this information:

1. Minister's Binding Policy Directives that define the ministry's expectations for the college system to comply with the act and regulation.

2. Operating procedures that set out specific requirements and procedures to comply with the act, regulation and/or Minister's Binding Policy Directives.

3. Resource documents that set out suggested or best practices, which colleges may choose to use at their discretion.

To view these policy documents, please go to the following website

http://caat.edu.gov.on.ca/

The user name is: caatsite

The password is: 900Mowat

These policy documents cover three main areas:

a. Governance and Accountability.

b. Finance and Administration.

c. Programs.

The policy documents of most interest to governors are those concerning Governance and Accountability and

Conflict of Interest. The MTCU will be issuing a revised version of “Governance and Accountability” shortly.

The “Conflict of Interest” document has been printed out in full in Appendix 3.

2.2 Governance and Accountability Documents

This binding policy directive applies to all colleges of applied arts and technology and defines minimum expectations for governance and accountability in colleges. The critical elements of the role of a college board of governors are outlined along with a planning cycle and accountability framework.

Please refer to Appendix 3 for a copy of this Binding Policy Directive. This Directive was updated by MTCU in September 2010 to include, as appendices, copies of the Management Board of Cabinet Directives regarding procurement and travel, meal and hospitality expenses. Colleges are required to establish, at a minimum, policies and procedures that adhere to, or exceed, these directives.

2.3 Board of Governors

On October 12, 2010, MTCU released its updated protocol around board appointments. Please refer to

Appendix 4 for the following documents:

a) MTCU Memo re the appointment process for Lieutenant Governor in Council‐appointed college

governors



b) MTCU Qs & As around the new college Board of Governors appointment process

c) MTCU flowchart detailing the recommended process for the appointment of the government’s share

of external college board members

Board‐President Relations Resource Document (PDF; 119 Kb) The intent of this document is to provide college board chairs, governors and presidents with background information on a successful Board‐President relationship.

Conflict of Interest Minister's Binding Policy Directive (PDF; 143 Kb) This binding policy directive is intended to protect the integrity and ethical standards of college boards and, as importantly, protect the integrity of a board member who may face a conflict of interest.

2.4 Planning and Reporting

Strategic Plan Operating Procedure (PDF; 102 Kb) This operating procedure, which sets out the minimum requirements for a strategic plan, applies to all colleges.

Business Plan Operating Procedure (September 2009)(PDF; 66 Kb) This operating procedure, which applies to all colleges, sets out the minimum requirements of an annual business plan and a deficit recovery plan.

Annual Report Operating Procedure (May 2007)(PDF; 102 Kb) This operating procedure, which applies to all colleges, sets out the minimum requirements for an annual report.

Audited Financial Statements (PDF; 103 kB) This operating procedure, which applies to all colleges, sets out the minimum requirements for audited financial statements.

2.5 Key Performance Indicators

Graduate & Employer KPI Surveys Operating Procedure 2010‐2011 Survey Cycle (PDF; 388 Kb) This operating procedure, which applies to all colleges, sets out the requirements for the administration of the Graduate and Employer Surveys used to collect the graduate employment, graduate satisfaction, and employer satisfaction KPI data, and the requirements for the publication of the KPI data.

Graduate & Employer KPI Surveys Operating Procedure 2009‐10 Survey Cycle (PDF; 380 Kb)

Student Satisfaction KPI Survey Operating Procedure 2010‐11 Survey Cycle (PDF; 990 Kb) This operating procedure, which applies to all colleges, sets out the requirements for the colleges' administration of the Student Satsfaction Survey used to collect the student satisfaction KPI data, and for the publication of the KPI data.



Confirmation of Posting Student Satisfaction Indicators 2010‐11 (Word; 37Kb)

http://caat.edu.gov.on.ca/HTMLpages/Contacts_Eng.html ‐ KPI_Student

Student Satisfaction KPI Survey Operating Procedure 2009‐10 (PDF; 788Kb)

Graduation Rate KPI Calculation and Reporting Operating Procedure 2009‐2010 (PDF; 459 Kb). This operating procedure, which applies to all colleges, sets out the requirements for calculating and reporting on the Graduation Rate KPI and publishing the KPI data

2.6 Finance and Administration

The following is excerpted from the MTCU website:

“These documents cover a number of topics related to college finances, reporting requirements and suggest some best practices.

“The following titles and Q&A's are hyperlinked to PDF documents. You must have Adobe Reader installed on your computer to open these documents.

“Click on any one of the titles to access the PDF document. Those titles that are not underlined are not yet available. Each document has a table of contents hyperlinked to the headings in the document. Within each PDF document, there are hyperlinks to other relevant documents. Within a specific PDF document, you can initiate the Find command by clicking on the Find icon ("binoculars" on the Acrobat tool bar) or by pressing Ctrl‐F. Then enter the word or phrase and press Enter. For further information regarding a document, click on the Contact hyperlink “

Banking and Investments Minister's Binding Policy Directive (84 Kb)

Banking and Investments Operating Procedure (121 Kb)

Entrepreneurial Activities Minister's Binding Policy Directive (212 Kb)

Funding of Part‐time Activity Minister's Binding Policy Directive (125 Kb)

Proceeds from Sale or Encumbrance of College Property Minister's Binding Policy Directive (99 Kb)

Tuition and Ancillary Fees Minister's Binding Policy Directive (88 Kb)

Tuition and Ancillary Fees Reporting Operating Procedure (369 Kb)

List of the Highest 2009‐10 Tuition Fees by Program(Excel) (81 Kb)

College Financial Consolidation contains instructions for 2008‐09 financial data submissions, as well as older CFIS1 reports. It requires the userid "cfcsite" (no quotes) and the same password as this site. Please see below for current year documentation.



Enrolment & Graduate Reporting Operating Procedure (316 Kb)

Covering Memo: Enrolment & Graduate Reporting Operating Procedure (45 Kb)

Ontario Student Assistance Program (OSAP) Performance Indicators Operating Procedure 09‐10 (Word; 323Kb)

Confirmation of Posting OSAP Performance Program Indicators 09‐10 (Word; 30 Kb)

Purchase, Sale or Encumbrance of College Property Resource Document (90 Kb)

Calculations of the 2008‐2009 Operating Grant ("Black Binder")(44.6 Mb)

Memo accompanying the 2008‐2009 GPOG (57 Kb)

Part‐time detail data 2006‐2007(Excel) (18.7 Mb)

Prior Year Adjustment to the 2008‐09 General Purpose Operating Grant (656 Kb)

Multi‐Year Calculator v5.40(Excel)(1,055 Kb)

2009‐10 CFIS2.0 System User Guide (1,206 Kb)

2009‐10 CFIS2.0 Continuity User Guide (1360 Kb)

2009‐10 CFIS2.0 Grant Reconciliation User Guide (311 Kb)

2009‐10 CFIS2.0 Excel Text Export Tool for creating Upload files (28 Kb)

College Financial Consolidation ‐ Year‐End Deadlines (360 Kb)

2009‐10 CFIS2.0 Account Manual (2,469 Kb)

2009‐10 CFIS2.0 Audited Financial Statements ‐ Operating Procedure (110 Kb)

College Financial Consolidation ‐ 2008‐09 Changes (292 Kb)

2009‐10 CFIS2.0 Financial Statements Notes Reporting (933 Kb)

2009‐10 Notes Templates for Colleges (92 Kb)

Archive of Finance and Administration Documents



2.7 Program Development and Funding Approval

Information to help colleges in the program development and funding approval process:

Framework for Programs of Instruction Minister's Binding Policy Directive (PDF; 334 Kb) This binding policy directive defines expectations for all programs of instruction offered by colleges regardless of the funding source.

Funding Approval of Programs of Instruction Minister's Binding Policy Directive (PDF; 103 Kb) This binding policy directive defines the framework within which the ministry will approve programs of instruction for funding from the general purpose operating grant.

Funding Approval of Programs of Instruction Procedures (2007) (PDF; 95 Kb)

Request for Approval for Funding Form (2007) (Word; 193 Kb)

APS‐MTCU Table: July 2010 (Excel; 1,205 Kb) CAAT Program Listings: a complete list by Colleges, Codes, Status, Funding Weights, etc.

APS‐CCDO Table: February 2008 (Excel; 516 Kb) CAAT Tuition‐Short Program Listing

Guide to Abbreviations (PDF; 23 Kb)

List of Ministry Decisions ‐ New Programs 2010 (PDF; 93 Kb)

List of Ministry Decisions ‐ Title Modifications 2010 (PDF; 35 Kb)

List of Ministry Decisions ‐ Program Status Changes 2010 (PDF; 35 Kb)

Program Descriptions (Hyperlink) Browse for Program Descriptions

Program Standards (Hyperlink) Browse the Published College Program Standards

Program Suspension and Cancellation Operating Procedure (PDF; 59 Kb) The purpose of this operating procedure is to describe procedures for CAATs to inform the Ministry of changes to offerings of programs of instruction.

Admissions Criteria Minister's Binding Policy Directive (166 Kb) The general admissions criteria provide a clear and consistent method that all colleges are to use when considering applications for entrance to all college programs of instruction.



Prior Learning Assessment & Recognition Resource Document (PDF; 81 Kb).Resource document for discretionary use.



3. Roles and Responsibilities 3.1 Roles and Responsibilities of Board Governors

At a minimum, role of the board is to:

• Establish governance structures.

• Set corporate goals/strategic direction & monitor alignment of operations.

• Take corrective action as necessary.

• Hire & assess CEO performance, delegate accountability to CEO.

• Approve business plan, budget, and annual report.

Many colleges have developed their own materials to assist governors in exercising their responsibilities. Check with your board secretary for those of your college. Further information is available on the MTCU website using the path below:

http://caat.edu.gov.on.ca

Governance and Accountability

User Name: caatsite

Password: 900Mowat

Governance and Accountability

Governance and Accountability Framework Minister’s Binding Policy Directives

3.2 Conflict of Interest

Please refer to the MTCU’s “Conflict of Interest” Binding Policy Directive” in Appendix 3. Governors are expected to:

Act honestly and uphold the highest ethical standards.

Conduct themselves in a manner that will bear the closest public scrutiny.

Try to arrange their private interests so as to avoid conflicts of interest. A conflict of interest exists where a governor:

Has personal interests that supersede, compete with or could influence the exercise of his or her responsibilities as a board member.

Is party to a proposed or actual contract with the college.



A conflict of interest may be “real”, “potential” or “apparent”. In the case of any of these conflicts of interest a governor:

Must declare and explain nature of conflict at earliest opportunity.

May or may not participate in discussion.

Should not participate in vote.



4. College System Players 4.1 System Structure

4.2 Colleges Ontario

4.3 Colleges Ontario and the Committee of Presidents (COP)

4.4 College Employer Council (The Council)

4.5 College Student Alliance (CSA)

4.6 Ministry of Training, Colleges and Universities (MTCU)

4.7 Ontario College Administrative Staff Association (OCASA)

4.8 Ontario College Application Services (OCAS)

4.9 Ontario Public Service Employees Union (OPSEU)

4.10 Postsecondary Education Quality and Assessment Board (PEQAB)

4.11 List of Colleges

4.12 Map of College Campus Locations

4.1 System Structure



4.2 Colleges Ontario

Colleges Ontario is an advocacy organization representing the province’s 24 colleges of applied arts and technology. Colleges Ontario advocates on provincial and national issues.

Mission and priorities: Colleges Ontario advocates for policy improvements and measures that will help produce the skilled workforce that is needed to strengthen Ontario’s competitive advantage.

Colleges Ontario provide strategic counsel and services to advance Ontario’s colleges as a learning resource of choice and a key gateway to both Ontario’s and Canada’s success. Colleges Ontario’s services to colleges include: advocacy and communications; research and policy development, information coordination, and; professional development.

CURRENT ACTIVITIES INCLUDE:

• Coordinating advocacy and outreach campaigns for policy improvements that support colleges in their role as a major contributor to employability, economic development and technological innovation.

• Publishing newsletters, reports, directories and briefing materials to support planning and outreach.

• Building the Ontario college leadership network through meetings, workshops and conferences.

• Providing research support for advocacy and policy development issues such as funding, governance, student access, transferability and retention.

20 Bay Street, Suite 1600 Box 88 Toronto, Ontario M5J 2N8 Tel: 647.258.7670 Fax: 647.258.7699

www.collegesontario.org



4.3 Colleges Ontario and the Committee of Presidents

The Committee of Presidents (COP) consists of all college presidents and meets regularly to:

Make recommendations on system‐wide policy direction.

Address strategic system‐wide operational issues.

Oversee system‐wide operational units and special projects that may be initiated.

Assign work to the CAAT Coordinating Committee.

4.4 College Employer Council (CEC)

Human Resources

The Council is the bargaining agent for the 24 Ontario colleges in negotiating collective agreements with unionized staff. In addition, the Council provides a variety of services for the college system such as advice on human resource issues, collective agreement administration, benefits administration and research. Each college board determines the terms and conditions of employment for non‐unionized staff.

Benefits

The Council is the policy holder for all group insurance benefits provided to college staff and retirees. The current underwriter is Sun Life Assurance Company of Canada. The college pension plan is administered separately by the CAAT Pension Plan.

20 Bay Street, Suite 1600 Box 88 Toronto, ON M5J 2N8

4.5 College Student Alliance (CSA)

Founded in 1975, the College Student Alliance (CSA) is a member‐driven advocacy and student

leadership organization which proudly serves Ontario’s college and college‐university students. The CSA

currently represents over 70% of all Ontario college students consisting of 17 colleges and 25 student

associations with over 126,000 full‐time students throughout the province.

CSA provides a forum for students and member student governing bodies to address key issues and gain influence on a Provincial and Federal level.

www.collegestudentalliance.ca

www.thecouncil.on.ca



301 – 372 Richmond Street West Toronto, Ontario M5V 1X6 Tel: 416.340.1212 Fax: 647.438.1979

4.6 Ministry of Training, Colleges and Universities

The Constitution Act gives exclusive authority to each province in Canada to make laws in relation to education. In Ontario, the Minister of Education and the Minister of Training, Colleges and Universities are responsible for the administration of laws relating to education and skills training.

Employment Ontario: Ontario's Employment and Training Network

The Ministry of Training, Colleges and Universities operates Employment Ontario, a one‐stop source of information and services for students, job seekers and employers.

As the operator of Employment Ontario, the ministry is responsible for:

Delivering employment and training services to the public across the province. Developing policy directions for employment and training. Setting standards for occupational training, particularly for trades under the Trades

Qualification and Apprenticeship Act. Managing provincial programs to support workplace training and workplace preparation,

including apprenticeship, career and employment preparation, and adult literacy and basic skills.

Undertaking labour market research and planning.

Postsecondary Education

In the area of postsecondary education, the Ministry of Training, Colleges and Universities is responsible for:

Developing policy directions for universities and colleges of applied arts and technology. Planning and administering policies related to basic and applied research in this sector. Authorizing universities to grant degrees. Distributing funds allocated by the provincial legislature to colleges and universities. Providing financial‐assistance programs for postsecondary school students. Registering private career colleges.

http://www.edu.gov.on.ca/eng/tcu/



Mowat Block, 900 Bay Street Toronto, Ontario M7A 1L2 Tel: 416.325‐1600

The Ministry of Training, Colleges and Universities operates Employment Ontario, a one‐stop source of information and services for students, job seekers and employers. The Colleges Branch of the Ministry of Training, Colleges and Universities has responsibility for the development and approval of system‐wide standards for programs at colleges of applied arts and technology of Ontario.

4.7 Ontario College Administrative Staff Association (OCASA)

OCASA pursues and fosters the interests of its members in their professional goals. Adhering to the

values of professionalism, excellence and integrity, OCASA seeks to:

Foster proficiency and professional excellence.

Achieve, through advocacy and consultation, provisions beneficial to the economic, social and working conditions of its members.

Influence the terms and conditions of employment at local colleges through advocacy and consultation.

Develop and present a common position on issues affecting members.

Collect and distribute information for the benefit of individual members and local administrative staff associations.

Suite 410, 157 Adelaide St. W. Toronto, Ontario M5H 4E7 Tel: 1.866.742.5429 Fax: 1.866.742.5430

4.8 Ontario College Application Service (OCAS)

OCAS provides application processing and data warehousing services for Ontario’s Colleges of Applied Arts and Technology.

OCAS’s mission is to support Ontario’s public colleges becoming a first choice in postsecondary education through:

www.ocasa.on.ca



A reliable, applicant‐centered information and application‐to‐college service.

Marketing colleges and their programs in an integrated systems approach with Colleges Ontario and colleges.

A College System Data Warehouse which is a trusted source of business intelligence.

60 Corporate Court Guelph, Ontario N1G 5J3 Tel: 1‐888‐647‐6227 For Applicants: 1‐888‐892‐2228

4.9 Ontario Public Service Employees Union (OPSEU)

OPSEU represents both Academic and Support Staff working for Ontario’s colleges. The union negotiates province‐wide agreements with the Council who represent the management of the colleges. OPSEU members working for colleges belong to either the CAAT Academic Division or the CAAT Support Division.

Tel: 519.763.4725 100 Lesmill Road Toronto, Ontario M3B 3P8 Tel: 416.443.8888

4.10 Postsecondary Education Quality Assessment Board (PEQAB)

The Board's Mandate

The Postsecondary Education Quality Assessment Board was created by the Post‐secondary Education Choice and Excellence Act, 2000.

Under sections 5 and 7 of the Act, the board is responsible for:

Reviewing all applications for ministerial consent under the Act.

www.ontariocolleges.ca

www.opseu.org



Determining the criteria and procedures for program quality assessments and organization reviews.

Undertaking such reviews. Creating program quality assessment panels, organization review panels and advisory

committees. Undertaking research as appropriate. Providing recommendations to the Minister on applications. Addressing any other matter referred to the board by the minister.

23rd Floor, Mowat Block 900 Bay Street Toronto, Ontario M7A 1L2 Tel: 416.212‐1230 Fax: 416.212‐6620 E‐mail: [email protected]

4.11 List of Colleges

(Applied Arts and Technology and Institutes of Technology and Advanced Learning) ALGONQUIN College of Applied Arts and Technology www.algonquincollege.com

Collège BORÉAL d’arts appliqués et de technologiewww.borealc.on.ca

CAMBRIAN College of Applied Arts and Technology www.cambriancollege.ca

CANADORE College of Applied Arts and Technology www.canadorec.on.ca

CENTENNIAL College of Applied Arts and Technology www.centennialcollege.ca

CONESTOGA College Institute of Technology and Advanced Learning www.conestogac.on.ca

CONFEDERATION College of Applied Arts and Technology www.confederationc.on.ca

DURHAM College of Applied Arts and Technology www.durhamcollege.ca

FANSHAWE College of Applied Arts and Technology www.fanshawec.ca

GEORGE BROWN College of Applied Arts and Technology www.georgebrown.ca

GEORGIAN College of Applied Arts and Technology www.georgianc.on.ca

HUMBER College Institute of Technology and Advanced Learning www.humber.ca

Collège d’arts appliqués et de technologie LA CITÉ collégialewww.lacitecollegiale.com

LAMBTON College of Applied Arts and Technology www.lambton.on.ca

LOYALIST College of Applied Arts and Technology www.loyalistc.on.ca

MOHAWK College of Applied Arts and Technology www.mohawkcollege.ca

www.peqab.ca



NIAGARA College of Applied Arts and Technology www.niagaracollege.ca

NORTHERN College of Applied Arts and Technology www.northernc.on.ca

ST. CLAIR College of Applied Arts and Technology www.stclaircollege.ca

ST. LAWRENCE College of Applied Arts and Technology www.sl.on.ca

SAULT College of Applied Arts and Technology www.saultcollege.ca

SENECA College of Applied Arts and Technology www.senecac.on.ca

SHERIDAN College Institute of Technology and Advanced Learning www.sheridaninstitute.ca

SIR SANDFORD FLEMING College of Applied Arts and Techologywww.flemingcollege.com

4.12 Map of Ontario College Locations



5. Personal Liability 5.1 Governors Personal Liability

5.2 Corporations Act

5.3 Fiduciary Responsibilities

5.4 Insurance

Section 5 is an excerpt from MTCU’s “Governors’ Resource Manual November 2009”

5.1 Governors’ Personal Liability

One of a governor’s most critical responsibilities is to know and comply with the legislative, corporate and policy framework governing colleges. Section 2 of this Manual references the most relevant:

Ontario Colleges of Applied Arts and Technology Act 2002 (http://www.e‐laws.gov.on.ca).

Corporations Act (relevant sections ‐ http://www.e‐laws.gov.on.ca).

Financial Administration Act (relevant sections – http://www.e‐laws.gov.on.ca).

Regulation 34/03 (http://caat.edu.gov.on.ca).

Minister’s Binding Policy Directive – Conflict of Interest (http://caat.edu.gov.on.ca).

Minister’s Binding Policy Directive ‐ Governance and Accountability Framework (http://caat.edu.gov.on.ca).

Together, these specify the primary role of the colleges, their statutes as non‐share corporations and limitations with their corporate powers such as budget, conferring of credentials, entrepreneurial activities and sale and lease of property. Governors should familiarize themselves with Section 2 of this manual to understand the nature and scope of those responsibilities. Governors are encouraged to attend Colleges Ontario’s Governor Orientation sessions on Personal Liability. At these sessions, a lawyer will discuss:

5.2 Corporations Act

The Corporations Act, protects governors from personal liability, however, governors are expected to meet a certain standard of care in discharging their responsibilities, appropriate to their qualifications and skills. A lawyer or experienced business person, for example, may have to meet a higher standard of care than someone with no legal or business experience.

5.3 Fiduciary Responsibilities

Governors also have fiduciary responsibilities to act loyally, honestly, in good faith and without personal profit, placing the interests of the college before their own, in particular with respect to the Minister’s Binding Directive on Conflict of Interest.



5.4 Insurance

Colleges have insurance to protect governors against any liability incurred in their capacity as a governor – except where the liability relates to their failure to act honestly and in good faith while performing their duties.



6. Acronyms Acronym Website

CAAT Colleges of Applied Arts and Technology www.edu.gov.on.ca CEC College Employer Council www.TheCouncil.on.ca CCBA Colleges Collective Bargaining Act www.TheCouncil.ca CO Colleges Ontario www.collegesontario.org COP Committee of Presidents www.collegesontario.org CSA College Student Alliance www.collegestudentalliance.ca MTCU Ministry of Training, Colleges and Universities www.edu.gov.on.ca/eng/tcu/ OCAATA Ontario Colleges of Applied Arts and Technology www.e‐laws.gov.on.ca Act, 2002 OCAS Ontario College Application Services www.ontariocolleges.ca OCASA Ontario College Administrative Staff Association www.ocasa.on.ca OPSEU Ontario Public Service Employees Union www.opseu.org



APPENDIX 1 – LEGISLATION

I. ONTARIO COLLEGES OF APPLIED ARTS AND TECHNOLOGY ACT

II. 2002 CORPORATIONS ACT (RELEVANT SECTIONS)



I) Ontario Colleges of Applied Arts and Technology Act, 2002 S.O. 2002, CHAPTER 8 Schedule F

Consolidation Period: From April 1, 2010 to the e‐Laws currency date. Last amendment: 2009, c. 33, Sched. 25, s. 3.

Definition 1. In this Act,

“Minister” means the Minister of Training, Colleges and Universities or such other member of the Executive Council to whom the administration of this Act may be assigned under the Executive Council Act. 2002, c. 8, Sched. F, s. 1.

Colleges 2. (1) Colleges of applied arts and technology may be established by regulation. 2002, c. 8, Sched. F, s. 2 (1).

Corporate entity (1.1) Each college established under subsection (1) is a corporation without share capital and shall consist of the members of its board of governors. 2006, c. 19, Sched. S, s. 2 (1).

Objects (2) The objects of the colleges are to offer a comprehensive program of career‐oriented, post‐secondary education and training to assist individuals in finding and keeping employment, to meet the needs of employers and the changing work environment and to support the economic and social development of their local and diverse communities. 2002, c. 8, Sched. F, s. 2 (2).

Carrying out its objects (3) In carrying out its objects, a college may undertake a range of education‐related and training‐related activities, including but not limited to,

(a) entering into partnerships with business, industry and other educational institutions;

(b) offering its courses in the French language where the college is authorized to do so by regulation;

(c) adult vocational education and training;

(d) basic skills and literacy training;

(e) apprenticeship in‐school training; and

(f) applied research. 2002, c. 8, Sched. F, s. 2 (3).

Crown agent (4) A college established under subsection (1) is an agency of the Crown. 2002, c. 8, Sched. F, s. 2 (4).

Boards of governors 3. (1) There shall be a board of governors for each college established under this Act consisting of such members as may be prescribed by regulation. 2002, c. 8, Sched. F, s. 3 (1).

(2) REPEALED: 2006, c. 19, Sched. S, s. 2 (2).



Policy directives 4. (1) The Minister may issue policy directives in relation to the manner in which colleges carry out their objects or conduct their affairs. 2002, c. 8, Sched. F, s. 4 (1).

Binding (2) The policy directives are binding upon the colleges and the colleges to which they apply shall carry out their objects and conduct their affairs in accordance with the policy directives. 2002, c. 8, Sched. F, s. 4 (2).

General or particular (3) A policy directive of the Minister may be general or particular in its application. 2002, c. 8, Sched. F, s. 4 (3).

Non‐application of Legislation Act, 2006 (4) Part III (Regulations) of the Legislation Act, 2006 does not apply to the policy directives. 2009, c. 33, Sched. 25, s. 3.

Intervention 5. (1) The Minister may intervene into the affairs of a college or a subsidiary of a college in such manner and under such conditions as may be prescribed, if the Minister is of the opinion that,

(a) the college is not providing services in accordance with this Act or the regulations or with any other Act that applies to the college;

(b) the college fails to follow a policy directive under section 4; or

(c) it is in the public interest to do so. 2002, c. 8, Sched. F, s. 5 (1).

Public interest (2) In determining whether an intervention is in the public interest, the Minister may take into consideration, among other things,

(a) the quality of the management and administration of the college;

(b) the college’s utilization of its financial resources for the management and delivery of core education and training services;

(c) the accessibility to education and training services in the community where the college is located; and

(d) the quality of education and training services provided to students. 2002, c. 8, Sched. F, s. 5 (2).

Information 6. A college established under this Act shall provide to the Minister any financial or other information that the Minister may request. 2002, c. 8, Sched. F, s. 6.

Student governing body 7. Nothing in this Act restricts a student governing body of a college elected by the students of the college from carrying on its normal activities and no college shall prevent the student governing body from doing so. 2002, c. 8, Sched. F, s. 7.

College Employer Council 7.1 (1) A corporation without share capital is established under the name College Employer Council in English and Conseil des employeurs des collèges in French and is composed of the members of its board of directors. 2008, c. 15, s. 87 (1).



Object (2) The object of the Council is to be responsible for certain functions relating to collective negotiations and establishment of terms and conditions of employment of persons employed by colleges. 2008, c. 15, s. 87 (1).

Functions (3) The Council,

(a) shall exercise the powers and perform the functions and duties assigned to it under the Colleges Collective Bargaining Act, 2008;

(b) subject to subsection (7), shall establish, on behalf of the colleges and in consultation with them, the terms and conditions of employment, except superannuation, for persons employed by colleges who are not in a bargaining unit established under the Colleges Collective Bargaining Act, 2008; and

(c) may be the policy holder for insured benefit plans for persons employed by colleges. 2008, c. 15, s. 87 (1).

Transition, insured benefit plan policy (4) The Council shall be deemed to be the policy holder for any insured benefit plans for persons employed by colleges for which the College Compensation and Appointments Council was the policy holder immediately before this section came into force. 2008, c. 15, s. 87 (1).

Limit on Council’s function, certain employees (5) On the written recommendation of a college, the Minister may direct that the college shall establish the terms and conditions of employment for persons employed by the college who are not in a bargaining unit established under the Colleges Collective Bargaining Act, 2008. 2008, c. 15, s. 87 (1).

Same (6) A direction of the Minister shall be given to the Council and the college and shall be made available to the public on the internet and by such other means as the Minister may consider appropriate. 2008, c. 15, s. 87 (1).

Same (7) Where the Minister has made a direction in respect of a college, the Council shall not act under clause (3) (b) in respect of the college. 2008, c. 15, s. 87 (1).

Board (8) The affairs of the Council shall be managed by its board of directors. 2008, c. 15, s. 87 (1).

Composition of board (9) The board of directors shall consist of,

(a) the chair of the board of governors of each college or, if the chair of a college so directs, the vice‐chair of the board of governors of the college;

(b) the president of each college. 2008, c. 15, s. 87 (1).

Same (10) Despite clause (9) (a), a chair or vice‐chair of a board of governors of a college who was appointed to the board of governors of the college following his or her election to it by students



or a staff group shall not be a member of the board of directors of the Council. 2008, c. 15, s. 87 (1).

Chair, vice‐chair (11) The members of the board of directors shall, in accordance with its by‐laws, elect a chair and vice‐chair from among themselves. 2008, c. 15, s. 87 (1).

Same (12) The president of a college shall not attend a part of a meeting of the board of directors during which the remuneration of college presidents is discussed and shall not vote on any matter relating to that remuneration. 2008, c. 15, s. 87 (1).

Annual report (13) Within 90 days after the end of each fiscal year, the Council shall provide the board of governors of each college with,

(a) a report on its activities in respect of the year;

(b) its audited financial statements for the year. 2008, c. 15, s. 87 (1).

Assessments to cover expenses (14) The Council may, in accordance with the by‐laws passed by the board of directors, assess amounts against each college in respect of the Council’s expenses and each college shall pay the amount assessed against it. 2008, c. 15, s. 87 (1).

Same (15) The Council may assess different amounts for different colleges. 2008, c. 15, s. 87 (1).

Regulations

8. (1) The Lieutenant Governor in Council may make regulations,

(a) establishing, naming and governing colleges, including varying or expanding the objects or responsibilities of any college, and prescribing any other matter related to the manner in which a college may carry out its affairs;

(b) providing for the appointment, composition, powers and duties of boards of governors and the removal of any or all members of any board of governors upon such conditions and subject to such processes as may be prescribed, including delegating any of these powers to the council established under clause (g);

(c) limiting the powers that may be exercised by a college under the Corporations Act under such conditions as may be prescribed;

(d) amalgamating or closing colleges and providing for any matters that must be dealt with as a result of the amalgamation or closure;

(e) in respect of an intervention under section 5,

(i) prescribing under what conditions an intervention may be taken,

(ii) prescribing the types of intervention that may be taken, including replacing any or all members of a board,

(iii) delegating to the Minister or an agent of the Minister any powers necessary to carry out the intervention,



(iv) governing procedures that apply in respect of an intervention and requiring colleges to comply with those procedures;

(f) respecting the languages of instruction, including authorizing specified colleges to offer any or all of their programs in the French language and excluding others from doing so;

(g) establishing or continuing a council and setting out its functions, powers and duties;

(h) providing for any transitional matter necessary for the effective implementation of this Act or the regulations. 2002, c. 8, Sched. F, s. 8 (1); 2008, c. 15, s. 87 (2).

General or specific (2) A regulation may be general or specific in its application. 2002, c. 8, Sched. F, s. 8 (2).

Conflict (3) If there is a conflict between a regulation made under this section and the Corporations Act,

the regulation prevails. 2002, c. 8, Sched. F, s. 8 (3).

9. REPEALED: 2008, c. 15, s. 87 (3).

10.‐12. OMITTED (AMENDS OR REPEALS OTHER ACTS). 2002, c. 8, Sched. F, ss. 10‐12.

13. OMITTED (PROVIDES FOR COMING INTO FORCE OF PROVISIONS OF THIS ACT). 2002, c. 8, Sched. F, s. 13.

14. Omitted (enacts short title of this Act). 2002, c. 8, Sched. F, s. 14.



II) Corporations Act

R.S.O. 1990, CHAPTER C.38

Consolidation Period: From October 1, 2009 to the e‐Laws currency date.

Last amendment: 2009, c. 18, Sched. 8.

Definitions

1. In this Act,

“books” includes loose‐leaf books where reasonable precautions are taken against the misuse of them; (“livres”)

“Commission” means the Ontario Securities Commission; (“Commission”)

“company” means a corporation with share capital; (“compagnie”)

“corporation” means a corporation with or without share capital, but in Part III “corporation” means a corporation without share capital; (“personne morale”)

“court” means the Superior Court of Justice; (“tribunal”)

“Minister” means the member of the Executive Council to whom the administration of this Act is assigned by the Lieutenant Governor in Council; (“ministre”)

“officer” means president, chair of the board of directors, vice‐president, secretary, assistant secretary, treasurer, assistant treasurer, manager or any other person designated an officer by by‐law of the corporation; (“dirigeant”)

“private company” means a company as to which by its special Act, letters patent or supplementary letters patent,

(a) the right to transfer its shares is restricted,

(b) the number of its shareholders, exclusive of persons who are in the employment of the company, is limited to fifty, two or more persons holding one or more shares jointly being counted as a single shareholder, and

(c) any invitation to the public to subscribe for its shares or securities is prohibited; (“compagniefermée”)

“public company” means a company that is not a private company; (“compagnieouverte”)

“registers” includes loose‐leaf registers where reasonable precautions are taken against the misuse of them; (“registres”)

“securities” means the bonds, debentures, debenture stock or other like liabilities of a corporation whether constituting a charge on its property or not; (“valeursmobilières”)

“special resolution” means a resolution passed by the directors and confirmed with or without variation by at least two‐thirds of the votes cast at a general meeting of the shareholders or members of the corporation duly called for that purpose, or, in lieu of such confirmation, by the consent in writing of all the shareholders or members entitled to vote at such meeting. (“résolutionspéciale”) R.S.O. 1990, c. C.38, s. 1; 2001, c. 9, Sched. D, s. 5 (1).



Non‐application of Act 2.This Act does not apply to a company to which the Business Corporations Act or the Co‐

operative Corporations Act applies. R.S.O. 1990, c. C.38, s. 2.

PART III CORPORATIONS WITHOUT SHARE CAPITAL

Application of Part 117.This Part, except where it is otherwise expressly provided, applies,

(a) to every corporation incorporated by or under a general or special Act of the Parliament of the late Province of Upper Canada;

(b) to every corporation incorporated by or under a general or special Act of the Parliament of the late Province of Canada that has its head office and carries on business in Ontario and that was incorporated with objects to which the authority of the Legislature extends; and

(c) to every corporation incorporated by or under a general or special Act of the Legislature,

but this Part does not apply to a corporation incorporated for the construction and working of a railway, incline railway or street railway. R.S.O. 1990, c. C.38, s. 117.

Incorporation 118.A corporation may be incorporated to which Part V applies or that has objects that are within

the jurisdiction of the Province of Ontario. 1994, c. 27, s. 78 (5).

Application for incorporation 119. (1) The applicants for the incorporation of a corporation shall file with the Lieutenant

Governor an application showing:

1. The names in full and the address for service of each of the applicants.

2. The name of the corporation to be incorporated.

3. The objects for which the corporation is to be incorporated.

4. The place in Ontario where the head office of the corporation is to be situate.

5. The names of the applicants who are to be the first directors of the corporation.

6. Any other matters that the applicants desire to have embodied in the letters patent. R.S.O. 1990, c. C.38, s. 119 (1); 2001, c. 9, Sched. D, s. 5 (5).

Idem (2) The applicants may ask to have embodied in the letters patent any provision that may be

made the subject of a by‐law of the corporation. R.S.O. 1990, c. C.38, s. 119 (2).

Exception (3) Subsection (2) does not apply to a provision providing for the election and retirement of

directors in accordance with subsection 287 (2) or (5). 1998, c. 18, Sched. E, s. 65.

Classes of membership 120.The letters patent, supplementary letters patent or by‐laws of a corporation may provide for

more than one class of membership and in that case shall set forth the designation of and the terms and conditions attaching to each class. R.S.O. 1990, c. C.38, s. 120.



Applicants become members 121.Upon incorporation of a corporation, each applicant becomes a member thereof. R.S.O.

1990, c. C.38, s. 121.

Members not liable 122.A member shall not, as such, be held answerable or responsible for any act, default,

obligation or liability of the corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the corporation. R.S.O. 1990, c. C.38, s. 122.

Number of members 123.Unless the letters patent, supplementary letters patent or by‐laws of a corporation otherwise

provide, there is no limit on the number of members of the corporation. R.S.O. 1990, c. C.38, s. 123.

Admission to membership 124.(1)Subject to subsection (2), a person or unincorporated association may be admitted to

membership in a corporation by resolution of the board of directors, but the letters patent, supplementary letters patent or by‐laws may provide that such resolution is not effective until it has been confirmed by the members in general meeting. R.S.O. 1990, c. C.38, s. 124 (1); 1994, c. 27, s. 78 (6).

Idem (2)The letters patent, supplementary letters patent or by‐laws of a corporation may provide for

the admission of members by virtue of their office. R.S.O. 1990, c. C.38, s. 124 (2).

Voting powers of members 125.Each member of each class of members of a corporation has one vote, unless the letters

patent, supplementary letters patent or by‐laws of the corporation provide that each such member has more than one vote or has no vote. R.S.O. 1990, c. C.38, s. 125.

Not to be carried on for gain 126.(1)A corporation, except a corporation to which Part V applies, shall be carried on without

the purpose of gain for its members and any profits or other accretions to the corporation shall be used in promoting its objects and the letters patent shall so provide, and, where a company is converted into a corporation, the supplementary letters patent shall so provide.

Exception (2)Nothing in subsection (1) prohibits a director from receiving reasonable remuneration and

expenses for his or her services to the corporation as a director or prohibits a director or member from receiving reasonable remuneration and expenses for his or her services to the corporation in any other capacity, unless the letters patent, supplementary letters patent or by‐laws otherwise provide. R.S.O. 1990, c. C.38, s. 126.

Directors by virtue of their office 127.Subject to section 286, the letters patent, supplementary letters patent or by‐laws of a

corporation may provide for persons becoming directors by virtue of their office, in lieu of election. R.S.O. 1990, c. C.38, s. 127.

Memberships not transferable, termination 128.(1)Unless the letters patent or supplementary letters patent otherwise provide, the interest

of a member in a corporation is not transferable and lapses and ceases to exist upon the member’s death or when the member ceases to be a member by resignation or otherwise in accordance with the by‐laws of the corporation.



Where transferable (2)Where the letters patent or supplementary letters patent provide that the interest of a

member in the corporation is transferable, the by‐laws shall not restrict the transfer of such interest. R.S.O. 1990, c. C.38, s. 128.

By‐laws 129.(1)The directors of a corporation may pass by‐laws not contrary to this Act or to the letters

patent or supplementary letters patent to regulate,

(a) the admission of persons and unincorporated associations as members and as members by virtue of their office and the qualification of and the conditions of membership;

(b) the fees and dues of members;

(c) the issue of membership cards and certificates;

(d) the suspension and termination of memberships by the corporation and by the member;

(e) the transfer of memberships;

(f) the qualification of and the remuneration of the directors and the directors by virtue of their office, if any;

(g) the time for and the manner of election of directors;

(h) the appointment, remuneration, functions, duties and removal of agents, officers and employees of the corporation and the security, if any, to be given by them to it;

(i) the time and place and the notice to be given for the holding of meetings of the members and of the board of directors, the quorum at meetings of members, the requirement as to proxies, and the procedure in all things at members’ meetings and at meetings of the board of directors;

(j) the conduct in all other particulars of the affairs of the corporation.

Confirmation (2)A by‐law passed under subsection (1) and a repeal, amendment or re‐enactment thereof,

unless in the meantime confirmed at a general meeting of the members duly called for that purpose, is effective only until the next annual meeting of the members unless confirmed thereat, and, in default of confirmation thereat, ceases to have effect at and from that time, and in that case no new by‐law of the same or like substance has any effect until confirmed at a general meeting of the members.

Rejection (3)The members may at the general meeting or the annual meeting mentioned in subsection (2)

confirm, reject, amend or otherwise deal with any by‐law passed by the directors and submitted to the meeting for confirmation, but no act done or right acquired under any such by‐law is prejudicially affected by any such rejection, amendment or other dealing. R.S.O. 1990, c. C.38, s. 129.

By‐laws respecting delegates 130.(1)The directors of a corporation may pass by‐laws providing for,

(a) the division of its members into groups that are composed of territorial groups, common interest groups or both territorial and common interest groups;

(b) the election of some or all of its directors,

(i) by such groups on the basis of the number of members in each group, or



(ii) for the groups in a defined geographical area, by the delegates of such groups meeting together;

(c) the election of delegates and alternative delegates to represent each group on the basis of the number of members in each group;

(d) the number and method of electing delegates;

(e) the holding of meetings of delegates;

(f) the authority of delegates at meetings or providing that a meeting of delegates shall for all purposes be deemed to be and to have all the powers of a meeting of the members;

(g) the holding of meetings of members or delegates territorially or on the basis of common interest. R.S.O. 1990, c. C.38, s. 130 (1); 1998, c. 18, Sched. E, s. 66.

Confirmation (2)No by‐law passed under subsection (1) is effective until it has been confirmed by at least two‐

thirds of the votes cast at a general meeting of the members duly called for considering the by‐law.

Voting (3)A delegate has only one vote and shall not vote by proxy.

Qualification of delegates (4)No person shall be elected a delegate who is not a member of the corporation.

Saving (5)No such by‐law shall prohibit members from attending meetings of delegates and participating

in the discussions at such meetings. R.S.O. 1990, c. C.38, s. 130 (2‐5).

Supplementary letters patent 131. (1)A corporation may apply to the Lieutenant Governor for the issue of supplementary

letters patent,

(a) extending, limiting or otherwise varying its objects;

(b) changing its name;

(c) varying any provision in its letters patent or prior supplementary letters patent;

(d) providing for any matter or thing in respect of which provision may be made in letters patent under this Act;

(e) converting it into a company;

(f) converting it into a corporation, with or without share capital. R.S.O. 1990, c. C.38, s. 131 (1).

Authorization (2)An application under subsection (1) shall be authorized by a special resolution. 1999, c. 12,

Sched. F, s. 21.

(3)Repealed: 1999, c. 12, Sched. F, s. 21.

Contents of application for conversion into company (4)If the application is under clause (1) (e) or (f) and the corporation is to become a company, the

application shall set forth the authorized capital, the classes of shares, if any, into which it is to be divided, the number of shares of each class, the par value of each share or, where the shares are to be without par value, the consideration, if any, exceeding which each share or the aggregate consideration,



if any, exceeding which all the shares of each class may not be issued, and, where there are to be preference shares, the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to them or each class of them, and the terms and conditions on which the members will become shareholders. R.S.O. 1990, c. C.38, s. 131 (4).

(5)Repealed: 1998, c. 18, Sched. E, s. 67.

Special Act corporations excepted (6)This section does not apply to a corporation incorporated by special Act, except that a

corporation incorporated by special Act may apply under this section for the issue of supplementary letters patent changing its name. R.S.O. 1990, c. C.38, s. 131 (6).

Disposition of property on dissolution 132. (1) A corporation may pass by‐laws providing that, upon its dissolution and after payment

of all of its debts and liabilities, its remaining property or a part of that property shall be distributed or disposed of to the Crown in right of Ontario or its agents, the Crown in right of Canada or its agents, municipal corporations, charitable organizations or organizations whose objects are beneficial to the community. 2004, c. 19, s. 10 (1).

Confirmation (2) Such a by‐law is not effective until it has been confirmed by two‐thirds of the votes cast at a

general meeting of the members duly called for that purpose. R.S.O. 1990, c. C.38, s. 132 (2).

(3), (4) Repealed: 1998, c. 18, Sched. E, s. 68.

Where no by‐law (5) In the absence of such by‐law and upon the dissolution of the corporation, the whole of its

remaining property shall be distributed equally among the members or, if the letters patent, supplementary letters patent or by‐laws so provide, among the members of a class or classes of members. R.S.O. 1990, c. C.38, s. 132 (5).

Application of Part II provisions to Part III corporations 133. (1) Section 22, clauses 23 (1) (a) to (p) and (s) to (v), subsection 23 (2), sections 59 to 61, 67,

69 to 71, 80 to 82, 84, 93 and 94, subsection 95 (1), sections 96 and 96.1, clauses 97 (1) (a), (c) and (d), subsection 97 (3) and section 113 apply with necessary modifications to corporations to which this Part applies, and in so applying them the words “company” and “private company” mean “corporation” and the word “shareholder” means “member”. R.S.O. 1990, c. C.38, s. 133 (1); 1994, c. 27, s. 78 (7); 1998, c. 18, Sched. E, s. 69 (1).

[Note: relevant sections noted in s.133 are included after s.133(3).]

Charitable corporation (2) Despite subsection (1), in the case of a corporation to which this Part applies, the objects of

which are exclusively for charitable purposes, it is sufficient notice of any meeting of the members of the corporation if notice is given by publication at least once a week for two consecutive weeks next preceding the meeting in a newspaper or newspapers circulated in the municipality or municipalities in which the majority of the members of the corporation reside as shown by their addresses on the books of the corporation. R.S.O. 1990, c. C.38, s. 133 (2).

(2.1) Repealed: 2006, c. 34, s. 10 (2).



Conditions for indemnification (2.2) Despite subsection (1), a corporation referred to in subsection 1 (2) of the Charities

Accounting Act cannot provide the indemnification referred to in section 80 unless,

(a) the corporation complies with the Charities Accounting Act or a regulation made under that Act that permits the provision of an indemnification; or

(b) the corporation or a director or officer of the corporation obtains a court order authorizing the indemnification. 2000, c. 26, Sched.B, s. 9.

Insurers (3) Clauses 97 (1) (a), (c) and (d), subsections 97 (2) and (3), subsection 98 (1), except clause (a)

thereof, subsection 98 (2), sections 99, 101, 102, 107 and 108 and subsections 109 (1) and (3) apply with necessary modifications to corporations to which Part V applies, and in so applying them the words “company” and “private company” mean “corporation” and the word “shareholder” means “member”. R.S.O. 1990, c. C.38, s. 133 (3).

Below are the sections and clauses referred to in s.133 above.

22.Despite subsection 20 (1) and section 21, a company may use its name in such form and in such

language as the letters patent or supplementary letters patent provide. R.S.O. 1990, c. C.38, s. 22.

Incidental powers

23.(1)A company possesses, as incidental and ancillary to the objects set out in the letters patent or

supplementary letters patent, power,

(a) to carry on any other business capable of being conveniently carried on in connection with its

business or likely to enhance the value of or make profitable any of its property or rights;

(b) to acquire or undertake the whole or any part of the business, property and liabilities of any person

carrying on any business that the company is authorized to carry on;

(c) to apply for, register, purchase, lease, acquire, hold, use, control, license, sell, assign or dispose of

patents, patent rights, copyrights, trademarks, formulae, licences, inventions, processes, distinctive

marks and similar rights;

(d) to enter into partnership or into any arrangement for sharing of profits, union of interests, co‐

operation, joint adventure, reciprocal concession or otherwise with any person or company carrying on

or engaged in or about to carry on or engage in any business or transaction that the company is

authorized to carry on or engage in or any business or transaction capable of being conducted so as to

benefit the company, and to lend money to, guarantee the contracts of, or otherwise assist any such

person or company, and to take or otherwise acquire shares and securities of any such company, and to

sell, hold, reissue, with or without guarantee, or otherwise deal with the same;



(e) to take or otherwise acquire and hold shares in any other company having objects altogether or in

part similar to those of the company or carrying on any business capable of being conducted so as to

benefit the company;

(f) to enter into arrangements with any public authority that seem conducive to the company’s objects

and obtain from any such authority any rights, privileges or concessions;

(g) to establish and support or aid in the establishment and support of associations, institutions, funds

or trusts for the benefit of employees or former employees of the company or its predecessors, or the

dependants or connections of such employees or former employees, and grant pensions and

allowances, and make payments towards insurance or for any object similar to those set forth in this

clause, and subscribe or guarantee money for charitable, benevolent, educational or religious objects or

for any exhibition or for any public, general or useful objects;

(h) to promote any company for the purpose of acquiring or taking over any of the property and

liabilities of the company, or for any other purpose that may benefit the company;

(i) to purchase, lease or take in exchange, hire or otherwise acquire any personal property and any rights

or privileges that the company may think necessary or convenient for the purposes of its business;

(j) to construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways,

branches, sidings, bridges, reservoirs, watercourses, wharves, factories, warehouses, electric works,

shops, stores and other works and conveniences that may advance the company’s interests, and to

contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance,

working, management, carrying out or control thereof;

(k) to raise and assist in raising money for, and to aid by way of bonus, loan, promise, endorsement,

guarantee or otherwise, any person or company with whom the company may have business relations

or any of whose shares, securities or other obligations are held by the company and to guarantee the

performance or fulfilment of any contracts or obligations of any such person or company, and in

particular to guarantee the payment of the principal of and interest on securities, mortgages and

liabilities of any such person or company;

(l) to draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes, bills

of lading, warrants and other negotiable or transferable instruments;

(m) to sell, lease, exchange or dispose of the undertaking of the company or any part thereof as an

entirety or substantially as an entirety for such consideration as the company thinks fit, and in particular

for shares or securities of any other company having objects altogether or in part similar to those of the

company, if authorized so to do by a special resolution;

(n) to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal

with the property of the company in the ordinary course of its business;



(o) to adopt such means of making known the products of the company as seems expedient, and in

particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest,

by publication of books and periodicals or by granting prizes and rewards or making donations;

(p) to cause the company to be registered and recognized in any foreign country or province or territory

of Canada, and to designate persons therein according to the laws of such foreign country or province or

territory to represent the company and to accept service for and on behalf of the company of any

process or suit;

(s) to pay all costs and expenses of or incidental to the incorporation and organization of the company;

(t) to invest and deal with the money of the company not immediately required for its objects in such

manner as may be determined;

(u) to do any of the above things and all things authorized by the letters patent and supplementary

letters patent as principals, agents, contractors, trustees or otherwise, and either alone or in

conjunction with others;

(v) to do all such other things as are incidental or conducive to the attainment of the above objects and

of the objects set out in the letters patent and supplementary letters patent.

Powers may be withheld

(2)Any of the powers set out in subsection (1) may be withheld or limited by the letters patent or

supplementary letters patent. R.S.O. 1990, c. C.38, s. 23.

Borrowing powers

59.(1)The directors may pass by‐laws,

(a) for borrowing money on the credit of the company;

(b) for issuing, selling or pledging securities of the company; or

(c) for charging, mortgaging, hypothecating or pledging all or any of the property of the company,

including book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any

securities or any money borrowed, or other debt, or any other obligation or liability of the company.

Definition

(2)The expression “property of the company” in subsection (1) and in every predecessor thereof

includes and has included always both present and future property of the company.

Borrowing by‐laws to be confirmed



(3)No by‐law passed under subsection (1) is effective until it has been confirmed by at least two‐thirds of

the votes cast at a general meeting of shareholders duly called for considering it. R.S.O. 1990, c. C.38,

s. 59.

Irredeemable securities

60.A condition contained in a security or in a deed for securing a security is not invalid by reason only

that the security is thereby made irredeemable or redeemable only on the happening of a contingency,

however remote, or on the expiration of a period, however long. R.S.O. 1990, c. C.38, s. 60.

Duplicate to be filed

61.(1)A duplicate original, or a copy certified under the seal of the company, of any charge, mortgage or

other instrument of hypothecation or pledge made by the company to secure its securities shall be filed

forthwith in the office of the Minister.

Exception

(2)Subsection (1) does not apply to a charge or mortgage filed with the Minister under any other Act.

R.S.O. 1990, c. C.38, s. 61.

Removal of Directors

67.(1)Where the letters patent, supplementary letters patent or by‐laws of a company do not provide

for cumulative voting under section 65, the letters patent, supplementary letters patent or by‐laws may

provide that the shareholders may, by a resolution passed by at least two‐thirds of the votes cast at a

general meeting of which notice specifying the intention to pass such resolution has been given, remove

any director before the expiration of his or her term of office, and may, by a majority of the votes cast at

that meeting, elect any person in his or her stead for the remainder of the term.

Exception

(2)Subsection (1) does not affect the operation of any provision respecting the removal of directors in

the letters patent or supplementary letters patent of a company issued before the 30th day of April,

1954. R.S.O. 1990, c. C.38, s. 67.

Payment of president and directors

69.No by‐law for the payment of the president as president or of any director as a director is effective

until it has been confirmed at a general meeting of the shareholders duly called for that purpose. R.S.O.

1990, c. C.38, s. 69.

Executive committee

70.(1)Where the number of directors on the board of directors of a company is more than six, the

directors may pass a by‐law authorizing them to elect from among their number an executive



committee consisting of not fewer than three and to delegate to the executive committee any powers of

the board, subject to the restrictions, if any, contained in the by‐law or imposed from time to time by

the directors.

Confirmation

(2)The by‐law is not effective until it has been confirmed by at least two‐thirds of the votes cast at a

general meeting of the shareholders duly called for that purpose.

Quorum

(3)An executive committee may fix its quorum at not less than a majority of its members. R.S.O. 1990,

c. C.38, s. 70.

Disclosure by directors of interests in contracts

71.(1)Every director of a company who is in any way directly or indirectly interested in a proposed

contract or a contract with the company shall declare his or her interest at a meeting of the directors of

the company.

Time of declaration

(2)In the case of a proposed contract, the declaration required by this section shall be made at the

meeting of the directors at which the question of entering into the contract is first taken into

consideration or, if the director is not at the date of that meeting interested in the proposed contract, at

the next meeting of the directors held after he or she becomes so interested, and, in a case where the

director becomes interested in a contract after it is made, the declaration shall be made at the first

meeting of the directors held after he or she becomes so interested.

General notice

(3)For the purposes of this section, a general notice given to the directors of a company by a director to

the effect that he or she is a shareholder of or otherwise interested in any other company, or is a

member of a specified firm and is to be regarded as interested in any contract made with such other

company or firm, shall be deemed to be a sufficient declaration of interest in relation to a contract so

made, but no such notice is effective unless it is given at a meeting of the directors or the director takes

reasonable steps to ensure that it is brought up and read at the next meeting of the directors after it is

given.

Effect of declaration

(4)If a director has made a declaration of his or her interest in a proposed contract or contract in

compliance with this section and has not voted in respect of the contract, the director is not accountable

to the company or to any of its shareholders or creditors for any profit realized from the contract, and



the contract is not voidable by reason only of the director holding that office or of the fiduciary

relationship established thereby.

Confirmation by shareholders

(5)Despite anything in this section, a director is not accountable to the company or to any of its

shareholders or creditors for any profit realized from such contract and the contract is not by reason

only of the director’s interest therein voidable if it is confirmed by a majority of the votes cast at a

general meeting of the shareholders duly called for that purpose and if the director’s interest in the

contract is declared in the notice calling the meeting.

Offence

(6)If a director is liable in respect of profit realized from any such contract and the contract is by reason

only of his or her interest therein voidable, the director is guilty of an offence and on conviction is liable

to a fine of not more than $200. R.S.O. 1990, c. C.38, s. 71.

Director indemnified in suits respecting execution of office

80.Every director and officer of a company, and his or her heirs, executors and administrators, and

estate and effects, respectively, may, with the consent of the company, given at any meeting of the

shareholders, from time to time and at all times, be indemnified and saved harmless out of the funds of

the company, from and against,

(a) all costs, charges and expenses whatsoever that he, she or it sustains or incurs in or about any action,

suit or proceeding that is brought, commenced or prosecuted against him, her or it, for or in respect of

any act, deed, matter or thing whatsoever, made, done or permitted by him, her or it, in or about the

execution of the duties of his, her or its office; and

(b) all other costs, charges and expenses that he, she or it sustains or incurs in or about or in relation to

the affairs thereof, except such costs, charges or expenses as are occasioned by his, her or its own wilful

neglect or default. R.S.O. 1990, c. C.38, s. 80; 1998, c. 18, Sched. E, s. 62.

Liability of directors for wages

81.(1)The directors of a company are jointly and severally liable to the employees, apprentices and

other wage earners thereof for all debts due while they are directors for services performed for the

company, not exceeding six months wages, and for the vacation pay accrued for not more than twelve

months under the Employment Standards Act or any predecessor thereof and the regulations

thereunder or under any collective agreement made by the company. R.S.O. 1990, c. C.38, s. 81 (1).

Limitation of liability

(2) A director is liable under subsection (1) only if,



(a) the corporation is sued in the action against the director and execution against the corporation is

returned unsatisfied in whole or in part; or

(b) before or after the action is commenced, the corporation goes into liquidation, is ordered to be

wound up or makes an authorized assignment under the Bankruptcy and Insolvency Act (Canada), or a

receiving order under that Act is made against it, and, in any such case, the claim for the debt has been

proved. 2002, c. 24, Sched. B, s. 31 (1).

Idem

(3)After execution has been so returned against the company, the amount recoverable against the

director is the amount remaining unsatisfied on the execution. R.S.O. 1990, c. C.38, s. 81 (3).

Rights of director who pays the debt

(4)If the claim for the debt has been proved in liquidation or winding‐up proceedings or under the

Bankruptcy Act (Canada), a director who pays the debt is entitled to any preference that the creditor

paid would have been entitled to or, if a judgment has been recovered for the debt, the director is

entitled to an assignment of the judgment. R.S.O. 1990, c. C.38, s. 81 (4).

Director holding shares in fiduciary capacity

(5)No director holding shares as executor, administrator, guardian or trustee who is registered on the

books of the company as a shareholder and therein described as representing in any such capacity a

named estate, person or trust is personally liable under this section, but the estate, person or trust is

subject to all the liabilities imposed by this section. R.S.O. 1990, c. C.38, s. 81 (5); 1992, c. 32, s. 6 (6).

Place of meetings

82.(1)Subject to subsections (2) and (3), the meetings of the shareholders, the board of directors and

the executive committee shall be held at the place where the head office of the company is situate.

Exception

(2)Where the by‐laws of the company so provide, the meetings of the board of directors and of the

executive committee may be held at any place in or outside Ontario and the meetings of the

shareholders may be held at any place in Ontario.

Exception

(3)Where the letters patent or supplementary letters patent of the company so provide, the meetings of

the shareholders may be held at one or more places outside Ontario designated therein.

Where section not to apply



(4)This section does not affect the operation of any provision in the letters patent or supplementary

letters patent of a company issued before the 30th day of April, 1954, respecting the holding of the

meetings of the shareholders at any place outside Ontario. R.S.O. 1990, c. C.38, s. 82.

Definitions re ss. 83 to 90 83.In this section and in sections 84 to 90,

“form of proxy” means a written or printed form that, upon completion and execution by or on behalf of a shareholder, becomes a proxy; (“formule de procuration”)

“information circular” means the circular referred to in subsection 86 (1); (“circulaired’information”)

“proxy” means a completed and executed form of proxy by means of which a shareholder has appointed a person as the shareholder’s nominee to attend and act for the shareholder and on the shareholder’s behalf at a meeting of shareholders; (“procuration”)

“solicit” and “solicitation” include,

(a) any request for a proxy whether or not accompanied by or included in a form of proxy,

(b) any request to execute or not to execute a form of proxy or to revoke a proxy,

(c) the sending or delivery of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

(d) the sending or delivery of a form of proxy to a shareholder pursuant to section 85,

but do not include,

(e) the sending or delivery of a form of proxy to a shareholder in response to an unsolicited request made by the shareholder or on the shareholder’s behalf, or

(f) the performance by any person of ministerial acts or professional services on behalf of a person soliciting a proxy. (“sollicitation”, “solliciter”) R.S.O. 1990, c. C.38, s. 83.

Proxies

84.(1)Every shareholder, including a shareholder that is a corporation, entitled to vote at a meeting of

shareholders may by means of a proxy appoint a person, who need not be a shareholder, as the

shareholder’s nominee to attend and act at the meeting in the manner, to the extent and with the

power conferred by the proxy.

Execution and termination

(2)A proxy shall be executed by the shareholder or the shareholder’s attorney authorized in writing or, if

the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly

authorized, and ceases to be valid one year from its date.

Contents

(3)In addition to the requirements, where applicable, of section 88, a proxy shall contain the date

thereof and the appointment and name of the nominee and may contain a revocation of a former proxy



and restrictions, limitations or instructions as to the manner in which the shares in respect of which the

proxy is given are to be voted or that may be necessary to comply with the laws of any jurisdiction in

which the shares of the company are listed on a stock exchange or a restriction or limitation as to the

number of shares in respect of which the proxy is given.

Revocation

(4)In addition to revocation in any other manner permitted by law, a proxy may be revoked by

instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing

or, if the shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly

authorized, and deposited either at the head office of the company at any time up to and including the

last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to

be used or with the chair of such meeting on the day of the meeting, or adjournment thereof, and upon

either of such deposits the proxy is revoked.

Time limit for deposit

(5)The directors may by resolution fix a time not exceeding forty‐eight hours, excluding Saturdays and

holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be

used at that meeting must be deposited with the company or an agent thereof, and any period of time

so fixed shall be specified in the notice calling the meeting or in the information circular relating thereto.

R.S.O. 1990, c. C.38, s. 84.

Shareholders’ meetings

93.(1)Subject to subsection (2) and in the absence of other provisions in that behalf in the by‐laws of the

company,

(a) notice of the time and place for holding a meeting of the shareholders shall, unless all the

shareholders entitled to notice of the meeting have waived in writing the notice, be given by sending it

to each shareholder entitled to notice of the meeting by prepaid mail ten days or more before the date

of the meeting to the shareholder’s last address as shown on the books of the company;

(b) no shareholder in arrear in respect of any call is entitled to vote at a meeting;

(c) all questions proposed for the consideration of the shareholders at a meeting of shareholders shall

be determined by the majority of the votes cast and the chair presiding at the meeting has a second or

casting vote in case of an equality of votes;

(d) the chair presiding at a meeting of shareholders may, with the consent of the meeting and subject to

such conditions as the meeting decides, adjourn the meeting from time to time and from place to place;

(e) the president or, in his or her absence, a vice‐president who is a director shall preside as chair at a

meeting of shareholders, but, if there is no president or such a vice‐president or if at a meeting neither



of them is present within fifteen minutes after the time appointed for the holding of the meeting, the

shareholders present shall choose a person from their number to be the chair;

(f) unless a poll is demanded, an entry in the minutes of a meeting of shareholders to the effect that the

chair declared a motion to be carried is admissible in evidence as proof of the fact, in the absence of

evidence to the contrary, without proof of the number or proportion of votes recorded in favour of or

against the motion.

Notice

(2)The by‐laws of the company shall not provide for fewer than ten days notice of meetings of

shareholders and shall not provide that notice may be given otherwise than individually.

Poll

(3)If a poll is demanded, it shall be taken in such manner as the by‐laws prescribe, and, if the by‐laws

make no provision therefor, then as the chair directs. R.S.O. 1990, c. C.38, s. 93.

Auditors

94.(1)The shareholders of a company at their first general meeting shall appoint one or more auditors to

hold office until the first annual meeting and, if the shareholders fail to do so, the directors shall

forthwith make such appointment or appointments.

Idem

(2)The shareholders shall at each annual meeting appoint one or more auditors to hold office until the

next annual meeting and, if an appointment is not so made, the auditor in office shall continue in office

until a successor is appointed.

Casual vacancy

(3)The directors may fill any casual vacancy in the office of auditor, but, while such vacancy continues,

the surviving or continuing auditor, if any, may act.

Removal

(4)The shareholders may, by resolution passed by at least two‐thirds of the votes cast at a general

meeting of which notice of intention to pass the resolution has been given, remove any auditor before

the expiration of the auditor’s term of office, and shall by a majority of the votes cast at that meeting

appoint another auditor in the auditor’s stead for the remainder of the term.



Remuneration

(5)The remuneration of an auditor appointed by the shareholders shall be fixed by the shareholders, or

by the directors if they are authorized so to do by the shareholders, and the remuneration of an auditor

appointed by the directors shall be fixed by the directors.

Appointment by Minister

(6)If for any reason no auditor is appointed, the Minister may, on the application of a shareholder,

appoint one or more auditors for that year and fix the remuneration to be paid by the company for the

services of the auditor or auditors.

Notice

(7)Notice of the appointment of an auditor shall be given in writing to the auditor forthwith after the

appointment is made. R.S.O. 1990, c. C.38, s. 94.

Qualification of auditor

95.(1)Except as provided in subsection (2), no person shall be appointed as auditor of a company who is

a director, officer or employee of that company or an affiliated company or who is a partner, employer

or employee of any such director, officer or employee.

Annual audit

96.(1)The auditor shall make such examination as will enable the auditor to report to the shareholders

as required under subsection (2).

Auditor’s report

(2)The auditor shall make a report to the shareholders on the financial statement, other than the part

thereof that relates to the period referred to in subclause 97 (1) (b) (ii), to be laid before the company at

any annual meeting during the auditor’s term of office and shall state in the report whether in the

auditor’s opinion the financial statement referred to therein presents fairly the financial position of the

company and the results of its operations for the period under review in accordance with generally

accepted accounting principles applied on a basis consistent with that of the preceding period.

Idem

(3)If the financial statement contains a statement of source and application of funds or a statement of

changes in net assets, the auditor shall include in the auditor’s report a statement whether in the

auditor’s opinion, in effect, the statement of source and application of funds or the statement of

changes in net assets presents fairly the information shown therein.

Idem



(4)The auditor in the auditor’s report shall make such statements as the auditor considers necessary,

(a) if the company’s financial statement is not in agreement with its accounting records;

(b) if the company’s financial statement is not in accordance with the requirements of this Act;

(c) if the auditor has not received all the information and explanations that the auditor has required; or

(d) if proper accounting records have not been kept, so far as appears from the auditor’s examination.

Right of access, etc.

(5)The auditor of a company has right of access at all times to all records, documents, books, accounts

and vouchers of the company and is entitled to require from the directors and officers of the company

such information and explanation as in the auditor’s opinion are necessary to enable the auditor to

report as required by subsection (2).

Auditor may attend shareholders’ meetings

(6)The auditor of a company is entitled to attend any meeting of shareholders of the company and to

receive all notices and other communications relating to any such meeting that a shareholder is entitled

to receive and to be heard at any such meeting that the auditor attends on any part of the business of

the meeting that concerns the auditor as auditor. R.S.O. 1990, c. C.38, s. 96.

Exemption from annual audit

96.1 In respect of a financial year of a company, the company is exempt from the requirements of this

Part regarding the appointment and duties of an auditor if,

(a) the company is not a public company;

(b) the annual income of the company is less than $100,000; and

(c) all of the shareholders consent, in writing, to the exemption in respect of the year. 1998, c. 18,

Sched. E, s. 63; 2006, c. 34, s. 10 (1).

Information to be laid before annual meeting

97.(1)The directors shall lay before each annual meeting of shareholders,

(a) in the case of a private company, a financial statement for the period that commenced on the date of

incorporation and ended not more than six months before such annual meeting or, if the company has

completed a financial year, that commenced immediately after the end of the last completed financial

year and ended not more than six months before such annual meeting, as the case may be, made up of,

(i) a statement of profit and loss for such period,



(ii) a statement of surplus for such period, and

(iii) a balance sheet as at the end of such period;

(c) the report of the auditor to the shareholders;

(d) such further information respecting the financial position of the company as the letters patent,

supplementary letters patent or by‐laws of the company require.

Designation of statements

(2)It is not necessary to designate the statements referred to in subsection (1) as the statement of profit

and loss, statement of surplus, statement of source and application of funds and balance sheet.

Auditor’s report to be read

(3)The report of the auditor to the shareholders shall be read at the annual meeting and shall be open to

inspection by any shareholder.

Amalgamation

113. (1) Any two or more companies, including a holding and subsidiary company, having the same or

similar objects may amalgamate and continue as one company. R.S.O. 1990, c. C.38, s. 113 (1).

Agreement

(2) The companies proposing to amalgamate may enter into an agreement for the amalgamation

prescribing the terms and conditions of the amalgamation, the mode of carrying the amalgamation into

effect and stating the name of the amalgamated company, the names and address for service of each of

the first directors of the company and how and when the subsequent directors are to be elected with

such other details as may be necessary to perfect the amalgamation and to provide for the subsequent

management and working of the amalgamated company, the authorized capital of the amalgamated

company and the manner of converting the authorized capital of each of the companies into that of the

amalgamated company. R.S.O. 1990, c. C.38, s. 113 (2); 2001, c. 9, Sched. D, s. 5 (4).

Adoption by shareholders

(3) The agreement shall be submitted to the shareholders of each of the amalgamating companies at

general meetings thereof called for the purpose of considering the agreement, and, if two‐thirds of the

votes cast at each such meeting are in favour of the adoption of the agreement, that fact shall be

certified upon the agreement by the secretary of each of the amalgamating companies. R.S.O. 1990,

c. C.38, s. 113 (3); 1998, c. 18, Sched. E, s. 64.



Joint application for letters patent

(4) If the agreement is adopted in accordance with subsection (3), the amalgamating companies may

apply jointly to the Lieutenant Governor for letters patent confirming the agreement and amalgamating

the companies so applying, and on and from the date of the letters patent such companies are

amalgamated and are continued as one company by the name in the letters patent provided, and the

amalgamated company possesses all the property, rights, privileges and franchises and is subject to all

liabilities, contracts, disabilities and debts of each of the amalgamating companies. R.S.O. 1990, c. C.38,

s. 113 (4).



APPENDIX 2 – REGULATIONS I. ONTARIO REGULATION 34/03

II. ONTARIO REGULATION 301/10

III. ONTARIO REGULATION 169/10



I) ONTARIO REGULATION 34/03

made under the

ONTARIO COLLEGES OF APPLIED ARTS AND TECHNOLOGY ACT, 2002

(General)

Consolidation Period: From July 28, 2010 to August 30, 2010.

This is the most current consolidation of this law available on e‐Laws.

Notice of additional information:

On August 31, 2010, amendments made by O. Reg. 301/10 came into force. Grey shading and editorial notes will be removed in a subsequent consolidation to reflect this.

There may be more recent events that are not included in this notice. Last amendment: O. Reg. 301/10.

This is the English version of a bilingual regulation.

CONTENTS

INTERPRETATION

1. Definitions

COLLEGES OF APPLIED ARTS AND TECHNOLOGY

2. Colleges established

3. Grants to French language colleges

BOARDS OF GOVERNORS

4. Composition of boards of governors

5. Procedure for boards of governors

6. Removal of member

6. Removal of members

7. Vacancies

8. Strategic plan, business plan and annual report

9. Balanced budget

10. Allowances for board members

ADMISSIONS, DIPLOMAS, ETC.

11. Admissions

12. Categories of diplomas, etc.

COLLEGE APPOINTMENTS COUNCIL

13. College Appointments Council

INSURED BENEFITS AND COLLEGE PENSIONS

14. College of Applied Arts and Technology Pension Plan

MINISTER’S INTERVENTION

15. Minister’s intervention

16. Immunity from liability

TRANSITIONAL ISSUES RESULTING FROM THE DISSOLUTION OF THE COLLEGE KNOWN AS COLLÈGE D’ARTS APPLIQUÉS ET DE TECHNOLOGIE DES GRANDS LACS



17. Dissolution of college INTERPRETATION

Definitions 1. In this Regulation,

“academic staff member” means a person who is employed by the board of governors as a teacher, counsellor or librarian; (“membre du corps enseignant”)

“administrative staff member” means a person who is employed by the board of governors and who is not an academic staff member, a support staff member or a student; (“membre du personnel administratif”)

“Council” means the College Appointments Council continued under section 13; (“Conseil”)

Note: On October 1, 2010, the definition of “Council” is revoked. See: O. Reg. 169/10, ss. 1 (2), 7 (2).

“program of instruction” means a group of related courses leading to a diploma, certificate or other document awarded by the board of governors; (“programme d’enseignement”)

“student” means a person who is enrolled in a course or program of instruction in a college; (“étudiant”)

“support staff member” means a person who is employed by the board of governors as a member of the office, clerical, technical, health care, maintenance, building service, shipping, transportation, cafeteria or nursery staff. (“membre du personnel de soutien”). O. Reg. 34/03, s. 1; O. Reg. 169/10, s. 1 (1, 3).

COLLEGES OF APPLIED ARTS AND TECHNOLOGY

Colleges established 2. (1) The following colleges are established:

1. The Algonquin College of Applied Arts and Technology.

2. The Cambrian College of Applied Arts and Technology.

3. The Canadore College of Applied Arts and Technology.

4. The Centennial College of Applied Arts and Technology.

5. Collège Boréal d’arts appliqués et de technologie.

6. Collège d’arts appliqués et de technologie La Cité collégiale.

7. Collège d’arts appliqués et de technologie des Grands Lacs.

Note: On August 31, 2010, paragraph 7 is revoked. See: O. Reg. 301/10, ss. 1, 5 (1).

8. The Conestoga College Institute of Technology and Advanced Learning.

9. The Confederation College of Applied Arts and Technology.

10. The Durham College of Applied Arts and Technology.

11. The Fanshawe College of Applied Arts and Technology.

12. The George Brown College of Applied Arts and Technology.



13. The Georgian College of Applied Arts and Technology.

14. The Humber College Institute of Technology and Advanced Learning.

15. The Lambton College of Applied Arts and Technology.

16. The Loyalist College of Applied Arts and Technology.

17. The Mohawk College of Applied Arts and Technology.

18. The Niagara College of Applied Arts and Technology.

19. The Northern College of Applied Arts and Technology.

20. The St. Clair College of Applied Arts and Technology.

21. The St. Lawrence College of Applied Arts and Technology.

22. The Sault College of Applied Arts and Technology.

23. The Sheridan College Institute of Technology and Advanced Learning.

24. The Seneca College of Applied Arts and Technology.

25. The Sir Sandford Fleming College of Applied Arts and Technology. O. Reg. 34/03, s. 2 (1).

(2) The boards of governors of the colleges referred to in subsection (1) as they were constituted immediately before this Regulation comes into force shall be deemed to be established in accordance with this Regulation when this Regulation comes into force. O. Reg. 34/03, s. 2 (2).

Grants to French language colleges 3. (1) It is a condition of the payment of legislative grants to a French language college that,

except for instruction of English as a second language,

(a) all programs and services offered by the college that are funded in whole or in part through provincial government general purpose operating grants shall be offered only in French; and

(b) all programs and services delivered by the college on behalf of the provincial government shall be delivered only in French. O. Reg. 34/03, s. 3 (1).

(2) No English language college may provide French language programs and services, except for instruction of French as a second language, unless the college has entered into a joint agreement in writing with all of the French language colleges. O. Reg. 34/03, s. 3 (2).

(3) In this section,

“English language college” means any college named in this Regulation other than a French language college; (“collège de langue anglaise”)

“French language college” means the college known as Collège d’arts appliqués et de technologie La Cité collégiale, the college known as Collège d’arts appliqués et de technologie des Grands Lacs or the college known as Collège Boréal d’arts appliqués et de technologie. (“collège de langue française”) O. Reg. 34/03, s. 3 (3).

Note: On August 31, 2010, the definition of “French language college” is amended by striking out “the college known as Collège d’arts appliqués et de technologie La Cité collégiale, the college known as Collège d’arts appliqués et de technologie des Grands Lacs or” and substituting “the college known as Collège d’arts appliqués et de technologie La Cité collégiale or”. See: O. Reg. 301/10, ss. 2, 5 (1).



BOARDS OF GOVERNORS

Composition of boards of governors 4. (1) A board of governors of a college shall be composed of,

(a) an even number of members, as established by the by‐laws of the board of governors, but shall be composed of not less than 12 and not more than 20 members exclusive of the president and members elected under clause (c);

Note: On October 1, 2010, clause (a) is revoked and the following substituted:

(a) an even number of members, as established by the by‐laws of the board of governors, of not less than 12 and not more than 20 members to be appointed in accordance with subsection (2);

See: O. Reg. 169/10, ss. 2 (1), 7 (2).

(b) the president of the college, by virtue of office, as a voting member; and

(c) one student, one academic staff member, one administrative staff member and one support staff member, each of whom shall be elected by the students or by the relevant staff group. O. Reg. 34/03, s. 4 (1).

(2) The Council shall appoint the members of the board of governors of a college except the president, who is a member by virtue of office, and the members elected under clause (1) (c). O. Reg. 34/03, s. 4 (2).

Note: On October 1, 2010, subsection (2) is revoked and the following substituted:

(2) On and after October 1, 2010, the members of a board of governors appointed under clause (1) (a) shall be appointed as follows:

1. The following number of members shall be appointed by the Lieutenant Governor in Council:

i. If, under the board’s by‐laws, the total number of members to be appointed under clause (1) (a) is 12, four of the members shall be appointed by the Lieutenant Governor in Council.

ii. If, under the board’s by‐laws, the total number of members appointed under clause (1) (a) is established at 14 or 16, five of the members shall be appointed by the Lieutenant Governor in Council.

iii. If, under the board’s by‐laws, the total number of members appointed under clause (1) (a) is established at 18, six of the members shall be appointed by the Lieutenant Governor in Council.

iv. If, under the board’s by‐laws, the total number of members appointed under clause (1) (a) is established at 20, seven of the members shall be appointed by the Lieutenant Governor in Council.

2. The remaining members of the board to be appointed under clause (1) (a) shall be appointed by the members of the board holding office at the time of the appointment, subject to paragraph 3.



3. A member of the board appointed under paragraph 2 shall not participate in a vote of the board relating to a renewal or extension of his or her appointment. O. Reg. 169/10, s. 2 (2).

See: O. Reg. 169/10, ss. 2 (2), 7 (2).

(3) No member appointed under subsection (2) shall be an employee or a student of a college of applied arts and technology. O. Reg. 34/03, s. 4 (3); O. Reg. 354/05, s. 1 (1); O. Reg. 169/10, s. 2 (3).

(4) A college board of governors is not improperly constituted solely because the students or a staff group referenced in clause (1) (c) choose not to exercise the right to elect a member under clause (1) (c). O. Reg. 34/03, s. 4 (4).

(5) No person shall be a member of the college board of governors under clause (1) (c) unless the person is duly elected in accordance with procedures established by the board after consultation with the students and with the staff referenced in clause (1) (c) and set out in a by‐law of the board. O. Reg. 34/03, s. 4 (5).

(6) A member of a board of governors appointed under subsection (2) or elected under clause (1) (c), other than a member elected by the students, shall hold office for a term not to exceed three years and shall not serve for more than six years consecutively but is eligible for reappointment or re‐election, as the case may be, after two years absence from the board for successive terms not to exceed six years in total. O. Reg. 34/03, s. 4 (6).

(7) A member of the board of governors elected by the students under clause (1) (c) shall hold office for a term not to exceed two years and shall not serve for more than four years consecutively but is eligible for re‐election after two years absence from the board for successive terms not to exceed four years in total. O. Reg. 34/03, s. 4 (7).

(8) The members of a board of governors shall take office on the 1st day of September in the year of their appointment or election, as the case may be. O. Reg. 34/03, s. 4 (8).

(9) A member of a board of governors who was appointed to the board by the College Compensation and Appointments Council or the College Appointments Council before October 1, 2010 shall continue to hold office after that day until the expiry of the term of their appointment. O. Reg. 169/10, s. 2 (4).

(10) For the purposes of the first appointments to be made to a board of governors of a college on and after October 1, 2010 in accordance with subsection (2), the following rules apply until such time as all members of the board have been appointed in accordance with that subsection:

1. As the terms of appointment of members appointed before October 1, 2010 expire, the first appointment to replace a member shall be made by the Lieutenant Governor in Council under paragraph 1 of subsection (2) and the second appointment to replace a member shall be made by existing board members under paragraph 2 of subsection (2).

2. Successive appointments shall be made alternatively under paragraph 1 of subsection (2) and then under paragraph 2 of subsection (2) until the requisite number of members have been appointed by the Lieutenant Governor in Council under paragraph 1 of subsection (2).

3. The remaining appointments to replace members appointed before October1, 2010 shall be made by existing board members under paragraph 2 of subsection (2) until the requisite number of members have been appointed in accordance with that paragraph. O. Reg. 169/10, s. 2 (4).



Procedure for boards of governors 5. (1) A quorum for a board of governors meeting is not less than two‐thirds of the total board

membership. O. Reg. 34/03, s. 5 (1).


Procedure for boards of governors

(1) The quorum required for a meeting of a board of governors shall be equal to the majority of the number of board members that is required under section 4 and under the board’s by‐laws, plus one. O. Reg. 301/10, s. 3.

See: O. Reg. 301/10, ss. 3, 5 (2).

(2) The board of governors shall, in accordance with its by‐laws, annually or every two years elect a chair and vice‐chair from among its members appointed under subsection 4 (2) and the chair and vice‐chair are eligible for re‐election. O. Reg. 34/03, s. 5 (2).

(3) Each board of governors shall keep records and minutes of its proceedings that accurately reflect the proceedings of the board. O. Reg. 34/03, s. 5 (3).

(4) The by‐laws of a board of governors,

(a) shall be open to examination by the public during the normal office hours of the college; and

(b) wherever possible, shall be available to the public at no charge on a website on the Internet. O. Reg. 34/03, s. 5 (4).

(5) Subject to subsections (6) and (7), all meetings of a board of governors shall be open to the public and prior notice of the meeting shall be given to the members of the board of governors and to the public in such manner as the board of governors by by‐law shall determine, and no person shall be excluded from a meeting except for improper conduct as determined by the board of governors. O. Reg. 34/03, s. 5 (5).

(6) Where a matter determined by a board of governors to be confidential to the college in accordance with criteria established by by‐law is to be considered, the part of the meeting concerning such confidential matter may be closed to the public. O. Reg. 34/03, s. 5 (6).

(7) Where a matter of a personal nature concerning an individual may be considered at a meeting, the part of the meeting concerning such individual shall be closed to the public unless such individual requests and the board of governors agrees that that part of the meeting be open to the public. O. Reg. 34/03, s. 5 (7).

Removal of member 6. (1) Every board of governors shall establish a by‐law that sets out the reasons for removing a

member from the board and the procedure that is to be followed in removing such a member. O. Reg. 34/03, s. 6 (1).

(2) A by‐law made under subsection (1) does not apply to the president of the college who is a member of the board of governors by virtue of office. O. Reg. 34/03, s. 6 (2).

(3) The board of governors may remove a member from the board, other than the president, for a reason set out in the by‐law established under subsection (1) and in accordance with the procedure set out in the by‐law. O. Reg. 34/03, s. 6 (3).



(4) On application by the person, the Council may review a decision to remove the person from the board of governors. O. Reg. 34/03, s. 6 (4).

(5) The Council’s review under subsection (4) is limited to determining whether the removal was for a reason set out in the by‐law established under subsection (1) and in accordance with procedure established in the by‐law and does not include a review of whether the board of governors was correct in removing the member. O. Reg. 34/03, s. 6 (5).

(6) The decision of the Council under subsection (4) on whether the decision of the board was made for a reason set out in the by‐law established under subsection (1) and in accordance with the procedure established in the by‐law is final and binding. O. Reg. 34/03, s. 6 (6).

Note: On October 1, 2010, section 6 is revoked and the following substituted:

Removal of members

6. (1) Every board of governors shall establish a by‐law relating to the removal of members of the board of governors by the board. O. Reg. 169/10, s. 3.

(2) A by‐law made under subsection (1) shall provide for the removal of any member of the board of governors other than,

(a) the members of the board appointed by the Lieutenant Governor in Council under paragraph 1 of subsection 4 (2); and

(b) the president of the college who is a member of the board of governors by virtue of office. O. Reg. 169/10, s. 3.

(3) The by‐law shall set out,

(a) the reasons that may justify the removal of a member from the board of governors;

(b) the procedures to be followed in removing a member; and

(c) a review procedure for the review of the decision to remove a member from the board. O. Reg. 169/10, s. 3.

(4) The review procedure referred to in clause (3) (c) shall include,

(a) a requirement that the review,

(i) only relate to the issues of whether the reasons for the removal and the procedure followed in removing a member were in compliance with the by‐law made under clause (3) (a), and

(ii) not include a review of whether the decision of the board was correct; and

(b) a requirement that the chair of the board and the president of the college sign a written attestation that the removal process was carried out in accordance with the by‐law. O. Reg. 169/10, s. 3.

(5) The board of governors may remove a member of the board other than a member described in clause (2) (a) or (b) in accordance with the by‐law made under subsection (1). O. Reg. 169/10, s. 3.

(6) With respect to any member of the board appointed by the Lieutenant Governor in Council under paragraph 1 of subsection 4 (2), if the board of governors believes that there exist reasons justifying the



removal of the member from the board of governors, the board may set those reasons out in a report to the Minister for referral to the Lieutenant Governor in Council. O. Reg. 169/10, s. 3.

See: O. Reg. 169/10, ss. 3, 7 (2).

Vacancies 7. (1) Where a vacancy occurs among the members of a board of governors elected under clause

4 (1) (c), the students or the staff referenced in clause 4 (1) (c), as the case may be, shall in accordance with the by‐law established under subsection 4 (5) elect a new member. O. Reg. 34/03, s. 7 (1).

(2) Where a vacancy occurs among the members of a board of governors appointed under subsection 4 (2), the Council shall appoint a person to fill the vacancy. O. Reg. 34/03, s. 7 (2).


(2) If a vacancy occurs among the members of a board of governors appointed under paragraph 2 of subsection 4 (2), the board shall appoint a person to fill the vacancy. O. Reg. 169/10, s. 4.

See: O. Reg. 169/10, ss. 4, 7 (2).

(3) The term of a member elected under subsection (1) or appointed under subsection (2),

(a) commences on the date of the election or appointment, as the case may be;

(b) subject to clause (c), shall be of the same length as a member appointed under subsection 4 (2) or elected under clause 4 (1) (c); and

(c) shall terminate on August 31 of the year in which the term ends. O. Reg. 34/03, s. 7 (3).

(4) Where a person elected to the board under clause 4 (1) (c) ceases temporarily or permanently to be a student, academic staff member, administrative staff member or support staff member, as the case may be, the person ceases to be a member of the board. O. Reg. 34/03, s. 7 (4).

(5) Despite subsection (4), a student elected under clause 4 (1) (c) who graduates prior to the expiration of the student’s term may remain a member of the board until August 31 in the year of his or her graduation. O. Reg. 34/03, s. 7 (5).

Strategic plan, business plan and annual report 8. (1) The board of governors of each college shall submit a strategic plan, a business plan and an

annual report or any combination of them as the Minister directs to the Minister. O. Reg. 34/03, s. 8 (1).

(2) The board of governors of a college,

(a) shall compile key performance indicators as identified by the Minister and provide such indicators to the Minister or to another person as directed by the Minister; and

(b) shall publish such indicators as may be required by the Minister. O. Reg. 34/03, s. 8 (2).

(3) The board of governors of a college shall ensure that a plan or report submitted under subsection (1) is available to the public. O. Reg. 34/03, s. 8 (3).

(4) The Minister may require a college to enter into an accountability agreement relating to the strategic plan to address such aspects of college operations as may be identified by the Minister. O. Reg. 34/03, s. 8 (4).

(5) The accountability agreement may recognize differentiation in college mandates or roles. O. Reg. 34/03, s. 8 (5).



Balanced budget 9. (1) The board of governors of a college shall ensure that the college balances its budget every

year. O. Reg. 34/03, s. 9 (1).

(2) If it appears that a college will not balance its budget in a year and that an accumulated deficit will occur, the board of governors of the college shall seek the Minister’s approval in respect of the budget and shall provide the Minister with an appropriate recovery plan as directed by the Minister. O. Reg. 34/03, s. 9 (2).

Allowances for board members 10. (1) A board of governors may approve allowances for board members for travelling and living

expenses incurred by members while engaged in the business of the board, but members shall otherwise not be remunerated by the board for undertaking the responsibilities of a board member. O. Reg. 34/03, s. 10 (1).

(2) For the purposes of this section, a member of the board of governors of a college includes a member of a committee or sub‐committee of the board. O. Reg. 34/03, s. 10 (2).

ADMISSIONS, DIPLOMAS, ETC.

Admissions 11. (1) A person who applies for admission to a program of instruction shall be considered for

admission to an appropriate program of instruction if the person,

(a) is the holder of an Ontario Secondary School Diploma or its equivalent;

(b) is 19 years of age or older on or before the commencement of the program in which the student intends to enrol; or

(c) does not meet the criteria set out in clauses (a) and (b) but is the holder of an admission requirement established by the board of governors for a specific program of instruction. O. Reg. 34/03, s. 11 (1).

(2) The requirement set out in subsection (1) may be subject to the criteria set out in the college’s central admission publication with respect to a particular program of instruction. O. Reg. 34/03, s. 11 (2).

Categories of diplomas, etc. 12. The categories of diplomas, certificates or other documents awarded by a board of governors

attesting to the attendance or completion of a course or program of instruction are subject to the approval of the Minister. O. Reg. 34/03, s. 12.


College Appointments Council 13. (1) The College Compensation and Appointments Council is continued under the English

name College Appointments Council in English and the French name Conseil des nominations dans les collèges. O. Reg. 169/10, s. 5 (2).

(2) The Council shall,

(a) Revoked: O. Reg. 169/10, s. 5 (3).

(b) subject to subsection 6 (3) and clause 15 (1) (c), appoint members of college boards of governors pursuant to subsection 4 (2);



(c) consider applications for review under subsection 6 (4) from any person who is removed as a member from a college board of governors; and

(d) Revoked: O. Reg. 169/10, s. 5 (4).

(e) perform such other duties as may be assigned to it from time to time by the Minister. O. Reg. 34/03, s. 13 (2); O. Reg. 169/10, s. 5 (3, 4).

(3) The Council shall be composed of such members as may be appointed to it by the Lieutenant Governor in Council. O. Reg. 34/03, s. 13 (3).

(4)‐(7) Revoked: O. Reg. 169/10, s. 5 (5).

Note: On October 1, 2010, section 13 is revoked. See: O. Reg. 169/10, ss. 5 (6), 7 (2).

INSURED BENEFITS AND COLLEGE PENSIONS

College of Applied Arts and Technology Pension Plan 14. (1) All colleges shall participate in the College of Applied Arts and Technology Pension Plan

established pursuant to the Sponsorship and Trust Agreement signed between December 19, 1994 and January 3, 1995 between the colleges and the Ontario Public Service Employees Union. O. Reg. 34/03, s. 14 (1).

(2) All colleges shall participate in,

(a) an insured benefit plan for college staff members established by the College Employer Council under subsection 7.1 (2) of the Act; and

(b) the insured benefit plan for college staff members for which the College Employer Council is the deemed policy holder under subsection 7.1 (4) of the Act. O. Reg. 169/10, s. 6.

(3) Revoked: O. Reg. 169/10, s. 6.

MINISTER’S INTERVENTION

Minister’s intervention 15. (1) Where the Minister is of the opinion that an intervention into the affairs of a college

under section 5 of the Act is necessary, the Minister may,

(a) appoint a person to investigate the activities of the college and to advise the Minister whether, in his or her opinion, the appointment of an administrator is in the public interest and is needed to ensure that the college continues to provide service in accordance with applicable Acts and the regulations made under them and policy directives;

(b) issue such policy directives under section 4 of the Act as the Minister considers advisable and require the board of governors to comply with the directives within a specified period of time;

(c) remove some or all board members appointed under subsection 4 (2) temporarily or permanently; and

(d) appoint a person to temporarily administer the business and affairs of the college, subject to such conditions and restrictions as the Minister may impose upon the administrator. O. Reg. 34/03, s. 15 (1).



(2) If a college is subject to an investigation under clause (1) (a) or to administration under clause (1) (d), the investigator or administrator shall have access at all times to the records of the college including, but not limited to, the by‐laws, minute books, books of account, vouchers and other records relating to the college’s financial transactions. O. Reg. 34/03, s. 15 (2).

(3) An investigator appointed under clause (1) (a) or an administrator appointed under clause (1) (d) may inspect the records of the college and may copy the records. O. Reg. 34/03, s. 15 (3).

(4) Subject to any conditions or restrictions that the Minister may have imposed, the administrator has all of the powers of the board of governors of the college and may exercise them for the purpose of managing the business and affairs of the college, ensuring that the college carries out its objects and performing such other duties as may be specified by the Minister. O. Reg. 34/03, s. 15 (4).

(5) The board of governors of the college cannot exercise any of its powers, except powers that are explicitly reserved to it through conditions or restrictions imposed by the Minister on the administrator, while the administrator holds office. O. Reg. 34/03, s. 15 (5).

(6) If a college is subject to administration under clause (1) (d), the actions taken by the administrator to manage the business and affairs of the college shall be deemed to have been done by and for the college and in its name. O. Reg. 34/03, s. 15 (6).

(7) The Minister may terminate the administrator’s appointment when the Minister is satisfied that the appointment is no longer in the public interest or as the Minister otherwise considers appropriate. O. Reg. 34/03, s. 15 (7).

(8) The administrator shall report to the Minister as required by the Minister. O. Reg. 34/03, s. 15 (8).

(9) The Minister may issue directions to the administrator with regard to any matter within the jurisdiction of the administrator and the administrator shall carry out the directions. O. Reg. 34/03, s. 15 (9).

(10) The Minister has exclusive jurisdiction over all matters arising under this section or out of the exercise by any person of the powers conferred under this section and the Minister’s actions are determinative and are not subject to review by a court. O. Reg. 34/03, s. 15 (10).

(11) The Statutory Powers Procedure Act does not apply to anything done by the Minister or by an administrator under this section. O. Reg. 34/03, s. 15 (11).

(12) No proceeding shall be commenced against the Crown or the Minister with respect to the appointment of an administrator or investigator under this section. O. Reg. 34/03, s. 15 (12).

Immunity from liability 16. (1) No action or other proceeding for damages or otherwise shall be instituted against an

administrator or investigator appointed under section 15 for any act done in good faith in the execution or intended execution of any duty or authority under this Regulation or for any alleged neglect or default in execution in good faith of any such duty or authority. O. Reg. 34/03, s. 16 (1).

(2) Subsection (1) does not, by reason of subsections 5 (2) and (4) of the Proceedings Against the Crown Act, relieve the Crown of liability in respect of a tort committed by an administrator or investigator to which the Crown would otherwise be subject and the Crown is liable under that Act for any such tort in the same manner as if subsection (1) had not been enacted. O. Reg. 34/03, s. 16 (2).

17. Omitted (provides for coming into force of provisions of this Regulation). O. Reg. 34/03, s. 17.



Note: On August 31, 2010, section 17 is revoked and the following substituted:


Dissolution of college

17. (1) The college known as Collège d’arts appliqués et de technologie des Grands Lacs is dissolved on August 31, 2010. O. Reg. 301/10, s. 4.


“former college” means the college known as Collège d’arts appliqués et de technologie des Grands Lacs dissolved under subsection (1). O. Reg. 301/10, s. 4.

(3) In any action or other proceeding against the former college, its board of governors, an individual member of the board, including the president, or a former employee of the board, whether commenced before the dissolution of the former college or afterwards, the Crown may, after the dissolution of the former college,

(a) represent the former college, its board of governors or individual named in the action or proceeding; and

(b) assert any right or defence and submit any evidence that the former college, board of governors or individual named in the action or proceeding could have asserted or submitted as defendant in the action, whether before the dissolution of the former college or afterwards. O. Reg. 301/10, s. 4.

(4) No action or other proceeding for damages or otherwise shall be instituted against an individual member of the board of governors of the former college for any act done in good faith in the execution or intended execution of any duty or authority under Ontario Regulation 117/03 (Winding‐up of the Collège d’arts appliqués et de technologie des Grands Lacs) made under the Act, as that regulation read immediately before its revocation on July 28, 2010, or for any alleged neglect or default in execution in good faith of any such duty or authority. O. Reg. 301/10, s. 4.

See: O. Reg. 301/10, ss. 4, 5 (1).



II) ONTARIO REGULATION 301/10

made under the


Made: July 13, 2010 Filed: July 28, 2010

Published on e‐Laws: July 29, 2010 Printed in The Ontario Gazette: August 14, 2010

Amending O. Reg. 34/03

(General)

Note: Ontario Regulation 34/03 has previously been amended. For the legislative history of the Regulation, see the Table of Consolidated Regulations – Detailed Legislative History at www.e‐Laws.gov.on.ca.

1. Paragraph 7 of subsection 2 (1) of Ontario Regulation 34/03 is revoked.

2. The definition of “French language college” in subsection 3 (3) of the Regulation is amended by striking out “the college known as Collège d’arts appliqués et de technologie La Cité collégiale, the college known as Collège d’arts appliqués et de technologie des Grands Lacs or” and substituting “the college known as Collège d’arts appliqués et de technologie La Cité collégiale or”.

3. Subsection 5 (1) of the Regulation is revoked and the following substituted:

Procedure for boards of governors (1) The quorum required for a meeting of a board of governors shall be equal to the majority of

the number of board members that is required under section 4 and under the board’s by‐laws, plus one.

4. Section 17 of the Regulation is revoked and the following substituted:


Dissolution of college 17. (1) The college known as Collège d’arts appliqués et de technologie des Grands Lacs is

dissolved on August 31, 2010.


“former college” means the college known as Collège d’arts appliqués et de technologie des Grands Lacs dissolved under subsection (1).

(3) In any action or other proceeding against the former college, its board of governors, an individual member of the board, including the president, or a former employee of the board, whether commenced before the dissolution of the former college or afterwards, the Crown may, after the dissolution of the former college,

(a) represent the former college, its board of governors or individual named in the action or proceeding; and



(b) assert any right or defence and submit any evidence that the former college, board of governors or individual named in the action or proceeding could have asserted or submitted as defendant in the action, whether before the dissolution of the former college or afterwards.

(4) No action or other proceeding for damages or otherwise shall be instituted against an individual member of the board of governors of the former college for any act done in good faith in the execution or intended execution of any duty or authority under Ontario Regulation 117/03 (Winding‐up of the Collège d’arts appliqués et de technologie des Grands Lacs) made under the Act, as that regulation read immediately before its revocation on July 28, 2010, or for any alleged neglect or default in execution in good faith of any such duty or authority.

5. (1) Subject to subsection (2), this Regulation comes into force on the later of August 31, 2010 and the day it is filed.

(2) Section 3 comes into force on October 1, 2010.



III) ONTARIO REGULATION 169/10

made under the


Made: May 12, 2010 Filed: May 14, 2010

Published on e‐Laws: May 17, 2010 Printed in The Ontario Gazette: May 29, 2010

Amending O. Reg. 34/03

(General)

Note: Ontario Regulation 34/03 has previously been amended. For the legislative history of the Regulation, see the Table of Consolidated Regulations – Detailed Legislative History at www.e‐Laws.gov.on.ca.

1. (1) The definition of “Council” in section 1 of Ontario Regulation 34/03 is revoked and the following substituted:

“Council” means the College Appointments Council continued under section 13; (“Conseil”)

(2) The definition of “Council” in section 1 of the Regulation is revoked.

(3) The definition of “Council of Regents” in section 1 of the Regulation is revoked.

2. (1) Clause 4 (1) (a) of the Regulation is revoked and the following substituted:

(a) an even number of members, as established by the by‐laws of the board of governors, of not less than 12 and not more than 20 members to be appointed in accordance with subsection (2);

(2) Subsection 4 (2) of the Regulation is revoked and the following substituted:

(2) On and after October 1, 2010, the members of a board of governors appointed under clause (1) (a) shall be appointed as follows:

1. The following number of members shall be appointed by the Lieutenant Governor in Council:

i. If, under the board’s by‐laws, the total number of members to be appointed under clause (1) (a) is 12, four of the members shall be appointed by the Lieutenant Governor in Council.

ii. If, under the board’s by‐laws, the total number of members appointed under clause (1) (a) is established at 14 or 16, five of the members shall be appointed by the Lieutenant Governor in Council.

iii. If, under the board’s by‐laws, the total number of members appointed under clause (1) (a) is established at 18, six of the members shall be appointed by the Lieutenant Governor in Council.

iv. If, under the board’s by‐laws, the total number of members appointed under clause (1) (a) is established at 20, seven of the members shall be appointed by the Lieutenant Governor in Council.



2. The remaining members of the board to be appointed under clause (1) (a) shall be appointed by the members of the board holding office at the time of the appointment, subject to paragraph 3.

3. A member of the board appointed under paragraph 2 shall not participate in a vote of the board relating to a renewal or extension of his or her appointment.

(3) Subsection 4 (3) of the Regulation is amended by striking out “or a spouse of an employee or student”.

(4) Subsection 4 (9) of the Regulation is revoked and the following substitute:

(9) A member of a board of governors who was appointed to the board by the College Compensation and Appointments Council or the College Appointments Council before October 1, 2010 shall continue to hold office after that day until the expiry of the term of their appointment.

(10) For the purposes of the first appointments to be made to a board of governors of a college on and after October 1, 2010 in accordance with subsection (2), the following rules apply until such time as all members of the board have been appointed in accordance with that subsection:

1. As the terms of appointment of members appointed before October 1, 2010 expire, the first appointment to replace a member shall be made by the Lieutenant Governor in Council under paragraph 1 of subsection (2) and the second appointment to replace a member shall be made by existing board members under paragraph 2 of subsection (2).

2. Successive appointments shall be made alternatively under paragraph 1 of subsection (2) and then under paragraph 2 of subsection (2) until the requisite number of members have been appointed by the Lieutenant Governor in Council under paragraph 1 of subsection (2).

3. The remaining appointments to replace members appointed before October1, 2010 shall be made by existing board members under paragraph 2 of subsection (2) until the requisite number of members have been appointed in accordance with that paragraph.

3. Section 6 of the Regulation is revoked and the following substituted:

Removal of members 6. (1) Every board of governors shall establish a by‐law relating to the removal of members of

the board of governors by the board.

(2) A by‐law made under subsection (1) shall provide for the removal of any member of the board of governors other than,

(a) the members of the board appointed by the Lieutenant Governor in Council under paragraph 1 of subsection 4 (2); and

(b) the president of the college who is a member of the board of governors by virtue of office.

(3) The by‐law shall set out,

(a) the reasons that may justify the removal of a member from the board of governors;

(b) the procedures to be followed in removing a member; and

(c) a review procedure for the review of the decision to remove a member from the board.

(4) The review procedure referred to in clause (3) (c) shall include,

(a) a requirement that the review,



(i) only relate to the issues of whether the reasons for the removal and the procedure followed in removing a member were in compliance with the by‐law made under clause (3) (a), and

(ii) not include a review of whether the decision of the board was correct; and

(b) a requirement that the chair of the board and the president of the college sign a written attestation that the removal process was carried out in accordance with the by‐law.

(5) The board of governors may remove a member of the board other than a member described in clause (2) (a) or (b) in accordance with the by‐law made under subsection (1).

(6) With respect to any member of the board appointed by the Lieutenant Governor in Council under paragraph 1 of subsection 4 (2), if the board of governors believes that there exist reasons justifying the removal of the member from the board of governors, the board may set those reasons out in a report to the Minister for referral to the Lieutenant Governor in Council.

4. Subsection 7 (2) of the Regulation is revoked and the following substituted:

(2) If a vacancy occurs among the members of a board of governors appointed under paragraph 2 of subsection 4 (2), the board shall appoint a person to fill the vacancy.

5. (1) The heading immediately preceding section 13 of the Regulation is revoked and the following substituted:


(2) Subsection 13 (1) of the Regulation is revoked and the following substituted:

College Appointments Council (1) The College Compensation and Appointments Council is continued under the English name

College Appointments Council in English and the French name Conseil des nominations dans les collèges.

(3) Clause 13 (2) (a) of the Regulation is revoked.

(4) Subsection 13 (2) of the Regulation is amended by adding “and” at the end of clause (c) and revoking clause (d).

(5) Subsections 13 (4), (5), (6) and (7) of the Regulation are revoked.

(6) Section 13 of the Regulation is revoked.

6. Subsections 14 (2) and (3) of the Regulation are revoked and the following substituted:

(2) All colleges shall participate in,

(a) an insured benefit plan for college staff members established by the College Employer Council under subsection 7.1 (2) of the Act; and

(b) the insured benefit plan for college staff members for which the College Employer Council is the deemed policy holder under subsection 7.1 (4) of the Act.

7. (1) Subject to subsection (2), this Regulation comes into force on the day it is filed.

(2) Subsections 1 (2), 2 (1) and (2), sections 3 and 4 and subsection 5 (6) of the Regulation come into force on October 1, 2010.



APPENDIX 3 – MINISTER’S BINDING POLICY DIRECTIVES

I. GOVERNANCE AND ACCOUNTABILITY II. CONFLICT OF INTEREST



I. Minister’s Binding Policy Directive on Governance and Accountability

Please note that red font indicates areas which MTCU has updated from the prior version.

Governance may be defined as the legislation, policies and procedures under which an organization is governed and the decision‐making structures it employs. The authority to establish colleges of applied arts and technology is set out in the Ontario Colleges of Applied Arts and Technology Act, 2002. The Act identifies each college as a corporation without share capital and consisting of the members of its board of governors. The board of governors governs each college on behalf of the public. The Corporations Act governs the operation of the college except where limited by the Ontario Colleges of Applied Arts and Technology Act, 2002, and its regulations.

Colleges are Crown agencies and, therefore, subject to provincial legislation such as, but not limited to, the Financial Administration Act, Ombudsman Act, and Freedom of Information and Protection of Privacy Act.

Colleges are also subject to other provincial and federal legislation that provide direction on how they conduct their business, that is, in the same manner as other organizations operating as a corporation within the province.

The objects of the colleges are set out in the subsections 2 (2) and (3) of the Act:

“To offer a comprehensive program of career‐oriented, postsecondary education and

training to assist individuals in finding and keeping employment, to meet the needs of

employers and the changing work environment and to support the economic and social

needs of their local and diverse communities.

In carrying out its objects a college may undertake a range of education‐ and training‐

related activities including, but not limited to,

a) entering into partnerships with business, industry and other educational institutions;

b) offering its courses in the French language where the college is authorized to do so by regulation;

c) adult vocational education and training; d) basic skills and literacy training; e) apprenticeship in‐school training; and f) applied research.”

Members of college governors are appointed in accordance with O. Reg. 34/03 (as amended) made

under the Ontario Colleges of Applied Arts and Technology Act, 2002. The board of governors of a

college is to govern effectively and is accountable to the citizens of Ontario for the successful

achievement of this mandate in view of the financial support provided by the province. Good

governance requires that policies, processes, and structures be put in place to promote effective

operation of the college and to allow it to fulfill its mandate and meet its objectives. Essential elements



include organizational integrity, financial management, communication with stakeholders and clients,

collecting and reporting of information, and good management practices.

Nomination procedures and appointments to college boards of governors are expected to follow the

Protocol for Board Nominations and Appointments developed by the Ministry and issued separately

from this binding policy directive.

Accountability, or the obligation to show that responsibilities have been carried out properly and that

the desired outcomes have been achieved, is the corollary of the governance authority provided.

Accountability is a key issue for governments. The policy framework for colleges of applied arts and

technology establishes, chiefly in the Minister’s Binding Policy Directives, the roles and responsibilities of

colleges in more detail than is possible in the Act and regulation. It also sets the government’s

expectations for the performance of colleges and outlines other aspects of the relationship between the

colleges and the government.

Purpose and Application

This binding policy directive applies to all colleges of applied arts and technology and defines minimum

expectations for governance and accountability of colleges. The critical elements of the role of a college

board of governors are identified along with a planning cycle and accountability framework. The two

latter items will allow the public and the government to know where colleges are going in relation to

public priorities and how well the colleges achieve their intended goals.

Section 8 of O. Reg. 34/03 under the Ontario Colleges of Applied Arts and Technology Act, 2002 sets out

the requirements for the accountability measures referenced in this directive.

Principles

Through the democratic process, governments are responsible for carrying out specific functions and are

accountable to the public for the way in which those functions are carried out and the outcomes for the

system as a whole.

Each board of governors of a college of applied arts and technology is responsible for the governance of

the college and, as such, is accountable to the students, employers, and communities the college serves

for ensuring that it is effectively and appropriately managed to achieve its established mandate and to

provide needed services.

Colleges, as agencies of the Crown and as recipients of transfer payments, are also accountable to the

broader public and the government for their actions, achievement of goals consistent with government

priorities, and prudent financial management.

The Minister of Training, Colleges and Universities is responsible for postsecondary education outcomes

related to colleges as a whole and the use of public funds provided to colleges towards the achievement

of government priorities.



Information provided by colleges for accountability purposes should focus as much as possible on the

achievement of expected outcomes and on the cost‐effective, credible reporting of results.

Binding Policy Directive

A. The responsibilities of a college board of governors are to include at a minimum:

I. Establishing governance structures to enable the achievement of expected institutional outcomes with clear lines of communication and internal accountability.

II. Setting the college vision, strategic directions, and overall goals and outcomes within the context of the appropriate laws, government policy, and local need.

III. Hiring the CEO (i.e., president), delegating to the CEO accountability for the operation of the college and evaluating the CEO’s performance.

IV. Approving the college’s annual business plan, budget, and annual report.

V. Assessing regularly the attainment by the CEO of corporate goals and outcomes, and the effectiveness of the board with respect to governance.

VI. Taking appropriate corrective action, as necessary, where expected outcomes or quality of performance are not achieved.

B. In order to assess that responsibilities have been carried out and that desired outcomes have been achieved, colleges are to provide to the public and government key pieces of information prepared in accordance with the corresponding operating procedure. These include:

I. Strategic plan – Each college is to have available to the public, at any given point in time, a plan with a minimum three‐year focus to provide a multi‐year strategic view of where the college is heading.

II. Business plan Each college is to have available to the public a plan for each fiscal year that sets out specific operational outcomes for the coming year within the context of the strategic plan and the resources allocated for the year.

III. Annual report – Each college is to have available to the public an annual report, including audited financial statements, at the end of each fiscal year to report on achievement of the operational outcomes established in the business plan. One or more persons licensed as auditors under the Public Accounting Act, 2004 must annually audit the college’s financial statements that are prepared in accordance with generally accepted accounting principles (GAAP).

IV. Performance measurement Each college is to participate in the collection and publication of specific college information in relation to key provincial objectives as detailed in the following operating procedures: Graduate and Employer KPI Surveys, Graduation Rate KPI Calculation and Reporting and Student Satisfaction KPI Surveys.



The collection and reporting of specific additional performance measures may be a condition of participation in a specific government program (e.g., Ontario Student Assistance Program, Job Connect).

C. The prudent management of resources means that colleges are to balance expenditures with revenue sources when preparing and implementing a budget. Where an accumulated deficit is unavoidable in the opinion of the board of governors, Section 9 (2) of O. Reg. 34/03 requires the college to obtain the approval of the Minister of Training, Colleges and Universities and provide a plan to eliminate the deficit. It is expected that the plan would normally eliminate the deficit within the subsequent two fiscal years.

D. Accountability for Procurement, Travel, Meal and Hospitality Expenses

A college board of governors shall, at a minimum, establish policies and procedures that adhere to, or exceed, the policies and procedures in the Management Board of Cabinet Directives regarding procurement, travel and hospitality expenses. Copies of these Management Board Directives are attached as Appendices to this binding policy directive.

E. Advisory College Council

The board of governors is to ensure that an advisory college council is established, the purpose of which is to provide a means for students and staff of the college to provide advice to the president on matters of importance to students and staff. The board of governors is to ensure that the structure, composition, terms of reference and procedures for the council are established in by‐law. A report from this advisory council shall be included in each college’s annual report.

Summary of Responsibilities

Colleges of Applied Arts and Technology

The board of governors is responsible for:

Establishing governance structures to enable the achievement of expected institutional outcomes with clear lines of communication and internal accountability.

Setting the college vision, strategic directions, and overall goals and outcomes within the context of the appropriate laws, government policy, and local need.

Hiring the CEO (i.e., president), delegating to the CEO accountability for the performance and operation of the college, and evaluating the CEO’s performance.

Approving the college’s annual business plan, budget, and annual report.

Assessing periodically the effectiveness of the board with respect to governance, accountability, and the attainment of corporate goals and outcomes.



Ensuring that appropriate corrective action is taken where expected outcomes or quality of performance is not being achieved.

Ministry of Training, Colleges and Universities

The Ministry is responsible for:

Communicating the statutory, regulatory, and policy framework within which the college system operates.

Communicating to colleges the government’s strategic priorities for the college system and administering provincial resource allocations.

Defining outcomes expected or levels of service to be provided for the use of public funds.

Maintaining a working relationship with postsecondary education stakeholders that promote the accomplishment of government directions for postsecondary education.

Monitoring the activities of colleges to confirm that collectively the mandate for the system is being fulfilled in compliance with legislation and government policies.

Performing analysis related to the effectiveness and efficiency of the college system and institutions’ financial capacity to fulfill their commitments.

Working with the college system or individual colleges to facilitate corrective action where provincial priorities or expected outcomes are not being achieved.

Notifying the system of best practices identified and encouraging their implementation across the system.

For further information regarding this binding policy directive, click on the Contact link to consult with

the appropriate ministry contact, listed in the Contacts section on the web site.

Management Board Directives regarding Procurement, Travel, Meal and Hospitality Expenses

Appendix 1: Procurement Directive:

Appendix 2: Travel, Meal and Hospitality Directive:

Management Board of Cabinet Procurement Directive

July 2009

PREAMBLE

This Directive replaces both the Management Board of Cabinet Procurement Directive 2007 and the Procurement Operating Policy November 2007.

1. PURPOSE



To ensure that goods and services, including construction, consulting services, and information technology are acquired through a process that is fair, open, transparent, geographically neutral and accessible to qualified vendors.

To specify the responsibilities of individuals and organizations throughout each stage of the procurement process.

To contribute to a reduction in purchasing costs.

To ensure consistency in the management of procurement related processes and

decisions.

2 DEFINITIONS

“Agreement” means the formal written document that will be entered into at the end of the procurement process.

“Agreement Ceiling Price” means the total cost for specified goods/services as established in a contractual relationship with a third party.

“Cluster” means I&IT clusters as defined by the Information and Information Technology Strategy 1998.

“Cluster CIO” means the Cluster Chief Information Officer.

“Consulting Service” means the provision of expertise or strategic advice that is presented for consideration and decision‐making

“Contract” means the aggregate of (a) the Form of Agreement including any schedules; (b) the procurement document, including any addenda; (c) the Proposal; and (d) any amendments executed in accordance with the terms of the Agreement.

“COTS product” means Commercial‐Off‐The‐Shelf software or pre‐packaged software.

“COTS product and related services” means Commercial‐Off‐The‐Shelf software or prepackaged software and related services including, but not limited to, maintenance, technical support services, installation, training, configuration and implementation services.

“Deputy Head” means the Deputy Minister of a ministry or Chief Executive Officer of an agency that must comply with this Directive in its entirety (see Section 3).

“Electronic Tendering System” means a computer‐based system that provides vendors with access to information related to open competitive procurements.

“Fairness Commissioner” means an independent and impartial third party who observes and monitors the procurement process.

“Information Technology” means the equipment, software, services and processes used to create, store, process, communicate and manage information.

“Information Technology Standards” means technical standards adopted by the Government of Ontario but developed by recognized standards development organizations (SDO’s), and widely used throughout industry and other government jurisdictions, to support seamless interoperability in the delivery of e‐government services.



“Invitational tenders” means a method of inviting at least three (3) vendors to respond to a request for supply of goods or services based on stated delivery requirements, performance specifications, terms, and conditions.

“Large Projects” means procurement(s) related to complex projects involving either Information Technology and/or significant transformation of ministry business processes and operations

“MBC” means Management Board of Cabinet.

“Ministries” means all ministries, clusters, advisory, adjudicative and regulatory agencies and any other agency that is required by a Memorandum of Understanding established prior to July 2009 to comply with the MBC Procurement Directive or its predecessors.

“OCCIO” means the Office of the Corporate Chief Information Officer.

“ODA” means the Ontarians with Disabilities Act, 2001.

“Other Included Entities” means all Crown Foundation, Trust, Operational Service and Operational Enterprise agencies, as classified under the Agency Establishment and Accountability Directive and all non classified entities where the Chair and/or Chief Executive Officer is directly or indirectly appointed by Ontario.

“Procurement Value” means all costs and conferred value associated with a contractual relationship with a third party.

“Procurement Value Increase” means that the costs and conferred value associated with a procurement initiative have increased subsequent to the procurement approval.

“Request for Information (RFI)” means a market research procurement document that is used to elicit industry information on particular products and/or services from the vendor community.

“Request for Proposal (RFP)” means a procurement document that requests vendors to supply solutions for the delivery of complex products or services or to provide alternative options or solutions. It is a process that uses predefined evaluation criteria in which price is not the only factor.

“Request for Qualifications (RFQ)” means a procurement document used to solicit financial stability, technical information, product or service suitability from potential vendors in order to pre‐qualify or short list vendors to bid on specific categories of work or provide specific types of goods or services, or to respond to a particular request for proposals or tenders.

“Request for Services (RFSe)” means the document used during the second stage selection process to request submissions from a vendor(s) listed on a services Vendor of Record arrangement.

“Request for Solution (RFSo)” means the document used during the second stage selection process to request submissions from a vendor(s) listed on a software or hardware Vendor of Record arrangement.

“Request for Tender (RFT)” means a procurement document that requests a vendor response to supply goods or services based on stated delivery requirements, performance specifications, terms, and conditions. A request for tender usually focuses the evaluation criteria predominantly on price and delivery requirements.

“SCLC” means the Supply Chain Leadership Council.

“Single Sourcing” means the use of a non‐competitive procurement process to acquire goods or services from a specific supplier even though there may be more than one supplier capable of delivering the same goods or services.



“Sole Sourcing” means the use of a non‐competitive procurement process to acquire goods or services where there is only one available supplier for the source of the goods or service.

“Supply Chain Management” means the Supply Chain Management Division of Ontario Shared Services, Ministry of Government Services.

“TB/MBC” means Treasury Board/Management Board of Cabinet.

“Temporary Help Services” means the transactional, task‐oriented work usually provided through private sector temporary help agencies or organizations by way of non‐OPS employees.

“Trade Agreements” means any applicable trade agreement to which Ontario is a signatory.

“Vendor of Record (VOR) Arrangement” means a procurement arrangement that authorizes one or more qualified vendors, for a defined time period on terms and conditions, including pricing, as set out in the particular VOR agreement. VOR Arrangements are categorized as enterprise‐wide, multi‐ministry, or ministry specific.

“VOR Ceiling Price” means the maximum value per assignment, or per multiple project related assignments, under which a ministry may use the VOR arrangement.

“Volume Licensing Agreement (VLA)” means a software licensing program that software publishers provide to large customers offering significant price discounts and common business and legal terms and conditions. VLAs are not VOR arrangements and have not been established competitively.

3. APPLICATION AND SCOPE

This Directive applies to the procurement of all goods and services including construction, consulting services, and information technology required to meet government needs except those related to advertising, public relations, media relations or creative services and retention of outside legal services. Ministries should consult with the Advertising Review Board, or its successor, and refer to the Procurement Directive on Advertising, Public and Media Relations and Creative Communications Services.

This Directive applies in its entirety to:

all ministries and clusters;

all advisory, adjudicative, regulatory agencies;

any other agency, as classified under the Agency Establishment and

Accountability Directive, that is required by a Memorandum of Understanding established prior to July 2009 to comply with the MBC Procurement Directive or its predecessors.

For the purposes of this Directive, this group will be known as Ministries. This Directive is mandatory for Ministries and the principles and requirements must be applied to all procurements including the acquisition of central common services and establishment of Vendor of Record (VOR) arrangements.

Ministries seeking any exemptions from the mandatory requirements of the Procurement Directive must receive prior MBC approval.

In applying this Directive, Ministries should refer to the Management Board of Cabinet Directives on Establishing a Central Common Service, Agency Establishment and Accountability, and Information &



Information Technology, as well as their Ministry’s Financial Delegations of Authority. Ministries should also refer to Regulation 381/07 COI

Rules for Public Servants and Former Public Servants.

This Directive also applies, in part, to all Crown Foundation, Trust, Operational Service and Operational Enterprise agencies, as classified under the Agency Establishment and Accountability Directive and all non classified entities where the Chair and/or Chief Executive Officer is directly or indirectly appointed by Ontario. For the purposes of this Directive, this group will be known as Other Included Entities. To be included as an

Other Included Entities, entities must not be required by a Memorandum of Understanding established prior to July 2009 to comply with the MBC Procurement Directive or its predecessors.

The following sections of this Directive are mandatory for Other Included Entities.

Section 1 Purpose

Section 2 Definitions

Section 3 Application and Scope

Section 4 Principles

Section 5.2 Procurement Planning – Other Included Entities

Section 5.3 Procurement Value

Section 5.6 Procurement Methods – Other Included Entities

Section 5.8 Procurement Approvals – Other Included Entities

Section 6.3 Procurement Documents – Other Included Entities

Section 6.4 Electronic Tendering

Section 6.5 Bid Response Time

Section 6.6 Additional Information

Section 6.7 Evaluation Process

Section 7.1 Ontario’s Trade Agreements

Other Included Entities must establish and follow their own procurement policy and related processes and procedures provided that they do not conflict with the above mandatory sections.

Other Included Entities seeking exemptions from the mandatory sections of this Directive that apply to them must receive prior MBC approval. Any such exemptions must then be reflected in their Memorandum of Understanding.

4 PRINCIPLES

The overall objective of this Directive is to ensure Ministries and Other Included Entities acquire the goods and services required to meet government needs in the most economical and efficient manner, through a procurement process that conforms to the following principles:

Vendor Access, Transparency, and Fairness



Access for qualified vendors to compete for government business must be open and the procurement process must be conducted in a fair and transparent manner, providing equal treatment to vendors.

Conflicts of interest, both real and perceived, must be avoided during the procurement process and the ensuing Contract; and relationships must not be created which result in continuous reliance on a particular vendor for a particular kind of work.

Value for Money

Goods and services must be procured only after consideration of ministry business requirements, alternatives, timing, supply strategy, and procurement method.

Responsible Management

The procurement of goods and services must be responsibly and effectively managed through appropriate organizational structures, systems, policies, processes, and procedures.

Geographic Neutrality and Reciprocal Non‐Discrimination

Ministries and Other Included Entities that are subject to Ontario’s Trade Agreements must also ensure that access for vendors to compete for government business is geographically neutral with respect to other jurisdictions that practice reciprocal nondiscrimination with Ontario.

5 MANDATORY REQUIREMENTS

5.1 Procurement Planning ‐ Ministries

Ministries must undertake procurement planning as an integral part of the procurement process to identify goods and services needed to meet business requirements and identify opportunities to aggregate spending on goods and services both within ministries and across government.

Ministries are required to undertake procurement planning both for their annual procurement requirements and individual procurement activities. Procurement planning also assists in identifying the potential supply source and procurement method as well as determining what and when approvals are needed to ensure sufficient time is allowed to complete the procurement process.

In doing so, Ministries must assess the following planning requirements:

early identification of needs;

clear definition of requirements;

justification for the acquisition;

compatibility of procurement needs with program policy, program, and/or legislative and regulatory requirements;

5.1.1 Annual Procurement Planning

Ministries must submit an annual procurement plan as part of the Results‐based Planning (RbP) process. Ministries are required to submit a list of all known procurements to be conducted in the upcoming fiscal year to support current, ongoing, and future business requirements.

An annual procurement plan must take into consideration:

i. current, ongoing and future business requirements including goods and services

being procured under existing Contracts;



ii. availability of necessary human, financial, technical and accommodation

resources to support the business requirements; and

iii. alternative options considered to satisfy the business requirements

iv. availability of necessary human, financial, technical and accommodation

resources;

v. consideration of alternative ways to satisfy the needs and selection of the most

appropriate option;

vi. an estimate undertaken of the Procurement Value; and

vii. necessary approval authorization to proceed.

Ministries are required to identify the value, supply source, procurement method, and necessary approvals for each procurement identified in the plan.

Ministries should refer to the annual RbP instructions for more details on the annual procurement plan. Ministries may amend their annual procurement plan to address inyear business requirements.

Ministries seeking procurement approvals as part of the RbP must submit a business case, for each procurement approval being sought, providing sufficient details on the procurement to support appropriate decision making. Details will include, but not be limited to, information on vendor community, procurement risks, and if appropriate rationale for any non‐competitive procurements. Ministries must refer to the annual RbP instructions to confirm actual requirements Ministries seeking in‐year procurement approval must review the Procurement Approval requirements Section 5.7.

5.1.2 Individual Procurement Planning

In addition to the planning requirements noted in Section 5.1, Ministries must also assess the following planning requirements for individual procurement activities as appropriate to that procurement:

i. procurement timetable including procurement authority approvals;

ii. vendor qualification and evaluation requirements;

iii. impact of vendor participation;

iv. the roles and responsibilities of the successful vendor(s) and any other public sector participants;

v. reporting relationships and accountability mechanisms that will apply to the successful vendor(s);

vi. privacy, security and confidentiality requirements;

vii. ownership of deliverables and intellectual property rights including the obligation to ensure that the Government does not inadvertently infringe on rights belonging to third‐parties;

viii. business continuity requirements;

ix. performance standards and service levels;

x. performance management including remedies for non‐performance;

xi. vendor compensation and payment;



xii. knowledge transfer and training;

xiii. risk allocation and liability;

xiv. dispute resolution;

xv. early termination provisions; and

xvi. other requirements deemed necessary

For IT procurements, Ministries must also consider, as appropriate, delivery, testing and acceptance requirements and any applicable technical architecture and design requirements, standards and interface requirements.

5.1.3 Large Projects

Ministries must consider the separation of procurement activities related to each project stage when undertaking procurement planning related to projects involving the significant transformation of ministry business processes and operations, For IT projects, Ministries should refer to the Operational Policy on the I&IT Project Gateway Process.

5.2 Procurement Planning – Other Included Entities

Other Included Entities must ensure that procurement planning is an integral part of their procurement policy as necessary to support their business requirements and ensuring sufficient time is allowed to complete the procurement process.

5.3 Procurement Value

Ministries and Other Included Entities must determine the value of a procurement in order to determine appropriate procurement approval authority and procurement method. To determine the value of a procurement, Ministries and Other Included Entities must consider all costs and benefits, associated with entering a contractual relationship with a third party.

Costs and benefits include but may not be limited to:

i. Price/cost of the goods and/or services;

ii. One‐time costs such as site preparation, delivery, installation and

documentation;

iii. Ongoing operating costs including training, accommodation, support and

maintenance;

iv. Taxes and duties;

v. Disposition costs; and

vi. Benefits such as direct payments by the Crown to the successful vendor(s); indirect payments by third parties to the successful vendor(s); and any conferred value by the crown to the successful vendor(s).

Examples of conferred value include, but are not limited to, the exchange of goods and/or services in return for other goods and/or services, revenue generating opportunities and partnership agreements with non‐profit organizations.



Where a project involves multiple related procurements, the estimated total Contract value of all related procurements must be used to determine the procurement value.

Ministries and Other Included Entities must not take any actions to reduce the value of procurements to avoid any requirements of this Directive regarding competition, approvals or reporting. Such actions could include subdividing projects, procurements, or Contracts and awarding multiple consecutive Contracts to the same vendor. The award of multiple consecutive Contracts to the same vendor may be made only where each assignment is unique or where prior approval of a Consulting Services follow‐on Agreement has been received.

5.3.1 Procurement Value Increases

When the value of a procurement increases, Ministries and Other Included Entities must ensure they have the appropriate procurement approval authority and have used the appropriate procurement method. This is especially important when the Procurement Value Increase causes the Procurement Value to exceed the approval threshold of the original approver. Approval for Procurement Value Increases must be sought prior to proceeding with or continuing the procurement. Procurement Value Increases may be caused by, but not limited to, price increases, volume uptake, or other unforeseen circumstances.

It may be determined that certain commodities, such as fuel and food, require contractual provisions for price increases. In these instances, Ministries and Other Included Entities should anticipate such increases and ensure that they seek the appropriate procurement approval authority. Ministries and Other Included Entities must also ensure that the procurement documents, including the Agreement, identify the framework under which price increases will be permitted including, but not limited to, the frequency of price increases, allowable amount of increase, and any benchmarks that will be used to confirm the price increase.

5.4 Supply Source

Prior to conducting a procurement, Ministries must determine the appropriate supply source for the required goods and/or services first taking into consideration the availability of ministry resources.

Where internal ministry resources are not available, Ministries must use the following supply sources for goods and services, in the order indicated below:

i. Mandatory central common services;

ii. Vendor of Records arrangements

iii. Enterprise‐wide Vendor of Record arrangements;

iv. Multi‐ministry Vendor of Record arrangements;

v. Ministry Vendor of Record arrangements;

vi. Optional central common services;

vii. Competitive procurement process.

5.4.1 Central Common Services

Central common services are services provided by one ministry or agency to all other Ministries established under the Establishment and Use of a Central Common Services Directive. Ministries must use central common services that have been identified as mandatory. A list of central common services is attached as Appendix A.



Except where the Management Board of Cabinet has directed that the services are to be provided without charge, the inter‐ministry charges for optional central common services must recover the full costs required by the service ministry to deliver the goods and services to client Ministries. Ministries must refer to the Ministry of Finance OPS Costing and Pricing Policy and Guidelines for more information.

5.4.2 Vendor of Record Arrangements

Enterprise‐wide Vendor of Record (VOR) arrangements have been established to reduce procurement costs by providing ministries with access to one or more contracted vendors of goods and services common to more than one ministry. Enterprise‐wide VOR Arrangements may be established only by the Ministry of Government Services (MGS).

Multi‐ministry VOR Arrangements may be established where there is an identified need for a particular good/service among one or more ministries but where there is insufficient demand for an enterprise‐wide VOR Arrangement.

Finally, ministries may establish ministry‐specific VOR Arrangements for the supply of a particular required good/service.

Enterprise‐wide Vendor of Record arrangements must be used where the estimated Procurement Value is $25,000 or more and less than the approved VOR Ceiling Price. Ministries should note that there are some VOR arrangements where Management Board of Cabinet has approved mandatory use under $25,000. Ministries should refer to the VOR User Guide, available on MyOPS Supply Chain Management, to determine the VOR Ceiling Price and whether a VOR is mandatory use under $25,000.

Ministries must secure appropriate procurement approval authority prior to using a VOR arrangement. The procurement approval authority requirement is based on the total estimated Procurement Value of the procurement being conducted under the VOR arrangement including potential follow on agreements. For projects that involve multiple related procurements under one or more VOR arrangements, the procurement approval authority is based on the total of all of the related procurements.

For VOR arrangements where there are multiple vendors, a further second stage selection process is required to ensure buyers obtain the best value for money (Section 5.4.2.2).

Ministries must enter into a written Agreement with the successful vendor(s) selected through a VOR arrangement. Prior to using a VOR arrangement(s), Ministries must also refer to the VOR User Guide to identify and comply with any user requirements of that VOR arrangement.

New VOR Arrangements are established on a regular basis. Ministries should consult MyOPS Supply Chain Management for the list of available VOR Arrangements.

5.4.2.1 Establishing VOR Arrangements

VOR arrangements must be established using an open competitive procurement process. Enterprise‐wide VOR arrangements can only be established by the Ministry of Government Services while ministries can establish either multi‐ministry or ministry specific VOR arrangements. When establishing a VOR arrangement, Ministries must comply with the principles and mandatory requirements of the Procurement Directive.

When establishing VOR arrangements, Ministries must:



i. Seek appropriate procurement approval authority based on the total estimated value of spending expected to occur over the life of the VOR arrangement.

Establish an appropriate VOR Ceiling Price.

ii. Identify if the VOR arrangement is to be made mandatory for goods/services valued at less than $25,000.

iii. Determine insurance coverage requirements related to the goods and services being procured and confirm when proof of insurance must be presented noting that where insurance is a requirement, proof of insurance must occur at the second stage process unless identified by the ministry in their procurement approval document as being required when the VOR arrangement is initially established.

iv. Create a VOR User Guide that provides users with information about the VOR arrangement such as vendor contact information and pricing, specific user requirements such as insurance requirements as well as any other information identified by the ministry.

For multi‐ministry VOR arrangements, a single ministry lead must be established. In addition to the above noted requirements for the establishment of VOR arrangements, the lead ministry must also:

a) consult with Supply Chain Management Division, Ontario Shared Services to verify that an enterprise‐wide VOR arrangement is not possible;

b) secure the appropriate procurement approvals;

c) identify all other user Ministries;

d) manage the procurement process; and

e) manage the resulting VOR arrangement.

Only those Ministries, or successor Ministries, identified at the time the multi‐ministry VOR arrangement is established are entitled to use the VOR arrangement. Ministry specific VOR arrangements are for the exclusive use of that ministry and may not be utilized by any other ministry. Where opportunities are identified to expand existing VOR arrangements from multi‐ministry to enterprise‐wide or ministry‐specific to multi‐ministry, Ministries must consult with Supply Chain Management prior to seeking approval authority.

VOR Arrangements may be made available, where appropriate, to Other Included Entities and Ontario broader public sector (BPS) entities.

5.4.2.2 Conducting a Second Stage Selection Process

Ministries conducting a second stage process must issue a written procurement document, such as a Request for Solutions (RFSo) or Request for Services (RFSe), as part of the second stage selection process. The required second stage selection process is determined by the Procurement Value of all procurements being conducted under a VOR arrangement. Where Ministries are using multiple VOR arrangements, the second stage selection process is determined by the Procurement Value of all procurements being conducted under each VOR arrangement. Ministries must not take any actions to

reduce the value of procurements to avoid second stage selection process requirements.

The procurement document must be sent to the required number of vendors as follows:



Procurement Value Minimum Second Stage Requirement

Less than $25,000 Ministries may invite only 1 vendor unless otherwise specified by the VOR User Guide

$25,000 up to but not including $250,000 Ministries must invite 3 vendors

$250,000 up to but not including $750,000 Ministries must invite 5 vendors

$750,000 up to VOR Ceiling Price (if ceiling price greater than $750,000)

Ministries must invite 8 or more vendors

Above VOR Ceiling Price Ministries must use an open competitive procurement or seek an exemption to the Procurement Directive

Where there are fewer vendors on a VOR arrangement than the above noted requirements, Ministries must invite all listed vendors. The procurement document must include appropriate selection criteria, an evaluation process and any other applicable VOR arrangement instructions and include the form of Agreement to be signed If the estimated procurement value exceeds the approved VOR Ceiling Price, the ministry must conduct an open competitive procurement or seek appropriate approval to exceed the ceiling price.

As VOR Arrangement ceiling prices can vary, Ministries should verify the approved ceiling price in the VOR User Guide available on MyOPS Supply Chain Management.

5.5 Procurement Methods ‐ Ministries

Ministries must select and use the appropriate procurement method dependent on the type and value of the procurement. Ministries must note that:

Certain VOR arrangements have been approved for mandatory use irrespective of the value of the procurement and Ministries must use these VOR arrangements where they are available.

An invitational competitive procurement is achieved by requesting a minimum of three (3) qualified vendors to submit a written proposal in response to the Ministry’s requirements.

An open competitive procurement is achieved by issuing procurement documents using Ontario’s electronic tendering system. The Daily Commercial News may also be used for construction related procurements.

5.5.1 Consulting Services Procurements

A competitive process must be used for all Consulting Services irrespective of the value of the procurement.

Ministries may use an invitational competitive procurement for Consulting Services valued up to $100,000.

Ministries must use an open competitive procurement for Consulting Services valued at $100,000 or more.

5.5.2 Goods Procurements



Ministries are encouraged to conduct an open competitive procurement for goods with an estimated value of up to $25,000 but may conduct procurements using their own policies, processes, and procedures provided they are in accordance with the principles of this Directive.

Ministries must use an open competitive procurement for goods valued at $25,000 or more.

5.5.3 Non‐Consulting Services Procurements

Ministries are encouraged to conduct an open competitive procurement for nonconsulting services with an estimated value of up to $25,000 but may conduct these procurement using their own policies, processes and procedures provided they are in accordance with the principles of this Directive.

Ministry may use an invitational competitive procurement for non‐consulting services valued at up to but not including $100,000.

Ministries must use an open competitive procurement process for all non‐consulting services valued at $100,000 or more.

5.5.4 Non‐Competitive Procurements

Except in unforeseen situations of urgency (see Section 5.5.6), Ministries must develop a business case and secure the appropriate procurement approvals in writing for all noncompetitive procurements valued at $25,000 or more for goods, for non‐consulting services valued at $100,000 or more and for all Consulting Services irrespective of value.

This approval must be secured prior to conducting the non‐competitive procurement.

Where approval is being sought for a non‐competitive procurement to renew a Contract with an existing vendor, Ministries must seek appropriate approvals prior to the contract end date and in sufficient time to permit an alternative procurement method.

Non‐competitive procurement processes include single and sole source procurements. Exceptions exist whereby Ministries are allowed, subject to appropriate procurement approval authority, to use a non‐competitive process for goods valued at or over $25,000 and non‐consulting services valued at or over $100,000. These exceptions adhere to Ontario’s Trade Agreements and represent the only allowable circumstances where a non‐competitive process may be used. Where Ministries wish to use a non‐competitive procurement process, but no allowable exception exists, the Ministry must seek prior MBC approval of an exemption to this directive.

Where no allowable exception exists, Ministries must seek MBC approval of an exemption to the Procurement Directive.

5.5.4.1 Allowable Exceptions – Consulting Services

The following are allowable exceptions for the non‐competitive procurement of Consulting Services subject to appropriate procurement approvals:

a) Where an unforeseen situation of urgency exists and the Consulting Services cannot be obtained by means of a competitive procurement process. An unforeseen situation of urgency does not occur where Ministries have failed to allow sufficient time to conduct a competitive procurement process.

Ministries must also see Section 5.5.6 where an unforeseen situation of urgency exists that prevents the ministry from seeking appropriate procurements approvals.



b) Where Consulting Services regarding matters of confidential or privileged nature are to be purchased and the disclosure of those matters through a competitive procurement process could reasonably be expected to compromise government confidentiality, cause economic disruption or otherwise be contrary to the public interest.

c) Where a competitive process could interfere with the government’s ability to maintain security or order or to protect human, animal or plant life or health.

d) Where there is an absence of any bids in response to a competitive procurement process that has been conducted in compliance with this Directive.

e) Where only one supplier is able to meet the requirements of a procurement in the following circumstances:

i. To ensure compatibility with existing products, to recognize exclusive rights, such as exclusive licenses, copyright and patent rights, or to maintain specialized products that must be maintained by the manufacturer or its representatives. Compatibility with existing products may not be allowable if the reason for compatibility is the result of previous non‐competitive procurements.

ii. For the procurement of goods and services the supply of which is controlled by a supplier that is a statutory monopoly.

5.5.4.2 Allowable Exceptions – Goods and Non‐Consulting Services

The following are allowable exceptions for the non‐competitive acquisition of goods and non‐consulting services subject to appropriate procurement approvals:

a) Where an unforeseen situation of urgency exists and the goods, services or construction cannot be obtained by means of a competitive procurement process.

An unforeseen situation of urgency does not occur where Ministries have failed to allow sufficient time to conduct a competitive process.

Ministries must also see Section 5.5.6 where an unforeseen situation of urgency exists that prevents the ministry from seeking appropriate procurements approvals.

b) Where goods or non‐consulting services regarding matters of confidential or privileged nature are to be purchased and the disclosure of those matters through a competitive procurement process could reasonably be expected to compromise government confidentiality, cause economic disruption or otherwise be contrary to the public interest.

c) Where a Contract is awarded under a co‐operation agreement that is financed, in whole or in part, by an international organization only to the extent that the agreement includes different rules for awarding contracts.

d) Where construction materials are to be purchased and it can be demonstrated that transportation costs or technical considerations impose geographic limits on the available supply base, specifically in the case of sand, stone, gravel, asphalt compound and pre‐mixed concrete for use in the construction or repair of roads.

e) Where a competitive procurement process could interfere with the government’s ability to maintain security or order or to protect human, animal or plant life or health.

f) Where there is an absence of any bids in response to a competitive procurement process that has been conducted in compliance with this Directive.



g) Where only one supplier is able to meet the requirements of a procurement in the following circumstances:

i. To ensure compatibility with existing products, to recognize exclusive rights, such as exclusive licenses, copyright and patent rights, or to maintain specialized products that must be maintained by the manufacturer or its representatives.

ii. For the procurement of goods and services the supply of which is controlled by a supplier that is a statutory monopoly.

iii. For the purchase of goods on a commodity market.

iv. For work to be performed on or about a leased building or portions thereof that may be performed only by the lessor.

v. For work to be performed on property by a Contractor according to provisions of a warranty or guarantee held in respect to the property or original work.

vi. For a Contract to be awarded to the winner of a design contest.

vii. For the procurement of a prototype or a first good/service to be developed in the course of research, experiment, study, or original development but not for any subsequent purchases.

viii. For the purchase of goods under exceptionally advantageous circumstances such as bankruptcy or receivership, but not for routine purchases.

ix. For the procurement of original works of art.

x. For the procurement of subscriptions to newspapers, magazines or other periodicals.

xi. For the purchase of real property.

5.5.5 Non‐Competitive Procurements Business Case Requirements

Written documentation for non‐competitive procurements must include:

a) A description of the business requirements.

b) A description of the proposed non‐competitive procurement process including the approximate value and the estimated Agreement start and end dates.

c) The allowable exception which has been identified to support the non‐competitive procurement. For allowable exceptions where only one vendor is able to meet the requirements Ministries must include documentary evidence supporting this exception. Where no allowable exception exists, an exemption to the Procurement Directive must be sought. The Ministry must identify the mandatory requirement(s)

from which it is seeks to be exempted.

d) The rationale for using a non‐competitive procurement process including the circumstances that prevent the use of a competitive procurement process. The rationale must support the permissible exception or exemption being requested.

e) Identifying if the selected vendor has previously been awarded a Contract with the Ministry within the past five years for the same or closely related requirements, and the type of procurement process(es) used.



f) A description of the potential pool of vendors that might have responded to a competitive procurement, where appropriate, and an assessment of all potential vendor complaints and how the ministry would respond and manage these complaints.

g) A description of how the Ministry will ensure it will comply with the principles of the Procurement Directive, particularly value for money.

h) Any alternatives considered.

i) The impact on the business requirements if the non‐competitive procurement is not approved.

j) If appropriate, a description of how the Ministry will meet these business requirements, in the future, using a competitive procurement process.

k) Any other matters considered relevant.

5.5.6 Non‐Competitive Procurements for Unforeseen Situations of Urgency

Where a non‐competitive procurement is required due to an unforeseeable situation of urgency that cannot wait for a regularly scheduled SCLC or TB/MBC meeting, Ministries may conduct the procurement prior to obtaining the appropriate approvals. Ministries must promptly notify the Secretary of MBC and report back to MBC on the circumstances and justification of the urgency once the situation of unforeseen urgency is under control. The report back must include a description of the selection process and results.

An unforeseen situation of urgency does not occur where Ministries have failed to allow sufficient time to conduct a competitive process.

5.6 Procurement Methods ‐ Other Included Entities

5.6.1 Consulting Services Procurements

A competitive process must be used for all Consulting Services, irrespective of the value of the Contract.

Other Included Entities may use an invitational competitive procurement for Consulting Services valued up to $100,000. An invitational competitive procurement is achieved by requesting a minimum of three (3) qualified vendors to submit a written proposal in response to the ministry’s requirements.

Other Included Entities must use an open competitive procurement for Consulting Services valued at $100,000 or more.

Other Included Entities may utilize the allowable exceptions for non‐competitive procurement processes for Consulting Services as defined in Section 5.5.4.1 subject to approval as defined in Section 5.8. Where a non‐competitive procurement process is required, but no allowable exception exists, Other Included Entities must seek prior approval from the most appropriate approval authority as determined by their procurement policy and subject to approval as defined in Section 5.8.

5.6.2 Goods and Non‐Consulting Services Procurements

Other Included Entities are encouraged to conduct an open competitive procurement for all goods and non‐consulting services but may conduct these procurements using their own policies, processes, and procedures provided they are in accordance with the principles of this Directive. This includes the allowable exceptions for the noncompetitive acquisition of goods and non‐consulting services as defined in Section 5.5.4.2.

5.7 Procurement Approvals ‐ Ministries



5.7.1 Approval Authority

Except in unforeseen urgent situations as identified in Section 5.5.6, Ministries must seek the necessary approval authority for all procurements prior to conducting the procurement including those establishing or using a VOR arrangement(s). Requests for procurement approvals, and any necessary subsequent approvals such as for Procurement Value Increases, must be in writing.

Procurement approvals may be required from within a ministry in accordance with the ministry’s Financial Delegations of Authority (DOA), Supply Chain Leadership Council (SCLC) or Treasury Board/Management of Cabinet (TB/MBC) depending on the procurement value, the procurement method, and whether the procurement activity is funded or unfunded.

Ministries must not take any actions to reduce the value of procurements to avoid approval authority requirements. Such actions could include subdividing projects, procurements, or Contracts and awarding multiple consecutive Contracts to the same vendor.

All unfunded Ministry procurements require TB/MBC approval.

5.7.1.1 Consulting Services Procurement Approvals

For approval purposes, Ministries should anticipate future needs and include potential follow on agreements as part of the Procurement Value. Ministries must refer to Section 8.6 for requirements specific to follow on agreements.

For Consulting Services Agreements, a ceiling price must be established in the Agreement with a successful vendor(s). The Agreement Ceiling Price must reflect the total value of the Agreement including potential follow‐on Agreements. The Agreement Ceiling Price cannot exceed the Procurement Value identified in the procurement approval. Once established, Ministries are not permitted to make changes to the Agreement Ceiling Price unless allowed by contractual provisions.

It is acknowledged that Agreement Ceiling Price increases may be required over the term of an Agreement. Ministries are encouraged to avoid such increases through appropriate procurement planning.

Where Ministries have established that an Agreement Ceiling Price increase is required, they must seek prior written approval from the appropriate delegated authority, noting that Ministries must secure both Deputy Head and Minister approval when the increase will cause the total value of the Agreement to reach or exceed $750,000. When the increase will cause the total value of the Agreement to reach or exceed $1M, TB/MBC approval is required.

In seeking written approval, Ministries must identify the framework used to confirm that the increased vendor costs are justified and how the government continues to obtain value for money. Prior to implementing a ceiling price increase, Ministries and Other Included Entities must determine whether the increase causes the total Procurement Value to exceed the original procurement approval. If so, changes to the Agreement Ceiling Price must not be made until the Ministry has sought new procurement approval authority as appropriate.

Ministries must consult legal counsel in this regard to identify required changes to the Agreement terms and conditions related to the Agreement Ceiling Price increase.



Funded Ministry procurement approval requirements for Consulting Services are as follows:

Procurement Method Value Approval Authority Submission Approval

Invitational Competitive

$0 up to but not including $100,000

Ministry DOA Ministry DOA

Open Competitive

$0 up to but not including $1M


$1M up to but not including $10M

SCLC Deputy Head

$10M and more TB/MBC Minister

Non‐competitive $0 up to but not including $500,000

Deputy Head Minister Ministry DOA

$500,000 up to but not including $1M

SCLC Deputy Head Minister

$1M or more TB/MBC Minister

Ceiling Price Increases


Deputy Head Minister Deputy Head


5.7.1.2 Goods Procurement Approvals

Funded Ministry procurement approval requirements for goods are as follows:


Ministry Process Up to $25,000 Ministry DOA Ministry DOA

Open Competitive




SCLC Deputy Head


Non‐competitive $0 up to but not including $1M



VOR Arrangement Procurement value exceeds VOR Arrangement ceiling price

TB/MBC Minister



5.7.1.3 Non‐Consulting Procurement Approvals

Funded Ministry procurement approval requirements for non‐consulting services are as follows:


Ministry Process Up to $25,000 Ministry DOA Ministry DOA


$25,000 up to but not including $100,00


Open Competitive




SCLC Deputy Head


Non‐competitive $0 up to but not including $1M



VOR Arrangement Procurement value exceeds VOR Arrangement ceiling price

TB/MBC Minister

5.7.2 Ministry Approval Authority

For procurements where approval authority is within the ministry’s approval threshold, Ministries must refer to their own ministry financial delegations of authorities and processes.

Deputy Heads may delegate authority to an appropriate ministry official(s) for procurements valued within ministry approval authority except for non‐competitive consulting services. Deputy Heads may not delegate approval authority for noncompetitive Consulting Services procurements.

5.7.3 Supply Chain Leadership Council Approval Authority

For procurements where approval authority is within the Supply Chain Leadership Council’s approval threshold, Ministries must submit a written business case that includes the following information:

a) Ministry name, division and branch.

b) Program and controllership contact information. Ministries must identify the key contact for the submission who may be contacted for more information.

c) Procurement title and description including how the procurement supports the ministry’s business requirements.

d) Estimated total Procurement Value (Section 5.3) including any proposed extension periods.

e) Proposed release date of the procurement documents.

f) Proposed Agreement start and end dates, including any proposed Agreement extension periods.



g) Proposed procurement method.

h) Description of potential pool of vendors.

i) Where there is an incumbent vendor(s):

i. Name of the incumbent vendor(s).

ii. The number of years the incumbent vendor(s) has had an Agreement to provide the goods/services being procured.

iii. The procurement method used to select the incumbent vendor(s).

iv. Description of how the ministry will ensure the incumbent vendor does not have an unfair advantage in this procurement.

j) Description of all known risks associated with the procurement and the proposed mitigation strategy that will be used.

k) For non‐competitive procurements, completion of the written requirements described in Section 5.5.5.

l) If applicable, confirmation that the ministry has addressed or will address any Financial Administration Act considerations.

m) Any other relevant information in support of the procurement.

For goods, non‐consulting services, and competitive Consulting Services SCLC business cases must be signed by the ministry’s Deputy Head. Deputy Heads may not delegate this authority. Submissions from classified agencies must be signed by the Deputy Minister of the oversight ministry.

For non‐competitive Consulting Services irrespective of value, SCLC business cases must be signed by the Deputy Minister and Minister.

For IT related procurements, business cases must also be signed by the appropriate Cluster Chief Information Officer.

Additional information on SCLC is available on MyOPS Supply Chain Management.

5.7.4 TB/MBC Approval Authority

For any procurement that does not meet the criteria for approval under delegated authority, Ministries must submit an MB20 submission for TB/MBC review. Ministries must refer to the Ministry of Finance, Treasury Board Office intranet portal for more information on TB/MBC submissions.

For procurements that require TB/MBC approval authority, Ministries do not have to submit a separate SCLC business case. However, Ministries must include in their MB20 submission the same information that would otherwise be included in the SCLC business case. Submissions to TB/MBC must be signed by the Minister

5.7.5 Information Technology Approvals

In addition to the procurement approval, IT projects that contain a procurement component may also require approvals from the Cluster CIO, the OCCIO, and/or the Information Technology Project Approval Committee (ITPAC). Ministries should refer to the I&IT Directive and Operational Policy on the I&IT Project Gateway Process to determine appropriate IT related approvals.

5.8 Procurement Approvals – Other Included Entities



Other Included Entities must include a procurement approval authority framework in their procurement policy.

For goods and non‐consulting services, the procurement approval authority framework must reflect the procurement method and procurement value and assign authority to the most appropriate accountable authority in the agency as determined by the Board of Directors.

For Consulting Services, the procurement approval authorities of Other Included

Entities are as follows:



$0 up to but not including $100,000

Agency DOA Agency DOA

Open Competitive

Any value Agency DOA Agency DOA

Non‐competitive $0 up to but not including $100,000

Agency DOA Agency DOA


Deputy Head Minister Agency DOA

$1M or more TB/MBC Deputy Head Minister

Other Included Entities must not take any actions to reduce the value of procurements to avoid approval authority requirements. Such actions could include subdividing projects, procurements, or Contracts and awarding multiple consecutive Contracts to the same vendor.

6 PROCUREMENT PROCESS

6.1 Research and Consultation

Ministries may decide to engage in a vendor consultation process prior to initiating a competitive procurement process such as issuing a Request for Information or draft Request for Proposal. This consultation process must be conducted solely for information gathering purposes or to market test a proposed procurement scope, approach and process. Ministries must not apply mandatory participation of vendors in the research and consultation process as a condition for future bidding and must not solicit or accept formal submissions from vendors during the consultation process.

6.2 Procurement Documents ‐ Ministries

To enable fair comparison of vendor submissions, procurement documents must be in writing and include sufficient details concerning the submission requirements.

Ministries must include in all procurement documents the following information:

a) A description of the needed goods or services in generic and/or functional terms specific to the business needs that the good or service will serve. When the use of non‐generic and/or non‐functional terms is appropriate, the specifications must deal with performance requirements and exclude all features that could unfairly confer an advantage to certain vendors. For IT



procurements, Ministries may express requirements in terms of corporate or ministry Information Technology standards as an alternative to functional terms. Such standards must have been established through a prior competitive process or otherwise approved by the Management Board of Cabinet or the Information Technology Standards Council

b) Full disclosure of the evaluation criteria and process to be used in assessing submissions. In addition to bid price/cost, quality, quantity, delivery, servicing, experience, financial capacity of the vendor and any other criteria directly related to the procurement may be taken into account. Ministries must pay particular attention to apply the maximum justifiable weighting to price/cost as part of the evaluation criteria. For IT procurements, Ministries must assess conversion costs, if appropriate. In establishing the evaluation criteria and weighting of conversion costs, Ministries must not unduly favour an incumbent vendor or unduly disadvantage non‐incumbent vendors.

c) The name, telephone number and location of the person to contact for additional information on the procurement documents.

d) Conditions that must be met before obtaining procurement documents such as confidentiality agreements, if appropriate.

e) The address, date and time limit for submitting responses to procurement documents. Responses received after the closing date and time must be returned unopened.

f) The time and place of the opening of the responses in the event of a public opening.

g) For goods valued at $25,000 or more and services valued at $100,000 or more, a statement that the procurement is subject to Ontario's Trade Agreements.

h) Tax compliance declaration that the vendor’s Ontario taxes are or will be in good standing prior to signing an Agreement. The tax compliance declaration form and related guidelines are available on MyOPS Supply Chain Management.

i) Notice that any confidential information supplied to the Ministry may be disclosed by the Ministry where it is obliged to do so under the Freedom of Information and Protection of Privacy Act (FIPPA), by an order of a court or tribunal otherwise required at law.

j) Conflict of interest provisions that:

i. define conflict of interest to include situations or circumstances that could give a vendor an unfair advantage during a procurement process or compromise the ability of a vendor to perform its obligations under the Agreement;

ii. reserve the right of the ministry to solely determine whether any situation or circumstance constitutes a conflict of interest;

iii. reserve the right to disqualify prospective vendors from a procurement process due to conflict of interest;

iv. require prospective vendors participating in a procurement process to declare any actual or potential conflict of interest;

v. require vendors to avoid any conflict of interest during the performance of their contractual obligations for the ministry;

vi. require vendors to disclose any actual or potential conflict of interest arising during the performance of an Agreement;



vii. reserve the right to prescribe the manner in which a vendor should resolve a conflict of interest;

viii. allow the Ministry to terminate an Agreement where a vendor fails to disclose any actual or potential conflict of interest or fails to resolve its conflict of interest as directed by the ministry; and

ix. allow the Agreement to be terminated where a conflict of interest cannot be resolved.

k) The form of Agreement the successful vendor(s) is expected to sign. Appropriate termination clause(s) must be included in Agreements. As appropriate mechanisms for amending the Agreement from time to time should be included.

l) Other mandatory policy requirements as appropriate.

m) Other information as deemed appropriate.

Ministries must consult with legal counsel regarding their procurement documents including the implementation and application of updated Agreement terms and conditions.

6.3 Procurement Documents – Other Included Entities

Other Included Entities are encouraged to adopt the information requirements for Procurement Documents noted in Section 6.2 as appropriate.

6.4 Electronic Tendering

Ministries and Other Included Entities must use electronic tendering for open competitive procurements valued at or above $25,000 for goods and at or above $100,000 for services.

Ministries must use Ontario’s electronic tendering system as established by the Ministry of Government Services. The Ministry of Government Services has established an Agreement with MERX™ (www.merx.com) to provide electronic tendering services to the Ontario Government. Ministries must use MERX™. Certain standard elements must be included in the different forms of procurement documentation that are posted.

Ministries must consult with Supply Chain Management or the MERX™ site to confirm posting requirements.

In addition to the electronic tendering system, Ministries may also advertise in a national newspaper accessible to all Canadian suppliers or the Daily Commercial News for construction related procurements.

Other Included Entities are encouraged to utilize the electronic tendering system as established by the Ministry of Government Services but may establish their own method of electronic tendering.

6.5 Bid Response Time

Sufficient time must be given to vendors to prepare and submit bid responses. Ministries must provide vendors a minimum response time of 15 calendar days for Consulting Services at any value, goods valued at or over $25,000 and non‐Consulting Services valued at or over $100,000 and a minimum of 30 calendar days for procurements assessed as complex/high risk procurements, including alternative service delivery.

Other Included Entities are encouraged to utilize the bid response times recommended for Ministries.



6.6 Additional Information

Any additional information, clarification or modification of the procurement documents must be provided in the same manner as the procurement document via an amendment or addendum and must be released in sufficient time prior to the submission deadline to allow bidders sufficient time to submit a responsive bid. The submission deadline may be extended to ensure sufficient time is provided to bidders.

6.7 Evaluation Process

Ministries and Other Included Entities must evaluate the bid responses received consistently and in accordance with the evaluation criteria, rating and methodology set out in the procurement document.

Typically, an evaluation process is comprised of three components – mandatory requirements, rated requirements and price/cost.

Ministries and Other Included Entities must pay particular attention to apply the maximum justifiable weighting to price/cost but can also take into account quality, quantity, delivery, servicing, experience, financial capacity of the vendor, and any other criteria directly related to the procurement.

Where a vendor is disqualified for non‐compliance of a mandatory requirement or fails to meet a minimum rated requirements score, as identified in the procurement document, no further evaluation must take place.

The evaluation of price/cost must be undertaken after the completion of the evaluation of the mandatory requirements and any other rated criteria.

The evaluation process to be used in assessing a vendor’s submission must be fully disclosed. A full disclosure of the evaluation methodology and process includes, but is not limited, to:

a) A clear articulation of all mandatory requirements, which must indicate if the mandatory requirements will be assessed on a pass/fail basis and indicate how vendors achieve a passing grade.

b) All weights, including sub‐weights, for rated requirements.

c) Description of any short‐listing processes, including any minimum rated score requirements.

d) The role and weighting, if applicable, of reference checks, oral interviews, demonstrations and site visits.

e) Descriptions of the price/cost evaluation methodology including the use of scenarios in the evaluation process, to determine costs for specific volumes and/or service levels.

Following the evaluation process, Ministries and Other Included Entities may select only the highest ranked submission(s) that have met all mandatory requirements set out in the related procurement document.

In responding to procurement documents, vendors may sometimes propose alternative strategies or solutions to the business needs or apply conditions to their responses. Unless expressly requested in the procurement documents, alternative strategies or solutions proposed by a vendor must not be considered.

6.8 Vendor Debriefings

For all procurements valued at $25,000 or more, Ministries must ensure that all vendors who participated in the procurement are offered an opportunity for a debriefing. Vendors have a right to a



debriefing only after the legal Agreement between the successful vendor(s) and the Ontario Government has been signed.

6.8.1 Scheduling Vendor Debriefing Meetings

In scheduling vendor debriefings, Ministries must:

a) Confirm the right to a debriefing, in writing, and allow vendors sixty (60) calendar days following the date of the written communication to respond.

b) Confirm the date and time of the debriefing session in writing.

c) Conduct vendor debriefings individually.

d) Ensure that the same participant(s) from a ministry participate in every debriefing conducted. If Ministries have used a Fairness Commissioner in the procurement process they may be invited to participate in the debriefing but must not conduct the debriefings.

e) Retain all correspondence and documentation relevant to the debriefing session as part of the procurement documentation (Section 6.11).

6.8.2 Conducting Vendor Debriefings

In conducting vendor debriefing meetings, Ministries must:

a) Provide a general overview of the evaluation process set out in the procurement document;

b) Provide the name, address, and total bid price, where applicable, of the successful vendor as well as the Agreement award notice information (Section 6.10);

c) Discuss the strengths and weaknesses of the vendor’s submission in relation to the specific evaluation criteria and the vendor’s evaluated score. If more than price is evaluated, Ministries may provide the vendor’s evaluation scores and their evaluation ranking (eg. 3rd of 5).

d) Provide suggestions on how the vendor may improve future submissions;

e) Receive feedback from the vendor on current procurement processes/practices;

f) Address specific questions and issues raised by the vendor in relation to their submission.

In addition, Ministries may also provide the name(s) and address(es) of all vendors who participated in the procurement including qualified and disqualified Proponents/Bidders as well as those who submitted “no bid”.

In conducting vendor debriefings, Ministries must not disclose information concerning other vendors, other than as specified above, as it may contain confidential third party proprietary information subject to the mandatory third party exemption under the Freedom of Information and Protection of Privacy Act (FIPPA). If a vendor makes such a request, they must be advised that a formal freedom of information request can be submitted to the ministry’s Freedom of Information and Privacy Office. Questions unrelated to the procurement process must not be responded to during the debriefing and must be noted as out of scope based on the debriefing process agreed to in the procurement documents.

6.9 Contract Management

All procurement of goods and services and the resulting Contract, must be responsibly and effectively managed. Following the procurement process, the responsibilities of both the Ministry and the successful vendor must be defined formally in a signed written Contract before the provision of the goods or services commences.



The Contract must be finalized using the form of Agreement/Contract that was released with the procurement document. When executing the Contract, the Ministry must obtain the vendor signature before obtaining the designated Ministry signature.

All Contracts must include appropriate cancellation or termination clauses and appropriate legal advice should be sought on the development of these clauses.

Particularly for goods and services procured as part of an I&IT project, the use of Contract clauses that permit cancellation or termination at critical project lifecycle stages must be considered.

The term of the Agreement, and any options to extend the Agreement must be set out in the procurement document. Changes to the term of the Agreement may change the procurement value. Prior written approval by the appropriate approval authority is necessary before changing Contract start and end dates. Extensions to the term of Agreement beyond what is set out in the procurement document are considered non‐ competitive procurements and appropriate approval authority must be obtained prior to proceeding.

Particular attention should be paid to the following in managing procurement Contracts: All payments must be in accordance with provisions of the Agreement; All payments for applicable expenses must be in accordance with the Travel, Meal and Hospitality Expenses Directive and General Expenses Directive.

Any overpayment must be recovered;

All assignments must be properly documented;

Vendor performance must be managed and documented, and any performance issues must be addressed;

All required approvals must be obtained for any Procurement Value Increases and ceiling price increases or other changes in terms and conditions of the Agreement; and,

Knowledge transfer to ministry staff must take place, where applicable.

6.10 Post Contract Award Notification

For goods over $25,000 and services over $100,000, Ministries must post, in the same manner the procurement documents were posted, the name(s) of the successful vendor(s), Agreement start and end dates including any options for extension and the total Agreement value upon completion of the evaluation process and after execution of the Contract with the successful vendor(s).

Posting Contract award information does not apply to the second stage selection process when using a Vendor of Record Arrangement.

6.11 Documentation and Record Retention

Ministries must ensure that all procurement decisions and decision making processes are recorded to account for and support the re‐construction of facts related to a procurement. Ministries must:

establish a file naming convention that will permit related procurement documents to be associated with each other retain procurement records in compliance with the Government of Ontario Common Schedule for Administrative Records.

manage procurement Agreements and documentation to ensure Ministries can respond to any requests for information, vendor inquiries, debriefing requests, audits and legal challenges in a relevant, reliable, comprehensive and timely fashion.



Procurement process documentation includes, but is not limited to, the following:

a) a copy of the procurement justification or business case;

b) information regarding all vendor consultations, including any requests for information, undertaken in the development of the procurement business case and/or procurement documents;

c) evidence that all required approvals were obtained;

d) copies of all procurement documents used to qualify and select the vendor;

e) where the procurement was conducted through a Vendor of Record arrangement, information regarding the second stage selection process used to select the particular vendor of record;

f) copies of all advertisements of procurement documents;

g) information relating to compliance with the Ontarians with Disabilities Act, 2001 where applicable;

h) copies of all responses, submissions, proposals and bids received in response to procurement documents including the conflict of interest declaration, the tax compliance declaration and Ministry of Revenue tax compliance verification;

i) information regarding any issues that arose during the procurement process;

j) information regarding all evaluations of submissions, proposals and bids received in response to procurement documents;

k) information regarding all vendor debriefings including written documentation of the offer of vendor debriefing where applicable;

l) copies of all award letters, notices, and posted announcements;

m) copies of the Agreement(s);

n) information regarding all changes to the terms and conditions of the Agreement, including any changes that resulted in an increase in the Agreement price;

o) information regarding the management of the vendor, including how the vendor’s performance was monitored and managed and, where applicable, mechanisms used to transfer knowledge from the vendor to staff;

p) risk assessment information and recommendations, where applicable;

q) contractor security screening decisions, where applicable;

r) information regarding all disputes or vendor complaints regarding the procurement including any Agreement disputes;

s) evidence of receipt of deliverables;

t) any other documentation as identified.

6.12 Annual Reporting

Ministries must maintain procurement records and develop annual reports related to Consulting Services and Ontario’s Trade Agreements.



Each year, Ministries will receive a written request from the Ministry of Government Services. Ministries must refer to this written communication to confirm the information to be reported and the due date of each report.

7. OTHER RELATED POLICIES

7.1 Ontario Trade Agreements

Ontario is party to certain inter‐provincial and national Trade Agreements and must conduct its procurements in a prescribed manner in order to adhere to these agreements. The Trade Agreements apply to the acquisition of goods valued at or over $25,000 and services and construction valued at or over $100,000.

Ontario’s Trade Agreements describe the processes that are to be followed in case of disputes. The Director, Corporate Procurement Policy and Planning Branch, Ministry of Government Services is the Provincial Co‐ordinator for addressing such disputes.

Where requirements in the Trade Agreements differ to this directive, Ministries must comply with this directive. Ministries engaging in procurements to which the Trade Agreements do not apply, must note that they are still be required to conduct the procurement in accordance with the requirements of this Directive. Should this occur, consult with the Ministry of Government Services’ Supply Chain Management Division.

Other Included Entities may be subject to Ontario’s Trade Agreements including requirements for contracting rules, buying groups, exclusions and dispute resolution.

Other Included Entities that are subject to Ontario’s Trade Agreements must ensure that their procurement policy reflects the requirements of Ontario’s Trade Agreement as appropriate.

7.2 Tax Compliance

For procurements with a value of $25,000 or more, Ministries must only enter into Contracts with vendors whose Ontario tax obligations are in good standing. Vendors must complete and submit a signed copy of a Tax Compliance Declaration form. Prior to signing the Agreement, Ministries must verify the tax compliance status of the successful vendor(s) with the Ministry of Revenue. The Ministry of Revenue will confirm the vendor’s tax compliance status within 3 to 5 days. Ministries must fax a copy of the successful vendor’s Tax Compliance Declaration, along with the name, address, and contact information, including fax number, to the:

Agreement Review Officer Revenue Collections Branch Ministry of Revenue Facsimile (905) 433 6009

The Tax Compliance Declaration Form and related guidelines are available on MyOPS Supply Chain Management.

7.3 Contractor Security Screening

Contractor security clearance may be required for vendors selected to provide goods and services to the Ontario Public Service. Ministries must refer to the Contractor Security Screening Operating Policy



and/or consult with the Emergency Management and Security Branch, Ministry of Government Services prior to conducting a procurement to determine if contractor security clearance is required.

Where contractor security clearance is required, it is the obligation of the procuring ministry to ensure that clearance is received prior to signing an Agreement with a successful vendor

7.4 Business Continuity Planning

When procuring goods and services, Ministries must consider how the procurement(s) will affect their obligations under the Business Continuity Operating Policy and take appropriate measures to ensure that in a state of emergency, their supply chain is not disrupted in a manner that will prevent the delivery of time‐critical functions and services. If required, Ministries are encouraged to contact their Business Continuity Co‐ordinators to determine if their procurement supports time‐critical functions and services.

Where appropriate, Ministries must determine the requirement for business continuity assurances from vendor(s) with whom they will establish an Agreement including whether this should be an evaluated requirement. The need for such assurances must be in the original procurement documents including the form of Agreement. Ministries must ensure that they communicate these requirements when seeking assistance from legal counsel.

7.5 Protection of Personal and Sensitive Information

Prior to undertaking any procurement of goods and/or services that may result in the release of personal or sensitive information, Ministries and Other Included Entities must conduct a risk assessment that includes undertaking a Privacy Impact Assessment (PIA) and a Threat Risk Assessment (TRA). Any information that is to be released must comply with applicable privacy legislation.

Ministries should refer to the Information Security and Privacy Classification Policy for more details on these requirements.

7.6 Storage of Personal Information or Program Data

Personal information or program data that is considered confidential and essential to the operation of programs or considered as medium‐sensitive or highly‐sensitive must be stored and processed in accordance with the Information Security and Privacy Classification Policy.

Ministries should refer to the Information Security and Privacy Classification Policy for more details on storage of personal information or program data.

7.7 Public Opinion Polls and Market Research Studies

Ministries must obtain the prior approval of the Cabinet Office before undertaking any procurement for the commissioning of any public opinion polls or market research studies and before adding any questions to a non‐commissioned poll.

7.8 Ontarians with Disabilities

Ministries must comply with the Ontarians with Disabilities Act, 2001 when acquiring goods and services. The Ontarians with Disabilities Act, 2001 requires that “in deciding to purchase goods or services through the procurement process for the use of itself, its employees or the public, the Government of Ontario shall have regard to the accessibility for persons with disabilities to the goods or service.” Ministries must consider accessibility when procuring goods and/or services. Where applicable,



procurement documents should specify the desired accessibility standard to be met and provide for the evaluation of proposals in respect of those standards.

7.9 Environmental Considerations

Ministries conducting procurements with an estimated Procurement Value over $10,000, including the establishment of VOR arrangements, must consider environmental reduction, re‐use, and recycling measures in the development of commodity specifications, terms and conditions, and Agreement award decisions. Prior to conducting any procurements, regardless of value, Ministries must also consider the government’s Surplus Assets Services, a mandatory central common service.

Ministries must use the Federal Environmental Choice Program standards when acquiring goods and services valued at over $10,000. The Federal Environmental Choice Program is characterized by the EcoLogo™ certification mark (three doves entwined to form a maple leaf). This program provides assurance that the products bearing the EcoLogo™ certification mark meet stringent environmental criteria. The Federal Environmental Choice Program includes more than 3000 certified products.

Ministries must refer to www.environmentalchoice.com for more information on the Federal Environmental Choice Program including the list of certified products and related certification standards.

7.10 Disposition of Assets

The Ministry of Government Services is designated as the mandatory central common service provider and has sole responsibility for arranging the disposal of government owned motor vehicles, government owned computers and all other assets and consumable supplies.

All surplus, obsolete or unusable movable assets must be identified and, disposed of through the Ministry of Government Services unless being transferred to another ministry or held for trade‐in against the purchase of new assets. All arrangements for the disposal of goods by sale must be equitable to potential buyers, avoid conflict of interest concerns by excluding government employees as buyers and optimize the revenue to the government.

Ministries must remove all confidential, personal and sensitive data from information technology prior to disposing of the equipment.

Arrangements for the disposal of hazardous materials must comply with the regulations and requirements of the Occupational Health and Safety Act, the Transportation of Dangerous Goods Act, the Environmental Protection Act and any other rules and regulations that from time to time may apply.

7.11 Corporate Card Program

7.11.1 Purchasing Card Program

The Purchasing Card is a mechanism for acquiring and paying for low dollar value goods and services. Use of the Purchasing Card reduces the administrative costs of payables associated with low dollar value purchases; improves cash flow and accounts receivable status for vendors; avoids GST payment on most low dollar value purchases; reduces petty cash and accountable advance usage and simplifies the purchase process for employees.

The Purchasing Card must be used for low dollar value purchases. Employees using the purchasing card must not circumvent government or ministry procurement policies and are required to agree to the terms and conditions of purchasing card use. Ministries must follow the delegation of authority framework for their ministry to determine which employees will be approved for a purchasing card.



Although purchasing cards are issued in the name of the employee, the Crown is liable for all charges. Goods and services ordered or purchased for the use of the Crown in the Right of Ontario are not subject to the Goods and Services Tax (GST). Cardholders are responsible for informing merchants of this and ensuring that GST is not charged on their transactions. To help facilitate this, the province’s GST exempt number is printed on each purchasing card.

The purchasing card must not to be used for:

Personal purchases including points or rewards programs;

Cash advances;

Computer software without prior IT Cluster approval;

Expenses for fleet vehicles including repairs, maintenance and fuel for those using a fleet management system (these costs must be charged to the fleet management card);

Salaries and wages (except for Temporary Help Services); and

Travel and travel‐related expenses.

7.11.2 Travel Card Program

The Corporate Travel Card is a charge card that enables eligible public servants as well as employees and appointees of agencies classified under the Agency Establishment and Accountability Directive, to pay for expenses incurred while travelling on approved business.

Ministries must follow the delegation of authority framework for their ministry to determine which employee will be approved for a travel card. The travel card is issued in the name of the employee. Cardholders are fully liable for all charges, interest, fees, cash advances or adjustments levied against their card account and are responsible for ensuring the statement is paid in full prior to the payment due date. Cardholders are also responsible for compliance with all terms and conditions as set out in the Cardholder Agreement and the Travel Card Use Agreement and the Travel, Meal and Hospitality Expenses Directive.

The Crown has corporate liability for all airfare, rail tickets, and travel management transaction fees which will be charged to a diversion account.

7.12 Asset Management

Ministries must establish and maintain appropriate systems to enable the effective management and security of assets procured by government, including the periodic physical verification and reconciliation of moveable assets at least once every four years and consumable supplies at least once every two years.

7.13 Domestic Steel

To support domestic steel vendors, procurement evaluation processes may include a price preference of 10% for Canadian steel products identified in vendor proposals submitted in response to construction procurement tenders with an estimated total Contract value of $100,000 or more.

8 CONSULTING SERVICES



In addition to the mandatory requirements set forth in Section 5, Ministries must adhere to the following requirements specific to Consulting Services. Consulting Service refers to the provision of expertise or strategic advice that is presented for consideration and decision‐making such as:

management consulting (i.e. helping Ministries improve their performance, primarily through the analysis of existing problems and development of plans for improvement. This includes organizational change management assistance and strategy development.);

information technology consulting (i.e. Advisory services that help clients assess different technology strategies, including aligning their technology strategy with their business or process strategy);

technical consulting (i.e. activities related to actuarial science, appraisal, community planning, employment/ placement, engineering, health sciences, interior design, realty, social sciences);

research and development (i.e. investigative study for the purpose of increasing the available store of knowledge and/or information on a particular subject);

policy consulting (i.e. the provision of advisory services to provide policy options, analysis and evaluation); and

communication consulting (i.e. the provision of strategy and advice in conveying information through various channels and media).

Consulting Services do not include services in which the physical component of an activity would predominate, for example, services for the operation and maintenance of a facility or plant; water‐testing services; exploratory drilling services; surveying; temporary help services; training/education instructors; and aerial photography. Consulting Services do not include any licensed professional services provided by medical doctors, dentists, nurses, pharmacists, veterinarians, engineers, land surveyors, architects, chartered accountants, lawyers and notaries in their regulated capacities.

Consulting Services assignments must have a start and end date. Any change to a Consulting Services Agreement, including the end date of the Agreement, may affect the Procurement Value. Ministries must ensure they have prior appropriate approval authority in this regard.

8.1 Approval of Vendor Selection

For Consulting Services valued at or above $100,000, Ministries must seek prior written approval from their Deputy Head of the selected vendor and the proposed Agreement before the proposed Agreement is signed.

For Consulting Services Agreements valued at or above $100,000 and up to $750,000, Deputy Heads may delegate this authority, in writing, to an appropriate official of the ministry.

For Consulting Services valued at or above $750,000, only Deputy Heads can provide this written approval.

Other Included Entities are required to obtain appropriate approvals in accordance with their MBC approved governance structure for procurement controllership

8.2 Terms of Reference

Clear terms of reference for the consulting assignment, including: objectives, background, scope, constraints, staff responsibilities, tangible deliverables/results, timing, progress reporting, approval requirements, and, where applicable, knowledge transfer requirements must be established.



8.3 Assignment Substantiation

External Consulting Services must not be procured when existing internal resources are available for the assignment. Ministries must document their prior consideration of using internal ministry resources as part of the procurement documentation if a decision is made to use Consulting Services.

Ministries shall co‐ordinate, monitor and control the combined efforts of internal and external resources to ensure satisfactory completion of consulting assignments on schedule and within budget. When applicable, a transfer of knowledge must occur from consultant to staff to avoid a continuous reliance on consultants.

8.4 Agreements with Universities and Colleges

For research and development projects involving universities, colleges or their staff, Contracts must be made with, or with the written concurrence of, the university/college administration. Payments must be made to the administration or to another party only with the written concurrence of the administration. In addition, the terms of these Contracts must cover the full cost of the research, including appropriate allowances for indirect and overhead costs.

8.5 Unsolicited Research Proposals

Ministries may accept unsolicited research proposals that conform to other elements of administrative policy in cases where the government’s interests would not be better served by calling for competitive proposals for the project. Deputy Head approval in writing must be obtained before entering into an Agreement and all such Agreements must be documented. Subsequent purchases of these services must be through an appropriate competitive process in accordance with the provisions of this Directive.

8.6 Follow‐On Agreements

A follow‐on Agreement is one that follows and is related to an already completed Agreement. Follow‐on Agreements allow a Ministry to structure a procurement into several smaller portions for reasons of complexity, size, uncertainty or improved management control.

Follow‐on Agreements are permitted only for Consulting Services where the total value of all Agreements, does not exceed $750,000 and where an open competitive procurement or VOR arrangement has been used to select a vendor.

Prior to entering into a follow‐on Agreement the following activities must have taken place:

Appropriate approval has been obtained in writing prior to entering the original Agreement;

Procurement approval authority has been based on the total value of the work in the original Agreement and the follow‐on Agreements;

The terms of the original Agreement were fulfilled and vendor performance was satisfactory;

The appropriate procurement method was used for the original Agreement such as a VOR arrangement or an open competitive procurement;

The procurement documents for the original work disclosed the total potential scope of work to be completed.

9 INFORMATION TECHNOLOGY



In addition to the mandatory requirements set forth in Section 5, Ministries must adhere to the following requirements specific to IT. These requirements apply whether licensing, renting, leasing or purchasing IT. Ministries should also refer to the I&IT Directive and the Operational Policy on the I&IT Project Gateway Process when acquiring IT for any additional IT related requirements.

For the purposes of this section, information technology does not include the following specialized single‐purpose equipment such as computerized equipment used exclusively for:

medical and scientific research;

laboratory instrument monitoring systems;

sensing devices (e.g. thermostats);

diagnostic tools (e.g. engine analysers);

process‐control systems (e.g. traffic lights); and

general information technology supplies (e.g. removable disks).

9.1 Acquisition of Information Technology

All ministry acquisition of information technology shall conform to applicable corporate and ministry policies, architectures and standards unless specifically exempt. Ministries must refer to the I&IT Directive, and related policies, prior to the acquisition of information technology including determination of exemption status.

9.2 Alternative Financing

Where the estimated total Contract value of a procurement is $1M or more, Ministries must consider alternative financing arrangements (eg. leasing) for the proposed information technology.

9.3 Information Technology Standards

Ministries must comply with all applicable enterprise‐wide corporate information technology standards.

Ministries may establish ministry information technology standards that apply to the ministry only, provided that such ministry standards do not conflict with corporate information technology standards and that they are established on the basis of a fair, open and transparent competitive process or are otherwise approved by MBC or the Information Technology Standards Council.

9.4 Software

Ministries and Other Included Entities are encouraged to conduct open competitive procurement for software but have the option of choosing software through a competitive evaluation rather than a call for tenders. In a competitive evaluation, requirements must be documented in functional terms and examine and record the fit of potentially suitable software to functional requirements. The software product that meets the documented functional requirements and has the lowest evaluated costs is the preferred product. All relevant costs and benefits must be considered.

9.5 Commercial‐Off‐The‐Shelf (COTS) Products and Related Services

Ministries must follow specific requirements that apply to the acquisition of COTS products and related services when the Procurement Value is expected to exceed $25,000. For procurement approval authority purposes, Ministries must consider the value of all related services over the period of time that the ministry requires the COTS products. Ministries must not sub‐divide any of these costs when determining the Procurement Value.



When procuring COTS, Ministries must comply with the supply source requirements. However, prior to conducting an open competitive process, Ministries must first determine if a ministry Agreement or Volume Licensing Agreement is available. In this regard, the supply source requirements for COTS products are as follows:

VOR arrangement

Ministry Agreement

Volume Licensing Agreement (VLA) – Resellers

Volume Licensing Agreement – Direct sellers

Open competitive procurement or competitive evaluation process

Where COTS products are available through VOR arrangements or ministry Agreements, Ministries must follow the requirements of the VOR or Ministry User Guide. Ministry Agreements must have been established through a prior competitive process or otherwise approved by the MBC or the Information Technology Standards Council. Where COTS products are not available through VOR arrangements or ministry Agreements, Ministries must consider VLAs. VLAs have been established with certain COTS vendors to take advantage of discounts and the right to use, copy and distribute COTS products within the Ontario Public Service, and where appropriate, within the Broader Public Service. Ministries must note that VLAs have not been established using an open competitive process and are not considered a substitute for competition. VLAs may include COTS products that have been previously selected in accordance with Section 7.1. Where COTS standards have been established in accordance with Section 7.1, Ministries must consider the use of VLAs. For non‐competitive COTS products acquisitions valued at less than $25,000, Ministries may consider the use of VLAs.

Prior to using a VLA, Ministries must review the VLA User Guide. The VLA User Guide identifies specific processes that Ministries must follow including the requirement for further competition to obtain best value for money or additional procurement approval authority requirements. Ministries must also comply with all VLA terms and conditions including, but not limited to, reporting and audit requirements.

Where Ministries are unable to acquire COTS products through a VOR arrangement, ministry Agreement, or VLA, Ministries must conduct an open competitive procurement or competitive evaluation in compliance with this Directive including, but not limited to, appropriate procurement approval authority.

Ministries must obtain prior written approvals to procure COTS products through a competitive procurement or competitive evaluation. Ministries must also follow the Checkpoint 1 for Acquired Solutions Guideline.

Where Ministries seek to conduct a non‐competitive procurement of COTS products, they must do so in compliance with this Directive. Ministries seeking an allowable exception to conduct a non‐competitive procurement for the purposes of compatibility must note that COTS products are considered compatible if they are interoperable and the exchange of data between software packages and/or hardware infrastructure is possible and complete with minimal adjustment and without data corruption. Ministries must conduct a full technical review of product interoperability to demonstrate this requirement. Monetary considerations, such as training or implementation costs related to the use of a new COTS product(s), are not sufficient justification for a non‐competitive procurement process.

9.6 Custom Software Development



With defined exceptions, suppliers may own the intellectual property rights in custom software procurements. Ministries must obtain approval from their Cluster CIO to invoke an exception for Crown ownership of intellectual property rights in custom software procurements (see Guidelines for Ownership of IP in Custom Software Development).

9.7 Open Source Software

Open source software solutions and proprietary software solutions that contain open source software elements must be acquired in a manner that is consistent with the Procurement Directive, the Information & Information Technology Directive and the MGS Operating Policy on Open Source Software

9.8 Maintenance and Support

Ministries must include the acquisition of maintenance and/or support over the estimated life of the IT installation as part of the Procurement Value. For already installed software or hardware, where maintenance and/or support was not included in the procurement approval or where maintenance and/or support services will expire, Ministries must seek the appropriate procurement approvals for the balance of the intended installation period or next anniversary of the installation when maintenance and/or support will be required.

9.9 Agreement Terms and Conditions

Ministries must implement and consistently apply updated Agreement terms and conditions in IT procurement documents that are made periodically to align with changes to government policy. Ministries must refer to the MyOPS Supply Chain Management to access templates/Agreement precedents. Ministries must consult with legal counsel regarding their procurement documents including the implementation and application of updated Agreement terms and conditions.

9.10 Lease‐Purchase Agreements

Goods that are the subject of a lease‐purchase Agreement, where payments are partially or totally credited to the purchase, do not require an open competitive procurement to complete the purchase since this is the completion of an existing procurement process.

10 LARGE PROJECTS

In addition to the requirements set out in the Procurement Directive, Ministries must adhere to the following requirements specific to Large Projects.

10.1 Procurement Planning for Large Projects

When undertaking procurements related to complex projects involving either IT and/or significant transformation of ministry business processes and operations, Ministries must ensure that a procurement plan is developed and implemented. The project procurement plan must be appropriate to and aligned with the key business objectives of the project and provide sufficient detail of all required procurements to successfully meet the key business objectives. Ministries may consider sub‐dividing a project‐related procurement(s) into several smaller procurements for the purposes of complexity, size, uncertainty, or improved management control but not to circumvent approval authorities.

To maximize alignment with the business objectives, the procurement(s) should be conducted by project team members responsible for both project delivery and Agreement management and



supported by procurement experts. In this regard, the procurement experts should play an advisory role to the project team. Ministries must also consider the use of a Fairness Commissioner to ensure the consistent application of the procurement processes. Where Ministries use a Fairness Commissioner, they must be engaged throughout the entire procurement process.

When developing the project procurement plan, Ministries must ensure that all of the mandatory requirements of this Directive are addressed. Ministries must also refer to MyOPS, Project Management Centre of Excellence (PMCOE) and the Office of the Chief Corporate Information Officer intranet site for more information on managing Large Projects in the OPS.

10.2 Separation of Design and Build in Procurement Process

For procurements that involve design and build phases, Ministries must separate these phases in the procurement process. This can be accomplished by conducting a single procurement with the build phase being subject to the successful completion of the design phase or by conducting separate procurements.

Where Ministries determine it appropriate to conduct a single procurement, whereby the same vendor would provide both design and build services, Ministries must validate the satisfactory completion of the design phase before proceeding with the build phase. Ministries must ensure that the procurement documents, especially the Agreement, clearly outline the criteria by which satisfactory completion will be measured. Ministries must consult with, and provide direction to, ministry legal counsel regarding the appropriate completion and approval criteria for the procurement.

Ministries must ensure that appropriate design review and approval by the project governance structure occurs prior to proceeding to the build stage.

Where Ministries conduct separate procurements for the design phase and the build phase of a project, Ministries must determine whether or not the successful vendor(s) at the design phase will be permitted to participate in the build stage and clearly indicate this in the design phase procurement documents. As appropriate, Ministries are encouraged to allow the successful design vendor(s) to bid on the build phase. Ministries must provide full disclosure of the design and the design vendor(s) in the build phase procurement documents including whether or not the successful design vendor(s) are permitted to bid. Ministries must also ensure all interested vendors have access to the same information made available to the successful design vendor(s). Ministries must do this either through the procurement documents or other mechanisms such as a reading room accessible to all vendors interested in responding to the procurement.

11 RESPONSIBILITIES

Management Board of Cabinet

i. Periodic review of this directive to ensure it continues to serve the government’s procurement strategy.

ii. Approve unfunded and/or non‐competitive procurements valued at $1M or more and all procurements valued at $10M or more for Ministries.

iii. Approve non‐competitive Consulting Services procurements valued at $1M or more for Other Included Entities.

iv. Approve exemptions from the mandatory requirements contained in this Directive.



Minister of Government Services

i. Administer Ontario’s Trade Agreements.

ii. Periodically make recommendations to MBC on updating this Directive.

Ministers

i. Approve in writing, any submissions to TB/MBC.

ii. Approve in writing, in conjunction with the Deputy Head, the use of all noncompetitive procurement processes for Consulting Services irrespective of value for Ministries.

iii. Approve in writing, in conjunction with the Deputy Head, Agreement ceiling price increases for Consulting Services that would cause the total Agreement value to reach or exceed $750,000.

iv. Approve in writing, in conjunction with the Deputy Head, the use of all noncompetitive procurement processes for Consulting Services valued at $100,000 and up to $1M or more for Other Included Entities.

Deputy Minister of Government Services

i. Support the Minister of Government Services in the administration of Ontario’s Trade Agreements including receiving and directing complaints relating to Ontario's Trade Agreements to the appropriate ministry or ministries for response and resolution.

ii. Receive, consolidate and transmit procurement reports as required by Ontario's Trade Agreements.

iii. Maintain appropriate procurement mechanisms including electronic tendering systems as central common services to Ministries.

iv. Provide, on request, assistance to Ministries in the development of the appropriate organization structures and processes to facilitate the planning, acquisition and management of goods and services.

v. Sponsor and co‐ordinate government wide initiatives to achieve improvements in the planning, acquisition and management of goods and services.

vi. Publish and disseminate to Ministries policies and guidelines to enable the government to achieve its objectives in the area of environmental procurement.

vii. Administer the disposal of all government owned movable assets and consumable supplies except assets transferred between Ministries, consumable supplies returned for credit or where specific legislation to the contrary exists.

viii. Evaluate the effectiveness of this Directive and make recommendations to Management Board of Cabinet on required changes to this Directive.

ix. Negotiate, establish and maintain the corporate Contract for general purpose charge/credit and travel cards on behalf of the government.

Deputy Minister of Finance

i. Maintain and enforce the controllership standards and guidelines for general purpose charge/credit and travel cards on behalf of the government.



ii. Establish an appropriate organizational structure/process to verify, prior to Contract award and annually for multi‐year Contracts, the accuracy of declarations from bidders made in accordance with Section 7.2 that their Ontario taxes are in good standing.

iii. Apply any unpaid Contract proceeds to outstanding tax liabilities if a vendor becomes non‐compliant with the Ontario tax statutes during the term of a Contract.

Deputy Minister of Revenue

i. Designate a point of contact within the Ministry of Revenue for bidders to query their tax status with the Ontario government and dealing with any vendor complaints arising from application of the process.

Secretary of Management Board of Cabinet

i. Provide advice to the Management Board of Cabinet on ministry requests for any required approval or exemption from the mandatory requirements of this directive.

Deputy Heads

i. Ensure compliance with the mandatory requirements of this Directive.

ii. Formally delegate the authority and responsibility for approvals concerning this directive and the Purchasing Card to appropriate levels of management within the ministry. This authority may not be delegated for non‐competitive Consulting Services procurements irrespective of value.

iii. Approve in writing, in conjunction with the Minister, the use of all non‐competitive Consulting Services procurement processes irrespective of value for Ministries.

iv. Approve in writing, in conjunction with the Minister, the use of all non‐competitive Consulting Services procurement processes valued at $100,000 and up to but not including $1M for Other Included Entities.

v. Approve in writing, in conjunction with the Minister, any submissions to TB/MBC.

vi. Approve in writing, submissions to Supply Chain Leadership Council for goods, non‐consulting services and open competitive Consulting Services.

vii. Approve in writing, in conjunction with the Minister, submissions to Supply Chain Leadership council for non‐competitive Consulting Services.

viii. Establish appropriate ministry organization structures, systems, policies, processes, procedures, including regular staff training, to enable the responsible and effective management of the procurement of goods and services.

ix. Ensure ministry participation on the Supply Chain Leadership Council, as requested by the Deputy Minister of Government Services.

x. As appropriate, provide approved mandatory central common services to Ministries and administer, publish and disseminate policies and guidelines for the management of any central common service which has been delegated to that Deputy Head.

xi. Make employees aware of post‐service restrictions regarding conflict of interest.



xii. Establish the appropriate controls and checks required for the integrity of the Purchase Card process including appointing a Ministry Purchasing Card Coordinator to act as liaison between employees, the Purchasing Card Service Provider and the Ministry of Government Services.

xiii. Investigate and respond expeditiously to vendor and government complaints arising from the obligations of Ontario's Trade Agreements.

xiv. Comply with all applicable enterprise‐wide corporate information technology standards approved by the Management Board of Cabinet.

xv. Approve the Consulting Services and Trade Agreement Reports prior to submission to the Ministry of Government Services.

xvi. Approve in writing the use of follow‐on Agreements for Consulting Services.

xvii. At the Deputy Head discretion, delegate authority to an appropriate ministry official to approve the selected vendor and proposed Agreement for Consulting Services valued at or above $100,000 and up to but not including $750,000.

xviii. Approve in writing the selected vendor and proposed Agreement for Consulting Services valued at or above $750,000.

xix. At the Deputy Head discretion, delegate authority to an appropriate ministry official of Agreement Ceiling Price Increases for Consulting Services valued at less than $750,000.

xx. Approve in writing, in conjunction with the Minister, Agreement Ceiling Price increases for Consulting Services that would cause the total Agreement value to reach or exceed $750,000.

Supply Chain Leadership Council

i. Approve competitive funded procurements valued between $1M and up to but not including $10M.

ii. Approve non‐competitive Consulting Services valued between $500,000 and up to but not including $1M.

iii. Provide advice to MBC on ministry requests for unfunded procurements, all procurements valued at $10M or more, non‐competitive procurements valued at $1M or more, and exemptions from the mandatory requirements of this directive.

Cabinet Office

i. Approve the commissioning of all public opinion polls and market research studies and all questions added on by a ministry to non‐commissioned polls.



Appendix A ‐ Central Common Services

Mandatory Service Description (if applicable)

Supplier Ministry Division/Branch (if applicable)

Advertising Includes advertising, public and media relations and creative communication services but not recruitment advertising

Government Services

Advertising Review Board

Air Transportation Provision/arrangement of non‐scheduled air transportation or specialty air transportation for authorized travel on government business

Natural Resources Aviation and Forest Fire Management

Asset Disposal Disposal of movable assets (except vehicles), including government‐owned computers

Government Services

Ontario Shared ServicesGeneral Administrative Services

Common Applications and Services

Enabling Software Services, Enterprise Common Application Services, and Components, Utilities and Tools Services

Government Services

Office of the Corporate Chief Infrastructure Technology Services, OCCIO

Computer Services Network, help desk, data centre, and server management

Government Services

Office of the Corporate Chief Infrastructure Technology Services, OCCIO

Drugs and Related Medical Supplies for Human Use

Provision of drugs and related medical supplies for use in the diagnosis, treatment, mitigation or prevention of any disease, disorder, abnormal physical state, or symptoms thereof in humans and for restoring, correcting or modifying any human organic function.

Health and Long‐term Care

Ontario Government Pharmaceutical and Medical Supply Services

Financial Services As outlined in the OPC Financial Policies

Government Services

Ontario Shared Services Financial Transaction Services

Government Contributions to Employee Benefit

Government Services

Ontario Shared Services Business Support Services





Plans

Government Motor and Passenger Vehicles

Acquisition, disposal and management

Government Services

Ontario Shared Services Supply Chain Management

Government Telephone Directory

Production of government telephone directory

Government Services

ServiceOntario Access and Inquiry Services

Insurance and Risk Management Services

Government Services


Legal Services Acquisition of legal services Attorney General Legal Services

Media Purchase of space and time in the domestic media

Government Services

Advertising Review Board

Non‐Commissioned Opinion Polls

Non‐commissioned polls are quantitative public opinion surveys conducted independently of the Ontario Government by private organizations. The results of such surveys, with or without questions added by another party, might be obtainable by a ministry or agency.

Government Services

Communication Services

Payroll Services Provision of CORPAY system Government Services

Ontario Shared ServicesBusiness Support Services

Real Property and Accommodation Services

Realty advise and portfolio planning, property management and client services, transaction and project management

Ontario Realty Corporation

Recruitment Advertising

Provision of recruitment advertising

Government Services

Centre for Leadership and Human Resources Management

Statistics Canada Prescribed Data

As prescribed by Agreement, memorandum of understanding, or Sections 10 and 11 of the Statistics Act

Finance Economic and Revenue Forecasting and Analysis





Translation Services (1)

Provincial statutes, regulations, and French language wills that affect interests in land

Attorney General Legislative Counsel

Translation Services (2)

Setting, maintaining, and distributing French official government terminology and providing guidelines on preferred usage in French. Ministries must comply with the English‐French and French‐English Translation and Proofreading Services Operating Policy

Government Services

Ontario Shared Services General Administrative Services

Travel Services Management of corporate Agreements for travel services including ticketed transportation, accommodation and car rental requirements

Government Services

Ontario Shared ServicesSupply Chain Management

Voice Telecommunication equipment and services

Includes telephone (Centrex, PBX, electronic key), voice processing (voicemail, audiotex, auto attendant, interactive voice response), long distance (inbound, outbound, calling card) and other miscellaneous services (audio conferencing, T‐1)

Government Services

Office of the Corporate Chief Infrastructure Technology Services

Workforce Information Network

Provision of Workforce Information Network

Government Services

Ontario Shared ServicesBusiness Support Services

Optional Service Description (if applicable)


Actuarial Services Government Services

Human Resources Division

Mass Mailing Services

Government

Services




Optional Service Description (if applicable)


Records Storage Government

Services

Archives of Ontario



Travel, Meal and Hospitality Expenses Directive

Management Board of Cabinet

November 2004 Revised: August 2006 Revised: April 1, 2010 Corporate Policy Branch Human Resource Management and Corporate Policy Division, HROntario Ministry of Government Services MBC Travel, Meal and Hospitality Expenses Directive April 1, 2010 2/39

1.0 PURPOSE

The purpose of this Directive is:

to set out rules and principles for the reimbursement of expenses to ensure fair and reasonable practices;

to provide a framework of accountability to guide the effective oversight of public resources in the reimbursement of expenses; and

to set the parameters for the public disclosure of information about expenses.

APPLICATION AND SCOPE

This Directive sets out the rules for managing travel, meal and hospitality expenses for

the government of Ontario, including its classified agencies and other entities identified

by legislation. They apply to:

all ministries and their employees;

all classified agencies and their employees and appointees;

all consultants and contractors to ministries or to classified agencies; and

all organizations (i.e., “public entities”) prescribed by regulation under the Public Sector Expenses Review Act, 2009 and their designated persons as prescribed.

The following definitions apply for the purpose of this Directive:

Each of the above form part of what is considered government.

Claimant refers to any person making a claim under the terms of this Directive.

Approver refers to the person with the authority to make approvals under this Directive.

Chief Executive Officer (CEO) refers to the head of operations at agencies and organizations.

Chair refers to the person appointed as the head of an agency/organization and who is accountable to the Minister, regardless of whether the title “chair” is used.

OPS employees refers to employees of ministries and of classified agencies that are Commission public bodies (i.e., employees appointed under Part III of the Public Service of Ontario Act, 2006).



This Directive further amends or revises the Travel, Meal and Hospitality Expenses Directive dated November 2004 (revised August 2006), and supersedes that version of the document, including the Addenda dated July and October 2009.

In the event of a conflict or inconsistency, this Directive prevails over a memorandum of understanding (MOU) between a minister and the head of an agency/organization, particularly where the MOU contains less stringent requirements.

This Directive does not prevail over legislation or a collective agreement.

2.0 PRINCIPLES

Taxpayer dollars are used prudently and responsibly with a focus on accountability and transparency.

Expenses for travel, meals and hospitality support government objectives.

Plans for travel, meals, accommodation and hospitality are necessary and economical with due regard for health and safety.

Legitimate authorized expenses incurred during the course of government business are reimbursed.

Best practices are in place, including:

‐ Prior approval to incur expenses is obtained.

‐ Other options for meetings are always considered before travel is approved, including audio or video conferencing.

‐ Corporate travel cards are used for authorized business travel and business related expenses.

‐ The government’s vendors of record for travel‐related services are used whenever possible.

3.0 MANDATORY REQUIREMENTS – GENERAL

Written approval is required for the following before any arrangements are made. Use the appropriate form, if available.

‐ International travel (approval form for employees in ministries and Commission

public bodies), and

‐ Hospitality events involving alcohol (approval form for ministries), (approval form

for agencies/organizations).

Alcohol cannot be claimed and will not be reimbursed as part of a travel or meal expense.

Hospitality is provided only when the event involves people from outside the government. Functions involving only people who work for the government (all those covered by this Directive) are not considered hospitality functions.

Expenses for a group can only be claimed by the most senior person present – expenses cannot be claimed by an individual that are incurred by his/her approver (e.g., a director cannot submit his/her ADM’s claim for lunch even if they were at the same event).

Information about expenses must be posted on the appropriate public websites for the following:



‐ designated senior managers in ministries (see the public disclosure website);

‐ designated persons prescribed by regulation under the Public Sector Expenses

Review Act, 2009; and

‐ designated persons in designated classified agencies.

Good record‐keeping practices must be maintained for verification and audit purposes.

Claimants must:

obtain all appropriate approvals before incurring expenses; if no prior approval was obtained, then a written explanation must be submitted with the claim;

submit original, itemized receipts with all claims (credit card slips are not sufficient). If there is not an itemized receipt, a written explanation must be submitted to explain why the receipt is unavailable and a description itemizing and confirming the expenses must be provided;

submit claims by the end of the quarter following the quarter in which the expense was incurred; a written explanation is required if not submitted within this timeframe;

submit claims for expenses before leaving positions with a ministry or agency/organization.

Approvers must:

provide approval only for expenses that were necessarily incurred in theperformance of ministry or agency/organization business;

provide approval only for claims that include all appropriate documentation (e.g., original itemized receipts);

not approve their own expenses.

Note that should there be a situation where there is an overpayment to a claimant, it is considered a debt owing to the government and must be repaid.

4.0 ACCOUNTABILITY FRAMEWORK

This Directive sets out the approval authority for travel, meals and hospitality expenses. In some cases, the level of approval is identified and also whether the authority can be delegated. In other cases, a requirement is stated (e.g., prior approval is required) without identifying an approval level. Where no approval level is identified, ministries and agencies/organizations have the flexibility and discretion to establish their own level and to address possible delegation.

A deputy minister or CEO has the authority to establish additional rules regarding expenses. Any additional rules must be consistent with those laid out in this Directive and be necessary to meet specific operational needs. These rules do not replace any rules in this Directive, nor can they substitute higher rates of reimbursement for kilometres or meals. Additional rules must include the date of approval and must be accessible to everyone covered by the rules.



In addition, a deputy minister or CEO may modify the level of approval upward to a more senior level when authority is assigned to a manager/supervisor or contract manager.

For ministries, the authority to approve the reimbursement of expenses is set out in IFIS and iExpenses (based on each ministry’s delegation of authority).

Agencies/organizations that do not have access to IFIS and iExpenses, should follow their own internal approval practices.

4.1 Managerial Discretion

For the purpose of this Directive, managerial discretion is the administrative authority to make decisions and choices with some degree of flexibility, while maintaining compliance with this Directive. There is no discretion to depart from the principles and the mandatory requirements of this Directive. All decisions should be taken very carefully.

When exercising discretion, the rationale must be documented and filed with the claim.

Approvers are accountable for their decisions, which must be:

subject to good judgment and knowledge of the situation;

exercised in appropriate circumstances; and

comply with the principles and mandatory requirements set out in this Directive.

For additional explanation on the exercise of managerial discretion, see the Tip Sheet on this topic.

When a situation arises and discretion needs to be exercised, approvers should consider whether the request is:

able to stand up to scrutiny by the auditors and members of the public

properly explained and documented

fair and equitable

reasonable

appropriate

It is the responsibility of both the approver and the claimant to work out appropriate arrangements which would meet the test of being fair and equitable.

Exemption

Only Treasury Board/Management Board of Cabinet (TB/MBC) can grant an exemption from all or part of this Directive. Ministries can apply for an exemption by bringing forward a business case to TB/MBC.

4.2 Public Disclosure of Expenses

Information about expenses must be posted on the appropriate public websites for the following:

‐ designated senior managers in ministries (see the public disclosure website);

‐ designated persons prescribed by regulation under the Public Sector Expenses Review Act, 2009; and

‐ designated persons in designated classified agencies.



The website for public disclosure of information about expenses for senior managers in ministries is on the main government website (www.ontario.ca). Agencies/organizations will use their own websites for public disclosure.

Information about the procedures for posting on the public websites is found in the public disclosure of expenses section of the FAQs. It includes information on:

the types of expenses to be disclosed,

the details of each expense to be disclosed, and

the timing for updates to the public disclosures.

5.0 TRAVEL

This Directive applies whenever travel is required.

For the purpose of this Directive, travel does not refer to a person’s regular commute to work – expenses related to a person’s regular commute are not reimbursable (see FAQs).

5.1 When travel is a part of the job

There are some jobs where frequent travel is a requirement – part of the regular job duties.

On hiring, managers should ensure staff are aware of the Directive and how it will affect their job. In these situations, approvers should meet with the employee to determine appropriate strategies (e.g. pre‐approval for frequent or regular travel, when meals can be reimbursed, use of vehicles, etc.). (See FAQs)

Ministries and agencies/organizations with jobs that require regular travel need to ensure that the Directive is utilized in a consistent manner so that managers and employees have a common understanding of how the Directive is applied.

5.2 When travel occurs every now and then

In the majority of positions in government, travel usually occurs irregularly on an as needed basis; for example, to attend training, meetings, conferences or consultations; representing the government at an event; etc. In some cases, employees will be asked by their managers to travel, and in others, the request may come from the employee.

5.3 Approvals for Travel

The following charts identify the level for approvals for travel1 for everyone covered by this Directive. In many cases, the authority for approval may be delegated. See below

(section 5.4) for information on delegation of authority.

Chart 1: ministries

Chart 2: classified agencies whose employees are appointed under Part III of the

Public Service of Ontario Act, 2006 (PSOA) (Commission public bodies)

1 Note that these are the levels for approving travel, not for approving any expenses related to travel. Approval of expenses rests with the individuals in organizations that have financial approval authority (either through the financial delegation of authority for OPS employees, or other applicable mechanism in other organizations.)



Chart 3: other agencies/organizations whose employees are not governed under Part III of the PSOA (includes the organizations prescribed under the Public Sector Expenses Review Act, 2009)

Special Status for International Travel

For some agencies/organizations, the requirement to travel internationally may be considered integral to their business. To ensure that the approvals process does not have an undue negative effect on the ability of the agency/organization to conduct business, these agencies/organizations may have the opportunity to request special status that would allow the chair to approve international travel instead of the positions listed in Chart 2 or 3.

Only Treasury Board/Management Board of Cabinet (TB/MBC) can approve special status. Ministries can apply for special status on behalf of their agencies by bringing forward a business case to TB/MBC. If TB/MBC approves special status, the chair may approve international travel or delegate approval authority to the CEO, with no further delegation.

Should the business of an agency/organization with special status change significantly, the ministry must reapply to TB/MBC for special status on behalf of the agency/ organization, if appropriate.

For more information on this process and for the approval levels within agencies/organizations once special status is granted, see Appendix A.

Approval for Travel Plans

Chart 1

Level of Approval Required in Ministries

Role Travel in Ontario2 Travel in Canada and continental USA

International Travel

Deputy Minister N/A3 N/A3 Secretary of The Cabinet

Employee Manager/Supervisor4 Deputy Minister Secretary of The Cabinet

Consultant Contract Manager Deputy Minister Secretary of The Cabinet

Chart 2

Level of Approval Required in Agencies whose Employees are Appointed under Part III of the Public Service of Ontario Act, 2006 (PSOA) – Commission Public Bodies



Chair N/A3 N/A3 Minister

Appointee Chair Chair Minister



Level of Approval Required in Agencies whose Employees are Appointed under Part III of the Public Service of Ontario Act, 2006 (PSOA) – Commission Public Bodies



CEO N/A3 N/A3 Secretary of The Cabinet

Employee Manager/Supervisor4 CEO Secretary of The Cabinet

Consultant Contract Manager CEO Secretary of The Cabinet

2 Travel within Ontario includes traveling:

‐ to the National Capital Region (Ottawa/Gatineau)

‐ outside the province when it provides a more economical route between provincial destinations.

3 Given the level of responsibility, no approvals are required.

4 According to the ministry’s or agency/organization’s delegation of authority.

5.4 Delegation of Authority for Travel Approvals

The following chart provides direction on when and how the authority for approving

travel requests can be delegated.

Position with approval authority

Can authority be delegated? Restrictions if delegated?

Minister Yes, but not for Chairs and AppointeesFor others, limited to Deputy Ministers, no further delegation

Subject to limitations/requirements identified by the Minister

Secretary to the Cabinet

Yes, but not for direct reportsFor others, delegation limited to:

A Deputy Minister for his/her ministry and the Commission public bodies that report to the ministry, no further

delegation and/or

either of the Secretaries of TB/MBC for some or all ministries and Commission public bodies, no further delegation

Subject to limitarinos/requirements identified by the Secretary of the Cabinet

Deputy Minister (DM) Yes, but not for direct reportsfor others, delegation limited to the ADM‐level or above, no

further delegation

Subject to limitations/requirements identified by the DM

Chair Nointention is that the authority be exercised at this level

n/a



Position with approval authority

Can authority be delegated? Restrictions if delegated?

Chief Executive Officer (CEO)

yes, but not for direct reportsfor others, delegation limited to the CFO or equivalent level, no

further delegation

Subject to limitations/requirements identified by the CEO

In the case where individuals are temporarily acting in positions with approval authority, they can exercise the full authority of the position provided that they do not approve their own travel plans or expenses. (see FAQs).

5.5 Before Travelling

There is a process to follow for all people wishing to be reimbursed for travel expenses.

Obtain prior written authorization required for international travel. Ministry and Commission public body employees should use the appropriate request form.

As a best practice, obtain prior approval for any travel (note that for ministry employees, there is a form available for travel within Canada and the continental USA).

Whenever possible, use the government’s designated vendor of record service providers. OPS employees can access these and online booking tools through MBC Travel, Meal and Hospitality Expenses Directive April 1, 2010 12/39 MyOPS Travel Online. For information on access to these tools for ministries and agencies/organizations, see the FAQs.

If there is a change in your itinerary, you should:

o report any changes to your approver as soon as possible; and

o submit any changes through the travel management company or, if appropriate, an alternate travel agency.

If you are eligible to use the corporate travel card, use it wherever possible to pay for your travel expenses.

o If you are a ministry employee, information about the rules and applications for the corporate travel card can be found at MyOPS under Travel Card Services

o Others should check with their agency/organization the availability of a corporate travel card.

Secure passports, visas, immunizations, medications, as appropriate before you travel.

Consult with your approver to ensure that your travel arrangements include accommodation for any special needs.

Until the time that loyalty points can be accumulated through the government corporate travel card, participation in frequent flyer or other loyalty programs is permitted provided that you:

‐ choose the most cost‐effective accommodation or method of travel;

‐ use the corporate travel management company to book your method of travel;

and



‐ use the corporate travel card to pay for all travel expenses.

Loyalty points can be redeemed at the user’s discretion; however, they cannot be redeemed for cash by using the points for business purposes and then submitting a claim for reimbursement.


If travelling internationally (outside Canada and the continental USA), in addition to the obligations set out elsewhere in this Directive, the following rules apply.

Requests for international travel must include:

prior written approval ; ministry and Commission public body employees should complete the Request for Approval for International Travel form;

acknowledgement that all appropriate approvals are in place;

written rationale demonstrating critical value of travel for government/organizational priorities and interests, and details how the travel will produce a benefit for the province;

documentation showing detailed itemization of anticipated expenses (note that the lowest cost and most reasonable method of travel must be used);

ministry or agency/organization confirmation of any travel warnings by the Federal Department of Foreign Affairs and International Trade related to proposed travel. (see FAQs)

On an international flight, business class seating may be permitted with prior approval of the deputy minister or CEO. (see FAQs)

When planning any travel, consider business continuity (e.g., deciding whether senior management or people with specialized knowledge or expertise should travel together).

Insurance

OPS employees can find information on insurance on MyOPS Travel Online. Others should check with their agency/organization for direction on insurance.

Medical and Health Insurance

Eligible OPS employees5 are covered under the employer’s health insurance plans in the event of illness or injury. The cost of additional private medical/health insurance will not be reimbursed for travel within Canada.

Other agency/organization employees, appointees and consultants should speak to their ministry or agency/organization to assess their coverage for medical and health insurance within Canada.

Traveling outside of Canada

You are responsible for arranging appropriate out‐of‐country medical insurance.

For ministry employees, this cost is reimbursable and can be charged on the corporate travel card.

When purchasing out‐of‐country medical insurance, it is advised that you also purchase the option that allows for immediate payment of costs at the time of the incident (i.e., up‐front payment option).

Agency/organization employees, appointees and consultants should speak to their ministry or agency/organization about reimbursement for out‐of‐country insurance.



________________________________

5 For information about eligibility for medical, health and travel accident insurance coverage, see the HR OpenWeb and relevant collective agreement, as appropriate.

Travel Accident Insurance

Eligible OPS employees have basic insurance for accidental injury or accidental death. Extra insurance may be arranged at the traveler’s expense – it will not be reimbursed.

Other agency/organization employees, appointees and consultants should speak with the ministry or agency/organization to assess their coverage for travel accident insurance. Vehicle Insurance

For Ministry Employees

The corporate travel card benefits include insurance that covers the cost of repairing the damage to approved vehicle types rented using the travel card. Therefore, if you have a corporate travel card you must use it to rent a vehicle and you should decline the collision damage waiver offered by the rental agency. (see FAQs)

If you do not have a corporate travel card, or you rent a vehicle that is not eligible for coverage under the card, you should purchase the collision damage waiver coverage offered by the rental company. The insurance costs can be claimed as a travel expense. For more information, go to Travel Card Services on MyOPS.

For Agencies/Organizations

Agencies/organizations should check the coverage on any corporate travel cards.

Using a Personal Vehicle

If you use your personal vehicle while on government business, the following apply.

‐ The vehicle must be insured at the vehicle owner’s expense for personal motor vehicle liability.

‐ It is the driver/owner’s responsibility to ensure that the motor vehicle insurance includes coverage for business use of the vehicle.

‐ The government will not reimburse the costs of insurance coverage for business use, physical damage or liability.

‐ The government is not responsible for reimbursing deductible amounts related to insurance coverage.

‐ In the event of an accident, you will not be permitted to make a claim to the government for any resulting damages.

5.6 Transportation – How to Get There



Ministry employees should make travel reservations through the government’s travel management company (see Appendix B) or book online through MyOPS Travel Online.

Use the government’s travel management company, when booking airfare or making multiple travel arrangements in combination with airfare.

Use the online booking tools for travel arrangements other than airfare (e.g., rail, hotel, rental car).

Agency/organization employees and appointees may telephone the government’s travel management company directly (see Appendix B). Where an agency/organization has an established relationship with an alternative travel agency, it may make reservations with that travel agency as appropriate.

Airplane

Air travel is permitted if it is the most practical and economical way to travel.

Economy (coach) class is the standard option for ticket purchase. Travel in business class must have prior approval by the deputy minister or CEO, and may be considered in the following circumstances (see FAQs):

on international flights; or

on flights within Canada and the continental United States of America if related to the provision of reasonable accommodation (e.g., health reasons).

In some cases, ministry employees may need to use government‐owned and charter aircraft. This is managed through the Ministry of Natural Resources. On an annual basis, deputy ministers provide the Ministry of Natural Resources with a list of staff authorized to requisition this type of transportation for government business.

Train

Travel by train is permitted when it is the most practical and economic way to travel.

A coach class economy fare is the standard.

Business class may be acceptable with prior approval in limited circumstances such as:

the need to work with a team;

choosing a travel time that allows you to reduce expenditures on meals or accommodation (e.g., compare an economy (coach) class ticket plus a meal, with the cost of a ticket for VIA 1, where the meal is included);

Accommodation requirements; and

health and safety considerations.

International train travel should be at the Canadian equivalent to coach class.

Vehicle

Choosing the Appropriate Vehicle

When road transportation is the most practical, economical way to travel, the order of preference is:

government vehicle

rental vehicle



personal vehicle, if it is more economical than a rental vehicle

If you travel frequently as part of your job, these arrangements should be made when you are hired.

Use of a personal vehicle must be discussed in advance with your approver. The government will assume no financial responsibility for the use of your own vehicle other than paying the kilometric rate.

Government Vehicle

Government vehicles may be:

used only for government business; and

operated only by someone with a valid Ontario driver’s license for the appropriate class of motor vehicle.

For ministry employees, government vehicles can be operated only by people authorized under the MTO Motor Vehicle Fleet Policy.

You can have a passenger in a government vehicle only if the passenger’s travel is related to government business.

Agency/organization employees, appointees and consultants should follow the rules approved by the agency/organization.

Rental Vehicle

When renting a vehicle, a compact model or its equivalent is required. Any exceptions must be:

documented and approved prior to the rental if possible; and

guided by the principle that the rental vehicle is the most economical and practical size, taking into account the business purpose, number of occupants and safety (including weather) considerations.

Luxury and sports vehicles are prohibited.

To avoid higher gasoline charges, refuel your rental car before returning it.

Ministry employees:

Use the federal rental car directory to find appropriate agencies.

To ensure that the government – as employer – provides liability coverage when you are renting a vehicle in the province on Ontario government business, you must:

‐ name the renter as Her Majesty the Queen in Right of Ontario,

‐ add the name of your ministry, and

‐ list yourself and any other drivers on the rental contract.

‐ You can use a letter confirming that employees must name “Her Majesty the Queen in right of Ontario” as the renter. This letter is available on the MyOPS Travel Online site.

Agency/organization employees, appointees and consultants should follow the rules for renting vehicles approved by the agency/organization.

Personal Vehicle



The ministry or agency/organization assumes no financial responsibility for personal vehicles. The ministry or agency/organization will, however, pay the kilometric rate if you are, with prior approval, using your own vehicle for ministry or agency/ organization business.

If you will be driving more than 200 kilometres in a day, you should consider using either a government or a rental vehicle.

If you are going to drive your personal vehicle for more than five days within a single calendar month – even if you are not exceeding 200 kilometres in a single day – you should consider lower cost options, such as vehicle rental or audio or video conferencing.

The approver must make a decision on the type of vehicle used for travel (personal or rental) based on the frequency of travel as well as the distance per trip. If a decision is made, with your approver, for you to continue using a personal vehicle, both your research and the rationale must be documented.

If using a personal vehicle, keep daily logs to track the business use.

Accident Reporting

All accidents must be reported immediately to local law enforcement authorities and your immediate supervisor. In addition:

If you are using a fleet vehicle, advise the ministry’s fleet coordinator and the fleet management vendor of record as well.

If you are using a rental vehicle, advise the rental car agency and contact the travel card insurance provider to initiate a claim.

If you are using a personal vehicle, advise your own insurer.

Reimbursement and Rates

Rates are based on kilometres accumulated from April 1 of each year (fiscal year).

Rates may be established in a collective agreement, and, if they are not, the rates in this Directive apply.

Expense claims must be submitted with distances calculated in kilometres.

For claimants who can use IFIS/iExpenses, the appropriate rate for reimbursement by kilometre is applied automatically when a claim is submitted electronically through IFIS/iExpenses.

All others should follow their ministry’s or agency/organization’s procedure for claiming kilometre reimbursement.

Total Kilometres Driven per fiscal year Southern Ontario ($ per km) Northern Ontario ($ per km)

0 – 4000 km 0.40 0.41

4001 – 10,700 km 0.35 0.36

10,701 – 24,000 km 0.29 0.30

More than 24,000 km 0.24 0.25

Accumulated kilometres must be transferred with a claimant when moving within government to another job, ministry or agency/organization.



Reimbursement rates for personal vehicles driven outside Ontario will be at the rates for southern Ontario.

A description of the boundary between northern and southern Ontario can be found in the FAQs.

Parking and Tolls

Reimbursement is provided for necessary and reasonable expenditures on parking, as well as tolls for bridges, ferries and highways, when driving on government business.

Parking costs incurred in the office area as part of a regular commute to work will not be reimbursed.

There is no reimbursement for traffic or parking violations.

Taxis

Prior approval to use a taxi should be obtained whenever possible.

Taxis may be justified in cases where:

group travel by cab is more economical than the total cost of having individuals travel separately by public transit or shuttle; or

taking a cab allows you to meet an unusually tight schedule for meetings (see FAQs).

Taxis may not be used to commute to work or home except under exceptional circumstances; for instance:

weather, health or safety conditions indicate it is the best, appropriate option; or

transport of work‐related baggage or parcels is required.

Public Transit

Local public transportation including hotel/airport shuttles should be used wherever possible.

5.7 Accommodation

In the normal conduct of business, reimbursement for overnight accommodation within your office area will be neither authorized nor approved. However, in emergency or highly unusual situations exceptions will be considered. For example:

‐ You are required to remain close to your office for periods long in excess of (your)

standard working hours.

‐ Your services are deemed necessary (and approved accordingly) for the purposes

of emergency or crisis management.

There will be no reimbursement for hotel suites, executive floors or concierge levels when traveling.

Reimbursement will be made for single accommodation in a standard room.

Use the federal online accommodation directory which provides information on service providers offering government rates. If you do not have access to the directory, use the rules in your workplace. (See FAQs)



For extended stays at a single location, accommodation must be arranged with prior approval. This will take advantage of lower weekly or monthly rates.

Penalties incurred for non‐cancellation of guaranteed hotel reservations are the claimant’s responsibility and may be reimbursed only in an exceptional circumstance.

Private stays with friends or family are acceptable, and a cash payment or gift may be provided to the friends or family:

A maximum of $30 per night is allowed for accommodation including any meals with friends or family, in lieu of commercial accommodation. Instead of a receipt, you must submit a written explanation describing the purpose of the trip, identifying the host and the number of days you stayed.

The $30 value may be given in the form of a small gift (which must be accompanied by a receipt) or by cash or cheque.

5.8 Other Kinds of Expenses

Cash Advances

If you are an OPS employee, and you need a cash advance and have a corporate travel card, you are required to use the cash advance feature at a banking machine. Others are expected to follow their ministry or agency/organization policy on cash advances.

Passports, Visas and Immunization

You may be reimbursed for:

‐ the cost of a passport if you are traveling to the United States;

‐ the cost of a passport and/or visa, plus the cost of immunizations and medications if necessary, for international travel.

Personal Care

If traveling on business for five consecutive days or more, reimbursement is allowed within reasonable limits for expenses such as:

‐ laundry

‐ dry cleaning

‐ hotel valet services (e.g., shirt pressing, suit steaming, shoe polishing, etc.)

Itemized receipts are required.

You will not be reimbursed for personal or recreational items (e.g., the toothbrush you forgot to bring from home, pay‐per‐view, or items from the mini‐bar).

Tips/Gratuities

You may be reimbursed for reasonable gratuities for porter, hotel room services, and taxis. Keep a record of gratuities paid.

Examples of reasonable amounts for gratuities include:

‐ 10%‐15% on a restaurant meal

‐ 10% on a taxi fare



‐ $2‐$5 for housekeeping for up to two nights in a hotel, up to $10 for a longer stay

‐ $2‐$5 per bag for a porter

Telecommunication

With prior approval, you may use your Blackberry or government cell phone for business purposes when traveling. Speak with your approver to determine what is covered in your Blackberry or cell plan and how your ministry or agency/organization wishes to handle long distance or roaming charges.

Wherever possible, you are expected to use the least expensive means of communication, such as:

‐ calling cards; and

‐ internet access through the local provincial government network.

Use audio or video conferencing whenever possible, as an alternative to travel.

If you are away on government business, reimbursement will made for:

‐ reasonable, necessary personal calls home for each night away; and

‐ additional business expenses, such as:

o business calls

o emergency calls from air or rail phones

o internet connections and computer access charges

o facsimile transmissions

o word processing and photocopying services

o rental and transportation of necessary office equipment

Dependent Care

For the purposes of this Directive, a dependent is a person who resides with the traveler on a full‐time basis and relies on the traveler for care (e.g., a child or parent).

Prior approval for reimbursement of dependent care expenses is required, as well as a written explanation of the circumstances.

If travel is an expected part of your job duties, there is no reimbursement for dependent care expenses. However, expenses may be reimbursed if the travel requirements of your job or personal circumstances change unexpectedly.

Requests for dependent care expenses may be reimbursed under the following circumstances:

if travel is occasional or unexpected, and

if you incur expenses above and beyond your usual costs for dependent care as a direct result of travel.

In these situations, you may be reimbursed for your actual costs up to a daily maximum:

‐ $75/day, if you have a caregiver’s receipt

‐ $35/day, if you provide a written explanation

Home Management



Prior approval for reimbursement of home management expenses is required, as well as a written explanation of the circumstances.

If travel is an expected part of your job duties, there is no reimbursement for home management expenses. However, expenses may be reimbursed if the travel requirements of your job or personal circumstances change unexpectedly.

Requests for home management expenses may be reimbursed under the following circumstances:

if travel is occasional or unexpected, and

if you incur expenses outside of the norm as a direct result of travel.

The type of expenses that may be considered, based on the length of time you are away, could include:

‐ snow removal

‐ grass cutting

‐ mail service

The approver must take into account what constitutes a reasonable situation and expense. For example, timely snow removal might be subject to local by‐laws. In this case, if you are traveling as a regular part of your work you would be expected to have your own arrangement, at your own cost, in place already; however, if you travel only occasionally you might not. This cost could then be considered for reimbursement.

6.0 MEALS

Rules

Alcohol cannot be claimed and will not be reimbursed as part of a travel or meal expense. There are no exceptions to this rule.

Reasonable and appropriate meal expenses may be reimbursed. You may incur a meal expense when you are on government business and you:

are away from the office area (i.e., at least 24 km) over a normal meal period; or

have prior approval for the expense (e.g., a business meeting within the office area that must occur over lunch ‐ see FAQs).

Original, itemized receipts are required and reimbursement must not exceed the actual amount spent. Taxes and gratuities are included in the meal rates.

Reimbursement is for restaurant/prepared food only. Reimbursement for groceries must have prior approval and a written rationale must be submitted with the claim. (See FAQs).

Reimbursement will not be provided for meals consumed at home or included in the cost of transportation, accommodation, seminars or conferences.

If you travel as a regular part of your job, your meals will not normally be reimbursed

unless you have obtained prior approval.

Meal Rates in Canada



Reimbursement for meal expenses incurred in Canada is subject to the maximum rates set out in the chart below. These rates include taxes and gratuities.

Meals Maximum Amount

Breakfast $8.75

Lunch $11.25

dinner $20.00

The rates are not an allowance. They are for individual meals – you must have eaten the meal to be able to submit a claim for reimbursement.

When more than one meal is claimed for any day, you may allocate the combined maximum rates between the meals. For example, if you will be eating both breakfast and lunch, the combined rate is $20.00. This now becomes the maximum rate for the two meals, regardless of what you spend on each meal.

Note that it is not permitted to use a combined maximum rate and not claim for each of the meals. For example, it is not permitted to combine the maximum amounts for breakfast and lunch ($20.00) to claim for brunch. Nor is it permitted to combine the maximum 3‐meal rate ($40.00) if only 2 meals are eaten.

Meal Rates outside of Canada

We use the federal reimbursement rates for meal expenses outside Canada as set out in the appendices of the Treasury Board of Canada Travel Directive, April 1, 2008, or successor directive.

You can find these documents on the federal government website using their alphabetical listing of policies to look up the Travel Directive.

The two relevant appendices are:

‐ Appendix C ‐ Allowances ‐ Modules 1, 2 and 36

‐ Appendix D ‐ Allowances ‐ Module 47

The following chart sets out when and how to use the appendices.

Travel to Rates found in Application for this Directive

USA Appendix C ‐ rates are in US funds (e.g. breakfast rate is $14.45 US)

‐ rates include taxes and gratuities

International (outside Canada and continental USA)

Appendix D ‐ rates are in the funds identified for each country

‐ there are often different rates dependent on the city

‐ rates include taxes and gratuities

6 Modules 1, 2 and 3 are differentiations for federal use only.

7 Module 4 refers to international travel (outside Canada and continental USA).



7.0 HOSPITALITY

What is “hospitality” for the purpose of this Directive? Hospitality is the provision of food, beverage, accommodation, transportation and other amenities at public expense to people who are not engaged in work for the government of Ontario.

Rules

Functions involving only people who work for the government of Ontario are not considered hospitality functions and cannot be reimbursed (see FAQs). This means that hospitality may never be offered solely for the benefit of anyone covered by this Directive: OPS employees, agency/organization employees, appointees or consultants. Hospitality may be extended in an economical and consistent manner when:

‐ it can facilitate government business; and

‐ it is considered desirable as a matter of courtesy or protocol.

Expenses that do not fit the definition of government hospitality will not be reimbursed. Examples of such expenses would be: office social events, retirement parties and holiday lunches.

Prior written approval is required for hospitality events where alcohol will be served (see responsibilities regarding alcoholic beverages, below).

When hospitality is appropriate

Hospitality may be extended on behalf of the government when:

‐ engaging in discussion of official public matters with, or sponsoring formal conferences for:

‐ representatives from other governments;

‐ the broader public sector;

‐ business and industry;

‐ public interest groups; or

‐ labour groups;

‐ providing people from national, international, or charitable organizations with an understanding or appreciation of Ontario and the workings of its government;

‐ honouring distinguished people for exceptional public service in Ontario;

‐ conducting prestigious ceremonies for heads of state, government or distinguished guests from the private sector;

‐ the business of the agency/organization includes hospitality functions; and

‐ other hospitality functions as approved by the Deputy Minister or CEO, providing they conform to the rules listed in this section of the Directive.

Responsibilities regarding alcoholic beverages

‐ Prior written approval is required as follows:

Ministries

‐ from deputy ministers; with no delegation of the authority



‐ If the hospitality event is hosted by the Deputy Minister, the Deputy

Minister must seek prior approval from the Secretary of the Cabinet.

‐ If the hospitality event is planned at the request of the Minister, the

Minister must provide prior, written authorization to the Deputy Minister

to permit the service of alcohol.

‐ Complete the appropriate form.

Agencies/Organizations

‐ from deputy ministers with no delegation of the authority; ministers have

no authority to approve

‐ TB/MBC may provide approval on an agency/organization basis (see

special status below for more information)

‐ Complete the appropriate form.

‐ Reimbursement of alcohol expenses is allowed only when the appropriate approvals are in place.

‐ Hospitality may include the consumption of alcohol at a meal or a reception with invitees as defined above, but only when there is a business case.

‐ Alcohol should be provided in a responsible manner, e.g., food must always be served when alcohol is available. (See FAQs)

‐ Preference should be given to wine, beer and spirits produced in Ontario.

Special Status for Service of Alcohol at Hospitality Events

For some agencies/organizations, the service of alcohol at hospitality events may be considered integral to their business. To ensure that the approvals process does not have an undue negative effect on the ability of the agency/organization to conduct business, these agencies/organizations may have the opportunity to request special status that would allow the chair to approve the service of alcohol at hospitality events instead of the deputy minister.

Only Treasury Board/Management Board of Cabinet (TB/MBC) can approve special status. Ministries can apply for special status on behalf of their agencies/organizations by bringing forward a business case to TB/MBC. If TB/MBC approves special status, the chair may approve the service of alcohol at hospitality events or delegate approval authority to the CEO, with no further delegation.

Should the business of an agency/organization with special status change significantly, the ministry must reapply to TB/MBC for special status on behalf of the agency/ organization, if appropriate.

For more information on this process and for the approval levels within agencies/ organizations once special status is granted, see Appendix A.

Planning the event

‐ Choose the location

o Use a government facility if there is one available and appropriate.

o If a government facility is not available and another is chosen, the deputy



minister or CEO must provide prior approval.

‐ Minimize costs where possible, but have due regard for the guests’ status, the size of the party, and the intended business purpose.

Managing the guest list

‐ The host extending the invitation:

o must document and justify the list of government representatives;

o keep the number of government representatives to a minimum, limiting it to those who have a direct involvement in the business purpose of the event;

o may include the partner of a host or government representative only when required by protocol;

o may reimburse expenses incurred by a partner, as a guest of government hospitality with the following provisions:

‐ may be paid only on authorization by the deputy minister or agency/organization chair

‐ may include costs for travel, event tickets or tours

‐ must be paid directly to the partner concerned.

‐ For hospitality events where guests may include current or prospective vendors of record, approvers must:

o obtain prior approval from senior management; and

o avoid either the actual or perceived preferential treatment of any vendor.

Submitting the claim for reimbursement

‐ All expenses must be documented and include original itemized receipts.

‐ The claim must include event details regarding:

o purpose;

o date(s);

o location;

o type of hospitality (breakfast, lunch, dinner, reception, refreshments, etc.);

o attendees

‐ Ontario government attendees (all people and positions covered by this Directive) listed by name

‐ other attendees listed by name and organization;

o appropriate prior approvals.

Gift‐Giving



Appropriate token gifts of appreciation, valued up to $30, may be offered in exchange for gifts of service or expertise to people who are not engaged in work for the government of Ontario. Gifts valued over $30 must have prior approval.

8.0 EXPENSES FOR CONSULTANTS AND OTHER CONTRACTORS

Consultants and other contractors will not be reimbursed for any hospitality, incidental or food expenses, including:

o Meals, snacks and beverages

o Gratuities

o Laundry or dry cleaning

o Valet services

o Dependant care

o Home management

o Personal telephone calls

In some cases, a contract signed before July 16, 2009 may have permitted reimbursement for the items listed above. In such circumstances, the ministry or agency/organization must strongly discourage the contractor from making a claim for such items.

Claims for Reimbursement of Expenses

Reimbursement for allowable expenses under this Directive can be claimed only when the contract with the government or agency specifically allows for it.

9.0 RESPONSIBILITIES

Employees and Appointees are responsible for:

following the principles and rules set out in this Directive,

being aware of the conflict of interest rules that govern their ministry or agency/organization,

being aware of any relevant statutes, directives, policies and guidelines.

Supervisors and Managers are responsible for:

carrying out any delegated authorities and assigned tasks in accordance with this Directive,

exercising managerial discretion judiciously,

ensuring there is an appropriate records retention system and that documents, including claims and approvals, are maintained and stored,

ensuring staff are aware of the requirements of this Directive,

seeking timely direction when there are questions of application,

taking appropriate action in the case of non‐compliance.

Deputy Ministers and CEOs (or Chairs if appropriate) are responsible for:



ensuring the Directive’s principles and rules are implemented and monitored, including putting in place processes that support the Directive,

delegating approval authority to appropriate levels within the ministry or agency/organization except as restricted in this Directive,

carrying out any delegated authorities and assigned tasks in accordance with this Directive,

ensuring consistent application of the Directive (e.g. for all jobs requiring regular travel),

ensuring that claims are fully documented by running regular spot checks,

ensuring that all persons covered by this Directive are aware of their responsibilities under this Directive and of the appropriate conflict of interest rules,

approving the service of alcohol at hospitality events in agencies/organizations that do not have special status for that purpose granted by TB/MBC (Deputy Ministers only).

Chairs are responsible for:

ensuring all employees and appointees are made aware of their responsibilities under this Directive,

ensuring the Directive is applied and monitored appropriately,

ensuring that staff with delegated authority are able to effectively apply this Directive.

Ministers are responsible for:

approving international travel by persons in agencies/organizations, as appropriate, that do not have special status for that purpose granted by TB/MBC,

delegating approval authority to Deputy Ministers as set out in the Directive, � providing written authorization to deputy ministers if ministers want alcohol served at a ministry hospitality event.

Deputy Minister, Ministry of Government Services is responsible for:

interpreting this Directive and providing advice, guidance, educational materials and information, � establishing and managing corporate contracts for travel services including ticketed transportation, accommodation and vehicle rental,

overseeing the insurance and risk management function of the government,

negotiating and managing the services agreement for the corporate travel card.

Deputy Minister, Ministry of Finance is responsible for:

maintaining and enforcing controllership standards and guidelines for corporate travel card for use by OPS employees.

Secretary, Management Board of Cabinet is responsible for:

specifying any reporting requirements, monitoring the application of the Directive and recommending improvements, � reviewing this Directive every two years to identify possible adjustments or amendments,



designating the senior managers in ministries required to disclose their expense information on the public website, � carrying out any delegated authorities and assigned tasks in accordance with this Directive.

Secretary, Treasury Board is responsible for:

carrying out any delegated authorities and assigned tasks in accordance with this Directive.

Secretary of the Cabinet is responsible for:

approving the travel plans and expenses of the deputy ministers as set out in this Directive,

approving international travel by persons in ministries,

approving international travel by persons in Commission public bodies, as appropriate, that do not have special status for that purpose granted by TB/MBC,

approving the service of alcohol at a hospitality event hosted by a deputy minister,

delegating approval authority to Deputy Ministers and to the Secretaries of Treasury Board and Management Board of Cabinet as set out in this Directive,

submitting her or his own expenses to the Conflict of Interest Commissioner for approval.

Treasury Board/Management Board of Cabinet (TB/MBC) is responsible for:

setting government policy on travel, accommodation, meals and hospitality expenses,

approving special status for international travel by persons in agencies/ organizations based on a business case,

approving special status for the service of alcohol at hospitality events in agencies/organizations based on a business case,

designating the persons and classified agencies required to disclose expense information on public websites,

granting exemptions from all or part of this Directive.

10.0 DEFINITIONS

Appointee: A person appointed by the government to undertake any function on behalf of the government.

Approver: A person with the authority to make approvals under this Directive.

Chair: Someone appointed as head of an agency/organization, accountable to the minister, regardless of whether the title “chair” is used.

Chief Executive Officer (CEO): The head of operations at agencies and organizations.

Claimant: Anyone making a claim under the terms of this Directive.

Classified agency: An entity that is part of the government of Ontario, but not organizationally part of a ministry, and is subject to the TB/MBC Agency Establishment and Accountability Directive.



Commission public body: a classified agency whose employees are appointed under Part III of the Public Service of Ontario Act, 2006 (PSOA) (Commission public bodies are prescribed by regulation under PSOA).

Consultants and Contractors: Individuals or entities under contract to ministries or to classified agencies providing consulting or other services.

Delegation of Authority: A written assignment by which a person who has a power, duty, function or responsibility under this Directive authorizes another person (identified by name or by position title) to exercise the power, duty, function or responsibility.

Dependent: Someone who resides with the traveler on a full‐time basis and relies on the traveler for care (e.g., a child or parent).

Employee:

OPS employee: Individual appointed as a public servant under Part III of the PSOA (includes employees in ministries and in classified agencies that are Commission public bodies).

Agency/organization employee: Individual employed by an agency/organization that is not governed by Part III of the PSOA (includes some classified agencies and the corporations captured under the Public Sector Expenses Review Act, 2009 that are not classified agencies).

Hospitality: The provision of food, beverage, accommodation, transportation and other amenities at public expense to people who are not engaged in work for the government of Ontario.

Itemized receipt: Original document identifying the vendor with the date and amount of each expense item paid by the claimant.

Office area: The area surrounding the regular workplace, with a perimeter of 24km measured by the most direct, safe and practical route by road.

Organizations: For the purposes of this Directive, the corporations covered by the Public Sector Expenses Review Act, 2009 that are not classified agencies.

Travel management company: The Ontario government’s vendor of record for travel.

11.0 APPENDICES

11.1 Appendix A: Requesting Special Status for International Travel and/or Service of Alcohol at Hospitality Events

Process for Obtaining Special Status

Special status must be based on an agency’s/organization’s demonstrated, unique business need.

The agency/organization initiates contact with the responsible ministry to request special status; and, with Minister's approval, the ministry develops the TB/MBC submission.

The TB/MBC submission must include at minimum the following information:

‐ Special status being requested: approval for service of alcohol at hospitality events

and/or for international travel

‐ Business case: demonstrates how the special status supports the agency’s/



organization’s business plan and mandate

‐ Forecast of activity:

o travel plan forecasting the international travel requirements, and/or

o listing of types of events where alcohol may be served.

‐ Commitment to report regularly on activity undertaken

‐ Commitment to provide annual activity forecasts

Regular Reporting

Regular reporting should include the following:

Activity undertaken by the agency/organization during the reporting period, indicating whether the activity appeared on the forecast.

If not forecasted, then an explanation of the occurrence of the activity.

Approval Levels for Agencies/Organizations with Special Status

Service of Alcohol at Hospitality Events

The chair has the approval authority for the service of alcohol at a hospitality event.

The chair may delegate to the CEO, but no further delegation is permitted.

Prior written approval is required for each event.


The chair has the approval authority for international travel by persons in the agency/organization, except for chair’s own travel.

The chair may delegate approval authority to the CEO, except for approvals for appointees and for any positions reporting directly to the chair, including the CEO. No further delegation is permitted.

Prior written approval is required.

Role Approval Level Delegation of Authority

Chair Minister No delegation

Appointee Chair No delegation

CEO Chair No delegation

Employee Chair may delegate to the CEO

Consultant Chair may delegate to the CEO

11.2 Appendix B: Travel Management Company

The Ontario government’s travel management company is HRG Canada. Travel arrangements should be made by calling HRG Canada at the number listed below:



Standard Contact Information

Inside North America Tel. 1 866 855 4155 *

* N.B. This number is listed on all itineraries.

HRG Canada Emergency Centre

HRG Canada provides 24‐hour emergency and after hours assistance for its corporate travelers. The Emergency Centre is available in cases of last minute travel or changes while in transit.

Emergency Contact Information

Inside North America Tel. 1 866 855 4155 *

Outside North America Tel. 1 613 780 1338 (Collect calls will be accepted outside North America).

11.3 Appendix C: Website Links

The following sites are referenced in the Directive.

Site URL

Site URL

Public Disclosure of Expenses website for senior managers in ministries

http://www.ontario.ca/en/expense_claim/index.htm

Public Sector Expenses Review Act, 2009 (e‐laws)

http://www.elaws.gov.on.ca/html/statutes/english/elaws_statutes_09p20_e.htm

Part III of the Public Service of Ontario Act, 2006 (e‐laws)

http://www.elaws.gov.on.ca/html/statutes/english/elaws_statutes_06p35_e.htm#BK41

International travel approval form (MyOPS)‐ also available on AGNES

http://intra.forms.ssb.gov.on.ca/mbs/ssb/forms/ssbforms.nsf/FormDetail?OpenForm&ACT=RDR&TAB=PROFILE&SRCH=&ENV=OPS&TIT=travel&NO=130‐7540‐1543

Hospitality events involving alcohol (approval form for ministries) (MyOPS)

http://intra.forms.ssb.gov.on.ca/mbs/ssb/forms/ssbforms.nsf/FormDetail?OpenForm&ACT=RDR&TAB=PROFILE&SRCH=&ENV=OPS&TIT=7540‐1058&NO=130‐7540‐1058

Hospitality events involving alcohol (approval form for agencies/organizations) (MyOPS) ‐ also available on AGNES

http://intra.forms.ssb.gov.on.ca/mbs/ssb/forms/ssbforms.nsf/FormDetail?OpenForm&ACT=RDR&TAB=PROFILE&SRCH=&ENV=OPS&TIT=&NO=130‐7540‐1059

IFIS and iExpenses (MyOPS) http://intra.ifis.fin.gov.on.ca/

Travel Online (MyOPS) http://intra.ops.myops.gov.on.ca/cms/tiles.nsf/(vwReadPagesByRefId_Content)/tra2006.05.0



Site URL

3.16.11.13.RP3_page?openHR

OpenWeb (pay and benefits) http://intra.hropenweb.gov.on.ca/pay/main.htm

Collective agreements http://intra.hropenweb.gov.on.ca/agreements/main.htm

Rental car directory (federal site) http://rehelv‐acrd.tpsgc‐pwgsc.gc.ca/recherchersearch‐4‐eng.aspx

Accommodation directory (federal site) http://rehelv‐acrd.tpsgc‐pwgsc.gc.ca/recherchersearch‐eng.aspx

Travel Card Services (MyOPS) http://intra.ops.myops.gov.on.ca/cms/tiles.nsf/(vwReadPagesByRefId_Content)/tcd2006.05.23.15.23.27.QR8_page?open

TB/MBC Agency Establishment and Accountability Directive (MyOPS) ‐ also available on AGNES

http://intra.ops.myops.gov.on.ca/cms/tiles.nsf/(vwReadPagesByRefId_Content)/cpd2008.03.31.20.01.36.232_page?open



Strategic Plan Please note that red font indicates areas which MTCU has updated from the prior version.


Section 4 of the Ontario Colleges of Applied Arts and Technology Act, 2002, (the OCAAT Act) authorizes the Minister of Training, Colleges and Universities to issue binding policy directives to colleges. Pursuant to that authority, the Minister has issued a Binding Policy Directive on Governance and Accountability. Section 8 of O. Reg. 34/03 under the Ontario Colleges of Applied Arts and Technology Act, 2002 specifies that a college is to submit to the Minister of Training, Colleges and Universities a strategic plan and make it available to the public.

A strategic plan sets out the broad direction in which a college is going within the overall framework of the colleges’ objects as set out in the Ontario Colleges of Applied Arts and Technology Act, 2002, and allows this information to be shared with the college’s community, the general public, and the government. The strategic planning process allows a college to chart its future, anticipate and respond appropriately to the changing environment, examine critically the strengths and weaknesses of the organization, and to develop consensus among the board members and other key members of the college community.

In addition, the Ministry of Training Colleges and Universities uses the information provided in the colleges’ strategic plans to advise and inform government planning and policy‐making.

The strategic plan takes into consideration the college’s broad environment, including legislation (e.g., Post‐secondary Choice and Excellence Act, 2000), overall government directions and priorities for postsecondary education, and provincial financial commitments. The government’s directions and priorities for postsecondary education are available from such documents as the Throne Speech, the Budget, and the Ministry of Training, Colleges and Universities’ Annual Business Plan. The Minister of Training, Colleges and Universities also meets regularly with the General Assembly of Colleges Ontario to convey this information. It is recognized that the college environment contains many unknowns or factors that may change (e.g., the economy, the fiscal position of the government, and enrolment levels, to name a few). The strategic plan is, therefore, not a static document.

This operating procedure, which sets out the minimum requirements for a strategic plan, applies to all colleges.

Requirements

Each college is to have in place a current strategic plan approved by the board of governors. The time frame the plan is intended to cover should be clearly stated, with the start and end dates covering a minimum of three years. Revisions will be made as deemed necessary by the board of governors.

This public document is to identify the vision, core businesses, and long‐term goals for the college as established by the college board of governors. In so doing, the strategic plan is to articulate to its communities the relative emphasis it will place on specific areas of specialization, such as local or regional focus, industry or sector focus, and the needs of specific types or groups of students.

When preparing a strategic plan, the college is to seek broad input and consider the views of persons and organizations both within and outside the college that may have an interest in its activities.



The college is to determine the appropriate process(es) so that this input reflects local culture and circumstances. The format of the Strategic Plan will follow the Table of Contents and Guidelines in Appendix A to this operating procedure.

It is recognized that in protecting its competitive position the college will need to balance the need for transparency with the protection of any proprietary information.

Publication of Strategic Plan

The strategic plan is to be made available to the public on the college web site and by allowing people who do not have Internet access to obtain the plan at no cost.

Submission of Strategic Plan

Once approved by the board of governors, the college’s strategic plan is to be e‐mailed to the Postsecondary Accountability Branch Director, Ministry of Training, Colleges and Universities at [email protected],

The plan is to be updated as needed and completely reviewed at least once every five years. Updated versions are to be submitted to the Ministry as well as posted on the college website.

For further information regarding this operating procedure, click on the Contact link to consult with the appropriate ministry contact, listed in the Contacts section on the web site.



The board of governors is responsible for ensuring that:

The college community is involved in the development of the strategic plan.

The strategic plan reflects the colleges legislated mandate to offer a comprehensive program of career‐oriented, post‐secondary education and training to assist individuals in finding and keeping employment, to meet the needs of employers and the changing work environment and to support the economic and social development of their local and diverse communities.

The strategic plan is developed and implemented in a way consistent with government directions and priorities.

The strategic plan is made available to the public.

Updated versions of the strategic plan are submitted to the Ministry and the College Compensation and Appointments Council.

The strategic plan and the yearly planning cycle of the business plan and annual report are integrated.



Using strategic plans to advise and inform government planning and policy‐ making.

Ensuring that colleges collectively contribute to the achievement of the government’s goals for colleges and to the economic and social needs of the province.



Engaging in dialogue with college boards of governors to identify appropriate corrective action where gaps or unmet needs at the community level are identified.

Working with the college system or individual colleges to facilitate corrective action where provincial priorities or expected outcomes are not being achieved.

Appendix A

College Strategic Plan Format and Content Guidelines

The table of contents will guide colleges in constructing Strategic Plans that are comprehensive and consistent for the respective purposes of each college community and the Ministry of Training, Colleges, and Universities. Physical format should be as follows:

8 ½” x 11”;

Portrait page set‐up (no brochures, no fold‐outs);

To be posted on college website in one .pdf file (not separate chapters).

College Strategic Plan: Table of Contents

Message from the Board Chair

General comments outlining the college’s recent strategic past and changes that have occurred over that period of time and the general intended direction of the college. Outline of the thematic approach and nature of the current strategic plan.

Message from the President

More specific than the Message from the Board Chair, this section should detail some of the highlights achieved previously and some likely challenges in moving the college forward strategically. It could include enrolment trends, demographic factors, partnerships, financial issues that relate to the colleges strategic plans. It could act as an executive summary of the Strategic Plan.

Vision, Mission, Values

This section is intended to identify the college’s strategic philosophical foundation.

Environmental Scan

This section sets the internal / external context for the strategic plan. Its components act as the impetuses for strategic planning. It assesses the internal and external strengths, weaknesses, opportunities / gaps faced by the college, including demographics, financial issues, external economic issues, etc.

Report of previous year(s) goals

This section outlines progress, failures, and achieved success of previous strategic objectives. It should include a highlight of some key successes and challenges from the previous period and some indication of lessons learned.

Strategic Priorities



This section should include a brief summary followed by detailed description of major specific strategic plans and priorities for the upcoming period. The strategic priorities should include KPI’s and milestones that establish targeted benchmarks for successful execution of the Strategic Plan as a whole and with regard to each particular priority.

Implementation Strategy

Colleges should indicate phasing plans, timelines, and milestones as methods for measuring success and to anticipate and plan for recalibration, if necessary. It can discuss how the strategies are marketed internally and externally and how the plan is budgeted and how it will fit within the broader financial responsibilities of the college.

Appendix

List of Board of Governors, Executive officers, Academic Deans, Administrative Deans, Local bargaining unit presidents, students’ federation executives, and other partners, as appropriate.



Annual Report Please note that red font indicates areas which MTCU has updated from the prior version.


Section 4 of the Ontario Colleges of Applied Arts and Technology Act, 2002 (the OCAAT Act) authorizes

the Minister of Training, Colleges and Universities to issue binding policy directives to colleges. Pursuant

to that authority, the Minister has issued a Binding Policy Directive on Governance and Accountability.

Section 8 of O. Reg. 34/03 made under the OCAAT Act requires each college to prepare an annual

report, make it available to the public, and submit the report to the Minister. Part B of the Binding

Policy Directive on Governance and Accountability requires the annual report to be prepared in

accordance with the Annual Report Operating Procedure. This is that Operating Procedure and forms

part of the Binding Policy Directive.

The annual report charts the college’s achievement of the operational outcomes established in the

business plan for the year and includes the audited financial statements. An annual report may

traditionally serve a variety of purposes including those related to accountability, marketing, and

promotion. A key purpose of a college annual report is accountability to the public and to the

government, with particular reference to how a college is meeting its Multi‐Year Accountability

commitments (see Appendix A for details). Additionally, the information provided in the colleges’

annual reports is used by the Ministry of Training, Colleges and Universities to advise and inform

government planning and policy‐making.

Further, colleges may improve their efficiency and effectiveness by comparing their results with those of

other colleges with similar characteristics. Annual reports that establish consistent data reported in a

consistent format will allow for such comparisons.

This operating procedure, which applies to all colleges, sets out the minimum requirements for college

annual reports.

Due Dates

June 15: The College’s audited financial statement is due to the Colleges Finance Unit June 15 of each

year (see the operating procedure on audited financial statements).

July 31: Each college is to submit an annual report including a copy of the audited financial statement

and the required appendices.

Supplementary Information:

June 30: The college’s business plan is due June 30 of each year (refer to operating procedure on

business plans for details.)



Content

The annual report is to include, at a minimum, the following information:

A detailed report on the extent to which the college achieved the outcomes for the year, as set out in the college’s strategic plan and the business plan of the previous year. Colleges will follow the content guidelines in Appendix A.

If any of those outcomes were not achieved, the college is to identify the reasons and outline the steps that the college plans to take to achieve or redefine the outcomes. It may also be appropriate to reference significant changes that have occurred in the college’s environment that required in‐year changes.

A copy of the audited financial statements for the college, its subsidiary corporations, and foundation (as applicable) for the year accompanied by the auditor’s report (see the operating procedure on audited financial statements for detailed instructions regarding the preparation of these statements).

An analysis of the college’s financial performance.

A report‐back on the commitments in the college’s Multi‐Year Accountability Agreement using the template and guidelines provided by the Ministry in each reporting year. As part of this review process, colleges will complete the report‐back as an addendum to the annual report, describing the college’s results in each of the indicated areas. (See Appendix B for details.)

As required in the Framework for Programs of Instruction Binding Policy Directive, a summary of complaints regarding advertising and marketing of college programs, in accordance with the requirements set out in Appendix C.

Format

Format of the annual report is outlined in Appendix A of this Operating Procedure.

Physical Format:

- 8 ½” x 11” - Portrait page set‐up (no brochures, no fold‐outs) - To be posted on college website in one pdf file (not separate chapters.)

Submission of the Annual Report

Once approved by the board of governors, the college’s annual report is to be e‐mailed to the Director

of the Postsecondary Accountability Branch, Ministry of Training, Colleges and Universities at

[email protected] by July 31 of each year. This email is to include the location of the annual

report on the college’s web site.



Complete copies (with audited financial statements and appendices) of the annual report are also to be

provided to the Higher Education Quality Council of Ontario.

For further information regarding this operating procedure consult with the ministry contact listed in

the Contacts section on the web site.

Publication of the Annual Report

Pursuant to O. Reg. 34/03 each college must ensure that the annual report is available to the public. At

a minimum, colleges shall post the report on their college web site and on request provide individuals

who do not have Internet access with a copy of the report at no cost.




Ensuring that the annual report fulfills the requirements of the Minister’s Binding Policy Directive on Governance and Accountability, which includes fulfilling the requirements of this operating procedure

Approving the annual report, including financial statements, and reports required by Appendices B and C.

Ensuring that the annual report is submitted to the Minister as directed by this operating procedure by July 31 of each year.

Ensuring that the annual report is made available to the public.



Reporting information to the government on the colleges’ achievements as they relate to government objectives.

Using annual reports to advise and inform government planning and policy‐making.

Working with colleges, either individually or collectively, to facilitate corrective action where provincial priorities or expected outcomes are not being achieved.



Supplementary Information: College Annual Reports – Table of Contents and Guidelines*

Message from Board Chair [general comments, changing developments / environment]

Message from President [theme of this year’s annual report; detailed comments,

perhaps to include enrolment trends, KPI highlights, MYAA

update, partnerships, community initiatives, financial strengths

/ challenges, other highlights]

Vision, Mission and / or

Commitment Statements [reference to strategic plan here. Why is the college doing what

it is doing]

Report on Previous Years Goals [discussion of previous performance targets achieved / not

achieved; actions to be taken; explicit references to previous

business plan and strategic plan]

Analysis of College’s

Operational Performance [define major college achievements; what has changed as a

result of the college’s activities over the last year; activities

falling under the Entrepreneurial Activities binding policy

directive, international activities, fundraising, elaborate on

areas discussed in President’s Message.]

Analysis of College’s

Financial Performance [High level summary of financials: sources of revenues /

expenditures; multi‐year trends; graphics as appropriate; details

will be in appendix B]

Subsidiaries and Foundations [list each subsidiary or foundation; describe activities; provide

consolidated financial statements; indicate availability of

subsidiary annual report]

APPENDIXES TO THE ANNUAL REPORT

Appendix A: Multi‐Year Accountability Agreement Report Back

Appendix B: Audited Financial Statements

Appendix C: KPI Performance Report

Appendix D: Summary of Advertising and Marketing Complaints Received



Appendix E: Institutes of Technology and Advanced Learning (ITAL) Reports

Appendix F: List of Governors [include when first appointed and when current term expires;

indicate internal governors and their affiliation]

(*Note: Material in square brackets is suggestive only; colleges may vary depending on their particular

needs and circumstances.)

Appendix A: Multi‐Year Accountability Agreement Report Back

For information regarding the MYAA report‐back process and reporting guidelines, consult with the

ministry contact listed in the Contacts section on the web site.

Report‐Back Template and Guidelines

See web link for details: https://www.psedatacollection.tcu.gov.on.ca/MyaaWeb/

Appendix B: Audited Financial Statements – to be provided by the college.

Appendix C: KPI Performance Report – to be provided by the college.

Appendix D: Summary of Advertising and Marketing Complaints Received

Appendix D to the Minister’s Binding Policy Directive on the Framework for Programs of Instruction sets

out college program advertising and marketing guidelines. These include preparing an annual complaint

summary to be included in the college’s Annual Report.

The summary shall be prepared in accordance with this Appendix.

1. For the purposes of compiling the summary, a complaint:

a. is any written (signed and dated) or emailed communication from a student regarding the advertising or marketing of a college program in which they are enrolled and addressed to the designated college official; and,

b. must be received no later than six months from when the student leaves the program in question.

2. The annual summary which shall cover the same period as the annual report shall summarize

the complaints received, reviewed and responded to within that period.

3. If no complaints are received the College shall file a nil report.



4. The summary shall be prepared using the following format:

Nature of

Complaint

Date

Received

How

Resolved/addressed

Date Resolution

Communicated

to Student

# of working

days to Resolve

Total number of complaints:

Average number of working days to resolution:

Appendix E: Institutes of Technology and Advanced Learning (ITAL) Reports

• In accordance with the differentiated college accountability agreements established in 2003, each college designated as a differentiated institution will incorporate the measures set out below into its annual report. This reporting process will replace and simplify the previous reporting requirements for institutions through the accountability agreements while maintaining the Ministry’s ability to track each institution’s progress as a differentiated institution.

• All (excluding Georgian):

– The college will describe how it continues to deliver a comprehensive range of programming of degrees, other postsecondary programming and non‐postsecondary programming consistent with the college system mandate to meet the needs of high school graduates and adult learners. As part of this description, the college will provide enrolment data for the different program areas.

– The college will describe how it is doing its part to build up the apprenticeship system in Ontario to increase the skilled labour market supply through in‐school training, expanding the range of apprenticeship programming, developing learning pathways for apprentices who wish to ladder into diploma programs and vice versa. As part of this description, the college will provide enrolment data for the apprenticeship programs it offers.

– ITALS are expected to maintain KPIs above the system average. The college will describe how it is tracking on its Key Performance Indicators and where improvements are being made, if needed. Also, the college will describe how it is ensuring that college diploma graduates have access to degree programs, and how many graduates access degree education.



– The college will describe how its applied research activity supports its mission as a differentiated institution.

• In addition to the measures above, Seneca will describe the different forms of collaboration with universities and / or other degree granting institutions including a list of all shared degrees.

• Georgian’s differentiation model is different than the other colleges. Hence, in addition to reporting on range of program mixes and forms of collaboration with universities, Georgian will provide data on degree activity and partnerships by program as well as the number of students moving between the college and university partner institutions.

Appendix F: List of Governors – to be provided by the college.



II. Minister’s Binding Policy Directive on Conflict of Interest.

Issued: April 1, 2003 Version still in place in September 2010


The purpose of this Minister’s Binding Policy Directive on Conflict of Interest is to enable a college board

of governors to:

Assist an individual board member in determining when his or her membership on the board has the

potential to be used for personal or private benefit, financial or otherwise;

Protect the integrity of the board as a whole and its individual members who follow conflict of interest

provisions; and

Ensure that an individual is not disqualified from being nominated for or running for a board position

because of a potential for conflict of interest.

• • • This binding policy directive is intended to protect the integrity and ethical standards of college boards

and, as importantly, protect the integrity of a board member who may face a conflict of interest.

The binding policy directive is issued pursuant to the authority in the Ontario Colleges of Applied Arts

and Technology Act, 2002, which gives the Minister the authority to issue binding policy directives in

relation to the manner in which colleges carry out their objects or conduct their affairs.

This binding policy directive does not apply where the interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence the board member or where a pecuniary or other interest is in common with a broad group of which the governor is a member (e.g., students, support staff, academic staff, administrative staff). This binding policy directive does not apply where the issue is one of general or public information.

The intent of a conflict of interest policy is to assist individual board members to fulfill their duties in the

interest of the public and to demonstrate high personal standards of moral responsibility, character, and

ethics, which also protect the integrity of the board of governors as a whole.

For further information regarding this binding policy directive, click on the Contact link to consult with

the appropriate ministry contact, listed in the Contacts section on the web site.



Principles

Members of the board of governors are expected to act honestly and uphold the highest ethical

standards.

Members of boards of governors are obligated to perform their official duties and conduct themselves

in a manner that will bear the closest public scrutiny because colleges are part of the broader public

sector and subject to more public scrutiny than private organizations.

Members of boards of governors shall not have private interests, other than those permitted pursuant

to this binding policy directive, laws, or statutes, that would be affected particularly or significantly by

college decisions or actions in which they participate.

When appointed, members of boards of governors must arrange their private interests to prevent

conflicts of interest. If a conflict does arise between the private interests of a governor and the official

duties of that individual, the conflict shall be resolved in favour of the public interest.

Each governor, regardless of how he or she becomes a member, has a responsibility first and foremost

to the welfare of the institution and must function primarily as a member of the board, not as a member

of any particular constituency.

Glossary

Actual conflict of interest: a situation where a governor has a private or personal interest that is

sufficiently connected to his or her duties and responsibilities as a governor that it influences the

exercise of these duties and responsibilities.

Governor: a member of a college board of governors.

Internal governor: one student, one academic staff member, one administrative staff member, and one

support staff member elected to a college board of governors from their constituent group in

accordance with procedures and conditions established by the board of governors in consultation with

the college students and staff. The president of the college is also an internal member by virtue of his or

her position in the college.

Perceived conflict of interest: a situation where reasonably well‐informed persons could properly have

a reasonable belief that a governor has an actual conflict of interest, even where that is not the case in

fact.

Potential conflict of interest: a situation where a governor has a private or personal interest that could

influence the performance of a governor’s duties or responsibilities, provided that he or she has not yet

exercised that duty or responsibility.



Binding Policy Directive

A. A conflict of interest arises when a board member’s private or personal interest supersedes or

competes with his or her official duties and responsibilities as a member of a college board of governors.

This could arise from an actual, potential, or perceived conflict of interest of a financial or other nature.

B. At the beginning of every board meeting, the chair of the board of governors is to ask and have

recorded in the minutes whether any member has a conflict to declare in respect to any agenda item.

I. When the agenda item arises in the open portion of the board meeting, the member(s)

with an actual conflict of interest may remain in the room for the duration of the discussion and

not participate in the vote on this item. The minutes are to record that the member(s) in conflict

of interest remained in the room for the discussion and did not vote on this item. Should the

matter occur in the in camera portion of a meeting, the board member(s) should withdraw

while the matter is being discussed or voted on and the minutes should reflect this.

II. When the conflict of interest is perceived or potential, the board of governors will

determine whether the member or members remain for the discussion and vote on agenda

items. The minutes should reflect what takes place.

C. In cases where a conflict cannot be avoided, a board member is to declare a conflict of interest

at the earliest opportunity and, at the same time, should declare the general nature of the conflict.

Where a conflict of interest is declared prior to a board meeting, the declaration is to be made to the

chair of the board and the board is to be informed.

D. Where a board member is unsure whether he or she is in conflict, the said member is to raise

the perceived potential conflict with the board, and the board is to determine by majority vote whether

or not a conflict of interest exists. The said board member must refrain from voting on whether or not a

conflict of interest exists.

E. Where a conflict of interest is discovered after consideration of a matter, it is to be declared to

the board and appropriately recorded at the first opportunity. If the board determines that involvement

of said member influenced the decision of the matter, the board is to re‐examine the matter and may

rescind, vary, or confirm its decision.

F. Any board member who perceives another member to be in conflict of interest in a matter

under consideration is to raise this concern with the chair of the board. The chair, in turn, is to discuss

the matter with the board member who is perceived to be in conflict and, as appropriate, to hold

further discussion with the reporting governor. If the discussions do not lead to a resolution, the matter

is to be brought to the board and the board is to determine by majority vote whether or not a conflict of

interest exists. The member perceived to be in conflict is to refrain from voting.

G. Where there has been a failure on the part of a board member to comply with this binding

policy directive, unless the failure is the result of a bona fide error in judgment, the board is to:



i. Issue a verbal reprimand; or

ii. Issue a written reprimand; and/or

iii. Request that a board member resign; and/or

iv. Remove the board member through processes established in board by‐laws.




• Opening each meeting with a call for disclosures of actual, potential, or perceived

conflict of interest.


The ministry is responsible for:

• Maintaining a current and relevant binding policy directive regarding conflict of interest.

• Reviewing, in consultation with college boards, in a regular and timely manner the

effectiveness of this binding policy directive and issuing amendments as considered necessary.

Appendix A [to the Conflict of Interest BPD]: Some Commonly Asked Questions

This appendix provides some examples of situations where conflict of interest commonly occurs in the

operation of a college board of governors and suggests the best practices in dealing with such situations.

The appendix is not intended to be an exhaustive or complete list. It is a guideline for colleges to assist

boards in managing conflict of interest situations and to ensure relative consistency in the application of

this binding policy directive across colleges.

1. Why is the Minister introducing a binding policy directive on conflict of interest at this time?

Conflict of interest is something all corporate boards need to address in a proactive manner. The

intent of the binding policy directive is to promote a consistent approach to conflict of interest

situations across the college system and to establish the standards expected for colleges as

public sector institutions.

2. What is an example of an actual conflict of interest situation for internal governors?

An example of an actual conflict of interest for a student governor would be when an agenda

item addresses an increase in the tuition fees for the particular program in which the student is

enrolled. For staff, an example would be an agenda item where a faculty member would be



faced with a decision to eliminate the program in which the faculty member taught. Another

example is staff being involved in a discussion about providing confidential advice to the

management collective bargaining position during the negotiation of a new collective

agreement for the particular bargaining unit of which the staff person is a member.

Conflict of interest would not occur when the discussion of tuition fee increases was of a general

nature or when the collective bargaining position being discussed was public information such

as the discussion occurring during the public part of the board meeting.

3. Can internal governors – faculty, support staff, and administrators – be part of the president ’s

evaluation or performance review?

This is an example of a perceived or potential conflict of interest, and it would be up to the

board to establish how to proceed. It is recommended that college boards of governors discuss

such issues in advance of the actual situation arising and establish a protocol or approach to use.

If it is the college’s practice to involve college staff in the evaluation of the president through

instruments such as surveys submitted anonymously and of which the results are collated

electronically, it is not a conflict of interest situation to involve college staff board members in a

discussion of the results of the survey, as this would fall within the area discussed in the Purpose

and Application section of this binding policy directive, where it references that conflict of

interest does not apply where a pecuniary or other interest is in common with a broad group of

which the governor is a member.

It is not considered in the best interests of the college for staff to play a role in the actual writing

or delivery of the president’s evaluation.

4. Can students be part of the president ’s evaluation or performance review?

It is recommended that boards address the issue of perceived or potential conflict of interest in

advance, and that similar principles, as in the response to question 3 above, be applied as they

are with respect to other internal members.

5. What is an example of an actual conflict of interest with respect to the college president ’s

evaluation or performance review?

The president’s involvement would be considered an actual conflict of interest when matters

relating either directly or indirectly to his or her compensation, perquisites, and/or benefits are

being discussed and/or decided upon. The president should neither participate in any way in nor

be present for any such discussions. The board may require certain information from the

president to assist their deliberations, but these queries must be of a general nature or relate to

providing performance‐related information concerning the president’s success in meeting



agreed to objectives and must not in any way, either directly or indirectly, influence decisions on

his or her compensation, perquisites, and/or benefits.

6. What am I supposed to do if I think a fellow governor is in a conflict of interest but he or she has

not declared it?

It is the responsibility of the chair to ask and record in the minutes whether any governor has a

conflict of interest to declare with respect to the agenda.

It is the responsibility of each governor to declare a conflict of interest and its general nature at

the earliest opportunity. If a conflict is declared prior to a board meeting, the declaration should

be made to the chair of the board. It is the responsibility of the governor with the conflict or the

chair to declare the conflict at the board meeting.

If a governor does not declare a conflict when other board members believe one does exist,

Section F of the binding policy directive makes it the responsibility of those who perceive that

there is a conflict of interest to raise the issue with the board chair. It is the chair’s responsibility

to discuss the conflict of interest with the governor perceived to be in conflict. If the chair and

the governor in question cannot resolve the issue, the matter must be brought to the full board

for resolution and the issue be decided by a majority vote.

7. Does the board have to record declarations of conflict of interest in the minutes?

Yes, as recording declarations of conflict of interest protects both the integrity of the individual

member and the board as a whole and is a matter of public record. As well, the board minutes

should record that the member in conflict did not participate in any discussions or voting and, if

applicable, left the room.

8. If a governor declares a conflict of interest, does he or she have to leave the room?

As outlined in Section B of the binding policy directive, the governor’s presence or absence will

depend on the nature of the conflict and whether the board is in closed or open session. Where

there is an actual conflict (a situation where a governor has a private or personal interest that is

sufficiently connected to his or her duties as a governor that it influences the exercise of these

duties and responsibilities) and the board meeting is in camera or is a closed session, the binding

policy directive requires that the board member not participate in the discussion by leaving the

room. In the open portion of the meeting, the governor may stay but not participate in the

discussion. Where a perceived or potential conflict of interest arises in a closed session, the

board will decide whether the individual should remain in the room.

9. Can a member of a board of governors who owns a company submit a tendering proposal to the

college?



Yes, a governor may submit a tendering proposal to the college. However, at the point in time

when a governor becomes aware that his or her company might submit a tender, the governor

should make the intention to do so known to the board chair. This situation could lead to either

a perceived or actual conflict of interest, as the governor might have information not available

to competitors in the tendering process. The board of governors will need to consider how to

proceed to ensure an open, fair, and transparent process.

Should the governor’s company actually submit a tender, the situation would then need to be

treated as an actual conflict situation should the board be involved in a decision relating to the

tender.

10. Can a governor apply for any position within the college?

The individual’s position as a board member could be perceived as being of benefit in the

competition for a position with the college. A board member would need to resign from the

board before applying for a position at the college. He or she cannot apply as an active member

of the board in the hopes of protecting his or her position on the board if he or she is not the

successful candidate.

11. Is it appropriate for colleges to allow governors or members of their families to take courses or

programs without paying tuition?

Governors are not entitled to any personal benefits from their participation on a board.

12. Can a board allow funds to be spent on special mementoes to governors retiring from the board?

Small incidental gifts may be appropriate in recognition of the services provided by governors.

These mementoes should be appropriate as a common expression of courtesy, within the

normal standards applicable to the use of public funds and acceptable upon public scrutiny.

13. Can a politician sit on a college board?

Yes, in fact, when the colleges were first established, one seat was reserved for municipal

politicians. However, as there may be instances in which the person may be in an actual,

potential, or perceived conflict of interest, the board would need first to carefully consider

whether the benefits outweigh the costs of losing one board member’s input and vote from

time to time.

14. There is a quorum at the beginning of a board meeting, but due to an actual conflict of interest a

governor has to withdraw, leaving the board without the designated number of members

present for a quorum. Are the remaining members able to pass a motion?

Each college is responsible for seeking its own legal advice on legal issues of board governance.

However, it is noted that the general rule is that quorum is required for voting purposes.



15. The board of governors is discussing an external appointment to be made to a subcommittee. Two

governors declare that they know the person being discussed because the person is a

neighbour and question whether this is a conflict of interest?

There is no conflict of interest here because the interest is remote and generally cannot be

regarded as likely to influence the board member. The situation would be different if the person

being discussed were a close family member or business partner of the identified governors.



APPENDIX 4 – Board Appointment Protocol I. MTCU Memo re the appointment process for Lieutenant Governor in Council‐

appointed college governors

II. MTCU Qs & As around the new college Board of Governors appointment process

III. MTCU flowchart detailing the recommended process for the appointment of the

government’s share of external college board members

New College Board of Governors Appointment Process – Qs&As Operational Questions Q. How will the new appointment process work? A. Initial recruitment and nominations will be done by college boards themselves, as is the case now. For each vacancy to be filled by a LGIC appointee, colleges will put forward up to 3 nominees. For each nominee, colleges will submit a nominations package to the Ministry.

The documentation received for each nominee will be reviewed by Ministry staff to ensure that all the required information is complete, and the required documentation will be forwarded to the Public Appointment Secretariat (PAS). Members of the public interested in serving on a college board may also submit their names for consideration directly through the PAS website. The Minister will recommend candidates for appointment from among the nominees submitted. A security check on recommended appointees will be performed, and the Standing Committee may decide to review potential appointees. Once the Order in Council for a new appointee is signed by the LGIC, colleges will be notified by the Ministry. Colleges could then informally notify the successful nominee of their appointment and begin any necessary arrangements for orientation and training. Formal notification to the appointee will follow in the form of a letter from the Minister.

Q. How will nominations for the LGIC appointments be made? A. Initial identification and recruitment of potential external members will be done by college boards themselves, as is the case now. Colleges will be required to advertise board vacancies on their websites to help ensure an open recruitment process, but nominees may be drawn from community sources. Once identified, colleges should contact potential board members to gauge their interest in, and commitment to, the role of college board governor. Colleges will interview short-listed potential board members to confirm their suitability for the role, which we recognize is likely already a part of colleges’ board recruitment process.

For each vacancy to be filled by a LGIC appointee, colleges should put forward up to 3 nominees. Nominees should meet the college board’s matrix of needs (e.g., skills, diversity, gender representation). Colleges will be required to submit a nominations package for each nominee. Members of the public interested in serving on a college’s board may also submit an application via the PAS. Descriptions for the college board member positions will be available on the PAS website. Q. What documentation will be required when submitting a nomination? A. For each nominee, the nomination package must include:

Application for Appointment to Agencies, Boards and Commissions form, signed by the nominee (available on the PAS website)

Personal & Conflict of Interest Disclosure Statement, signed by the nominee and placed in a sealed envelope marked PAS (available on the PAS website)

Governors Appointment Assessment form, signed by the college President or Board Chair

Resume Q. To whom will colleges submit their nominations package for LGIC consideration and appointment? A. Nomination packages for potential board members should be marked “Confidential – Appointments” and sent to: Colleges Unit Ministry of Training, Colleges and Universities 9th Floor, Mowat Block 900 Bay Street Toronto ON M7A 1L2 Q. What role will MTCU play in the new appointment process? A. Ministry staff will review the nomination packages received from colleges to ensure that all the required information is complete, and will forward the required documentation to the PAS.

The Minister will recommend candidates for appointment from among the nominees submitted to the PAS. The Ministry will inform colleges of new appointments once the Order in Council is signed, and will send formal notification to appointees.

Q. What is the anticipated turnaround time for LGIC appointments? What is the deadline for submission of nominations for appointments expiring in September 2011? A. The PAS process may take up to 5 months. Nominations for September 2011 appointments must be submitted between October 12 and December 15, 2010. Q. How will successful nominees be notified of their appointment? A. Once the Order in Council for a new appointee is signed by the LGIC, colleges will be notified by the Ministry. Colleges could then informally notify the successful nominee of their appointment and begin any necessary arrangements for orientation and training. Formal notification to the appointee will follow in the form of a letter from the Minister. Q. How will candidates not selected for appointment be notified? A. Applicants who are not selected for appointment through the PAS process will be contacted by their nominator (the college) and informed of the results. This will provide closure and maintain strong college liaison with the community. Q. Will boards be able to remove a LGIC appointed member if there is cause? A. Section 6(6) of O. Reg. 34/03 states that if the board of governors believes that there exist reasons justifying the removal of any member of the board appointed by the Lieutenant Governor in Council, the board may set those reasons out in a report to the Minister for referral to the Lieutenant Governor in Council. In such a case, the report should be marked confidential and sent to: Colleges Unit Ministry of Training, Colleges and Universities 9th Floor, Mowat Block 900 Bay Street Toronto ON M7A 1L2 Q. How will appointments to vacancies left by in-year resignations be filled? A. In-year vacancies that are to be filled by a LGIC appointee will be subject to the same nomination and appointment process as September vacancies. Colleges should contact the Ministry as soon as a board

member resigns so that Ministry staff can work with the college to ensure that the vacancy gets filled as soon as possible. Q. What should be done about current board vacancies? A. The CAC’s final meeting was scheduled for September 22, 2010. Any vacancies remaining as of October 1, 2010 are subject to the new appointment process. Q. Will the government be recommending other governance changes e.g. mandatory formal board evaluations? A. The Ministry will consider providing additional materials to support effective governance and accountability, and will explore options to develop tools, resources and training to support and enhance the capacity and skill set of all college board members. Policy Questions Q. Why did the Ministry decide to introduce a new board appointment process? A. Introducing a new college board appointment process is part of our ongoing efforts to modernize and strengthen the college system. The new college board appointment process will ensure that college boards can continue to provide strong, accountable leadership.

The new college board appointment process provides colleges with more direct control over the selection of external board members. It also provides colleges with an even greater opportunity to directly respond to the unique needs of the communities they serve.

The LGIC appointment of one-third of a college’s governors reflects the government’s ongoing interest in quality and accountability. Q. The government is taking over some of the college governor

appointments – isn’t this a power grab that will leave these appointments open to political influence?

A. The Public Appointment Secretariat administers an effective and efficient

public appointments process that is open and transparent. It provides leadership in the appointment of qualified and competent individuals to over 600 provincial agencies, boards and commissions.

A minority of governors at some universities are appointed through the Secretariat, so appointing college governors through the Secretariat will bring the process in line with the one already in place for the university sector. There have been no issues of political interference on the university side.

Q. Are there any safeguards against political interference, now or in the future? A. Initial identification and recruitment of potential board members will be done by college boards themselves. By submitting qualified nominees for consideration and appointment, colleges will limit political influence on the process.

The Minister has a right to consider candidates other than those submitted by colleges for submission to the PAS. Any additional candidates considered must be shown to fit with the college’s own selection matrix for the vacant position ensuring that they will be an effective addition to the board. If a college feels that an appointment is inappropriate and that the appointee should not stand, there is some recourse in the Regulation. The Regulation provides a mechanism whereby if a board believes that there are reasons justifying the removal of an LGIC appointed governors the board may set out those reasons in a report to the Minister for referral to the LGIC. This recourse relies on transparency and accountability to remedy or mitigate against political interference.

PAS

1. Consolidate all nominations received.

2. Send consolidated nominations package to MTCU, Colleges Unit.

MTCU – Colleges Unit

Prepare briefing on consolidated nominations package for MO.

MTCU – Minister’s Office

Review nominations and arrange for the Minister’s approval of selected nominees.

MTCU – Minister’s Office

Submit full package of proposed appointments and OICs to PAS.

MTCU

1. Notify colleges of new appointments via an informal call from a senior Ministry official to college presidents.

2. MTCU prepares appointment letters for Minister’s signature.

3. Notify new appointees via a letter from the Minister with a copy to the college President and the Board Chair.

MTCU – Legal Services

Prepare OICs for Minister’s signature.

Colleges

1. Identify potential board members based on: Board profile/skills

matrix Open process for

identifying candidates Interview process for

potential candidates

2. Submit nomination packages to Ministry for up to 3 nominees per vacancy to be filled by a LGIC appointee.

MTCU – Colleges Unit

1. Review nomination packages from colleges to ensure that all the required information is complete.

2. Submit PAS Application form and PCID from nomination packages to the PAS.

Members of the public interested in serving on a college board

1. View college board position descriptions on PAS website.

2. Submit application form and COI disclosure statement to PAS.

PAS

1. Review package and send to Emergency Management Services to arrange security checks.

2. Following security check, schedule the OICs on next available Cabinet agenda.

3. After Cabinet approval, file names of proposed appointees with Clerk of Standing Committee on Government Agencies.

4. After Standing Committee review of proposed appointees, or after Committee declines to review proposed appointees, arrange for the LGIC to sign OICs.

5. Send signed OICs to MTCU Minister’s office.

Recommended Process for the Appointment of the Government’s Share of External College Board Members

Ministry of Training, Ministère de la Formation et des Colleges and Universities Collèges et Universités Postsecondary Education Division Division de l’éducation postsecondaire 900 Bay Street 900, rue Bay Mowat Block Édifice Mowat Toronto ON M7A 1L2 Toronto ON M7A 1L2

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GOVERNORS APPOINTMENT ASSESSMENT FORM

(for college use when submitting nominations to the Ministry for LGIC appointment) When considering nominations for college boards, the Ministry bases its assessment on the following principles from the Protocol for Board Nominations and Appointments:

merit – the skills and experience that the candidate brings to the board diversity – the candidate’s background, skills, and experience. The dimensions of

diversity include, but are not limited to age, gender, race, ethnicity, physical and intellectual ability, religion, sexual orientation, educational background, and expertise.

strategic direction – the candidate’s capacity to assist the college in achieving its strategic direction

probity – the candidate’s commitment to the values and principles of public service

The objective is to exercise appointment obligations in a timely manner, taking into consideration each college’s unique needs, so that college boards are able to carry out their responsibilities effectively.

To assist the Ministry in carrying out its appointment responsibilities, please complete the following: 1. College: 2. Name of candidate: 3. Has this candidate served on your Board previously: Yes [ ] No [ ]

If yes, please complete the following: a) Period of appointment:

b) Attendance at board meetings (number of board meetings attended over appointment period; show both numbers and %):

c) Level of participation on committees (list committees; also indicate if member, chair or co-chair):

d) Contribution to discussions:

4. Describe how the skills and experiences of this candidate will help your Board

in the achievement of your strategic direction.

Ministry of Training, Ministère de la Formation et des Colleges and Universities Collèges et Universités Postsecondary Education Division Division de l’éducation postsecondaire 900 Bay Street 900, rue Bay Mowat Block Édifice Mowat Toronto ON M7A 1L2 Toronto ON M7A 1L2

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5. How will this candidate complement the Board composition in terms of

representing a broad cross-section of your community: (e.g. inclusion, diversity, equity and accessibility, business, not-for-profit, etc.)

6. Please provide any relevant information on the candidate’s commitment to the values and principles of public service: (e.g. community voluntarism, etc.)

7. Please add any other information you think relevant: For the Ministry to process your nominations, please ensure that the following documentation is included with your submission:

A. PAS Application for Appointment to Agencies, Boards and Commissions form, signed by the nominee

B. Personal & Conflict of Interest Disclosure Statement, signed by the nominee and placed in a sealed envelope marked PAS

C. Nominee’s resume

D. Skills Matrix

Signed: Dated:

______________________________________________________________ FOR MINISTRY USE ONLY Date received: Submission package complete: Yes [ ] No [ ] List what was missing:

Application for Appointment to Agencies, Boards and Commissions

The Public Appointments Secretariat will only consider information on the application form. Please do not attach a separate resume or submit any other supporting material including reference letters.

Please mail your completed application to the Public Appointments Secretariat, Room 2440, Whitney Block, Queen’s Park, Toronto, Ontario M7A 1W4 or Fax to (416) 327-2633. TITLE

FIRST NAME

LAST NAME

HOME ADDRESS

Street

City

Province

Postal Code

Telephone # Fax # Cell #

Email Address

BUSINESS ADDRESS

Street

City

Province

Postal Code

Telephone # (daytime) Fax #

______________________________________________________________________________

1. Name the agency, board or commission to which you are applying.

2. Educational Background Please indicate the institution attended, degree or credentials attained and year of completion.

3. Professional and Employment Background Please provide a chronology of all relevant work experience, including a description of consulting projects, starting with the most recent. Indicate employer, your title/position, the dates you held the position, and a summary of your responsibilities.

4. Community Involvement Please include the name of the organization served, your position and the dates you were involved.

5. Memberships in professional organizations (if applicable)

6. Do you have a high degree of proficiency to read, write and speak English?

Do you have a high degree of proficiency to read, write and speak French?

7. Additional Information Include any additional skills or experience that relate to the position to which you are applying. (If applicable, include specific position applied for)

8. References Please provide the names and contact information for three persons who could provide a reference for you. Include name, occupation, address and telephone number.

The personal information requested on this Application Form is being collected and used by the Public Appointments Secretariat and the Ontario agency, board or commission to evaluate the suitability of all potential candidates for appointment to an Ontario agency, board or commission. The qualifications of intended appointees are subject to a review by an all-party committee of the Legislature. Additional personal information will be required from you if you are a candidate who is considered for appointment. Personal information about you may also be collected from the organizations or from the references you have provided and used to evaluate your suitability as a candidate, as well as to verify the truth and accuracy of the information you have provided, and for no other purpose. This information will not be disclosed except as required for the above-noted purposes. Any questions about the collection, use or disclosure of personal information requested on this form should be directed to the Public Appointments Secretariat at 416-327-2640.

_______________________________________________ _______________________ Signature Date

Personal & Conflict of Interest Disclosure Statement DO NOT FAX THIS FORM

DO NOT ALTER THIS FORM

ONLY ORIGINAL FORMS WILL BE CONSIDERED

INSTRUCTIONS FOR COMPLETING THE PERSONAL & CONFLICT OF INTEREST DISCLOSURE STATEMENT

1. COMPLETE, SIGN AND DATE PART 1 AND PART 2.

YOU MUST SIGN AND DATE (NOT TYPE) IN THE THREE (3) SIGNATURE BLOCKS

PROVIDED.

2. NAME OF AGENCY INCLUDE THE NAME OF THE AGENCY YOU ARE BEING CONSIDERED FOR

APPOINTMENT.

3. CANDIDATE’S NAME PROVIDE YOUR FULL LAST NAME, FIRST NAME AND MIDDLE NAME. DO NOT USE

INITIALS.

4. HOME ADDRESSES YOU MUST PROVIDE THE ADDRESSES WHERE YOU HAVE RESIDED FOR THE FULL

PAST FIVE (5) YEARS INCLUDING MONTH AND YEAR. 5. TELEPHONE

YOU MUST INCLUDE YOUR CURRENT RESIDENTIAL TELEPHONE NUMBER.

6. PLACE PART 2 OF THE FORM IN AN ENVELOPE FOR THE INCREASED PROTECTION OF YOUR PERSONAL INFORMATION, PLEASE

PLACE PART 2 IN A SEALED ENVELOPE MARKED “PAS” AND ATTACH IT TO PART 1

PRIOR TO SUBMITTING YOUR FORM.

7. MAIL OR COURIER YOUR COMPLETED FORM YOU MAY SUBMIT YOUR FORM TO YOUR MINISTRY/AGENCY CONTACT OR MAIL TO:

PUBLIC APPOINTMENTS SECRETARIAT

ROOM 2440, WHITNEY BLOCK

99 WELLESLEY STREET WEST

TORONTO, ONTARIO M7A 1W4

PERSONAL & CONFLICT OF INTEREST DISCLOSURE STATEMENT

The personal information requested on this form is being collected and used by the Public Appointments Secretariat and the Ministry that has jurisdiction for the agency you are being considered for, to evaluate the suitability of your potential candidacy for appointment to an Ontario agency, board or commission. This information will not be disclosed except as required for the above-noted purpose. Questions about the collection, use or disclosure of personal information requested on this form should be directed to the Public Appointments Secretariat at 416-327-2640.

NAME OF APPLICANT: ____________________________________________________

NAME OF AGENCY, BOARD OR COMMISSION: __________________________________

PART 1 CONFLICT OF INTEREST A conflict of interest arises where you have a personal interest which conflicts, might conflict or may be perceived to conflict with the interests of the agency, board or commission including a conflict with your duties as an appointee to the agency, board or commission. A conflict of interest could arise in relation to personal matters including:

• directorships or other employment;

• interests in business enterprises or professional practices;

• share ownership;

• beneficial interests in trusts;

• existing professional or personal associations with the Agency;

• professional associations or relationships with other organizations; and

• personal associations with other groups or organizations, or family relationships.

Every potential appointee must disclose any obligation, commitment, relationship or interest that could conflict or may be perceived to conflict with his or her duties to or interests of the agency, board or commission to which the potential appointee is seeking appointment.

1) A direct or indirect conflict with my duty as an appointee to the Agency may arise because:

a) I hold the following offices (appointed or elected):

b) I, or any trustee or any nominee on my behalf, own or possess, directly or indirectly, the following interests:

2) The nature and extent of the conflicting office duty or interest is:

3) A real or perceived conflict of interest with my duty as an appointee to the Agency could arise because I receive financial remuneration (either for services performed by me, as an owner or part owner, trustee, or employee or otherwise) from the following sources:

4) Other than disclosed above, do you have any relationships or interests that could compromise, or be perceived to compromise, your ability to exercise judgment or decision-making independently and objectively with a view to the best interests of the Agency? Yes ___No___

Describe:

You may also be bound by the Public Service of Ontario Act, 2006 and other laws, regulations, rules or directives that currently exist or may be established which are applicable to agencies, boards or commissions.

INTEGRITY AND PUBLIC ACCOUNTABILITY

Note: An affirmative answer to any of the following questions does not disqualify a potential applicant from being appointed. Each candidate's background will be considered in relation to the specific requirements of the appointment.

In connection with your employment or business affairs, have you, or any company in which you have a direct or indirect controlling interest, in Ontario or elsewhere:

a. been charged with (where charges are still outstanding and unresolved) or convicted of an offence under the Criminal Code (Canada) in respect of which a pardon has not been granted or issued under the Criminal Records Act (Canada)?

Yes ___ No ___

b. been charged with (where charges are still outstanding and unresolved) or convicted of an offence under any other Federal statute, including but not limited to the Income Tax Act, in respect of which a pardon has not been granted or issued under the Criminal Records Act (Canada)?

Yes ___No ___

2. Have you been charged with (where charges are still outstanding and unresolved) or been disciplined by any professional association or body?

Yes ___ No ___

3. Have you been involved in any issue or controversy in the past, or that may be subject to public review in the future, in which the government may have an interest?

Yes ___ No ___

If you answered "Yes" to any of the above questions, please provide details below (attach a separate sheet if required):

BIOGRAPHY I agree that if I am appointed to the Agency, the Public Appointments Secretariat may publish a biography of me that states the area of the Province in which I reside and contains general information (e.g., a summary of employment history and community involvement) provided on my application for appointment.

If you wish, you may submit a short (i.e., 100 words) biography of yourself for publication purposes below:

PART 1 I have read the above information and understand the request for disclosure. The details are accurate to the best of my knowledge.

If, at any time following the signing of this Personal & Conflict of Interest Disclosure Statement, there occurs any material change to the information given herein regarding conflict of interest, either by way of addition or deletion, I shall forthwith file a supplementary disclosure statement with the Public Appointments Secretariat describing such change. I understand that if I am appointed to a public body prescribed under the Public Service of Ontario Act, I have an obligation to notify my ethics executive of interests that could raise an issue under the conflict of interest rules.

Signature (Required)

Date (DO NOT TYPE)

PART 2. PERSONNEL SCREENING CHECKS

DO NOT FAX THIS FORM – ORIGINAL DOCUMENT IS REQUIRED

PLACE COMPLETED PART 2 IN A SEALED ENVELOPE MARKED “PAS” AND ATTACH TO PART 1

As a condition of appointment our practice is to conduct, with your written consent, a personnel screening check. Applicants must receive a personnel screening clearance before they may be offered a public appointment.

A personnel screening check involves the following elements:

1. A verification of the personal information you have supplied in support of your application.

2. A Declaration from you disclosing any unresolved charges and/or previous convictions for an offence under the Criminal Code (Canada), the Controlled Drugs and Substances Act (Canada), or under any other federal statute, for which a pardon has not been granted or issued under the Criminal Records Act (Canada).

3. A police records check (described below).

1. Verification of Personal Information:

Staff in the ministry responsible for your appointment will verify the personal information you have provided in support of your application.

Ministry staff may contact your previous employers, educational institutions, references and other contacts you have provided, as necessary, to verify the accuracy of information you have supplied. Only your personal information that is relevant to the individual or organization contacted will be disclosed.

Additional information about you may be collected from the individuals contacted where such collection is necessary to verify the information you have supplied.

2. Declaration of previous convictions for federal offences.

On the attached Declaration Form, you will be asked to declare any unresolved charges and/or previous convictions for offences under federal statutes (Federal Offences), for which a pardon has not been granted or issued under the Criminal Records Act (Canada).

The information you supply on the Declaration Form will be used to compare against the results of a police records check (described below). If a discrepancy is identified between your Declaration and the results of the police records check, you may be contacted and given an opportunity to explain this information before a clearance decision is made.

3. Police Records Check

A police records check involves a search by the Ontario Provincial Police (OPP) of records maintained by the RCMP in the Canadian Police Information Centre (CPIC), and records maintained by provincial and municipal police forces, for information about you relating to:

• Convictions under the offence provisions of federal statutes, (Federal Offences) including but not limited to, the Criminal Code (Canada), and the Controlled Drugs and Substances Act (Canada).

o Convictions for which a pardon has been issued or granted to you under the Criminal Records Act (Canada) will not be collected.

• Where a court has made a finding of guilt in respect of a Federal Offence, but has granted you a discharge.

o Records of discharges that have been removed from the CPIC system in accordance with the Criminal Records Act (Canada) will not be collected.

• Charges that have been laid under the offence provisions of federal statutes, but remain unresolved.

o Charges that have been withdrawn by the Crown, or stayed or dismissed by a Court will not be collected.

• Records of judicial orders in effect made in relation to Federal Offences.

The information collected in a police records check will be used to assess your suitability for a Public Appointment in relation to the requirements of the position, and for no other purpose. In the event adverse information is identified, you may be contacted to discuss the results of the police records check before a clearance decision is made.

The police records check will be conducted by the OPP using the personal information you have supplied on this form. Information you provide about your date and place of birth, gender and legal status in Canada will only be used to verify your identity as part of the police records check, and will not be used for any other purpose.

In certain circumstances where your identity cannot be confirmed, the OPP may require copies of your fingerprints to determine whether information obtained in the Police Records Check is about you. In this case, you will be asked to consent to a further police records check by the OPP using your fingerprints. Copies of your fingerprints will be returned to you by the OPP after the police records check is completed. Certain Public Appointments may require additional personnel screening checks. Applicants to these positions will be notified by the Deputy Chief of Staff of Public Appointments of any further screening checks required.

Your Personal Information:

The Security Services and Contingency Planning Branch (SSCPB) of the Ministry of Government Services is responsible for administering the personnel screening check process.

The information you provide on the Declaration Form, and the information that is obtained by the OPP as part of the police records check, will be collected by the SSCPB and the Deputy Chief of Staff of Public Appointments, for the purpose of conducting a personnel screening clearance evaluation. The SSCPB and the Deputy Chief of Staff of Public Appointments will only use your personal information to evaluate your suitability for the appointment to which you have applied, in regard to the requirements of the position.

All personal information collected by the SSCPB will be securely maintained within the branch in confidence; access to information will be restricted to only those employees in the SSCPB who require the information to conduct a clearance evaluation and government auditors. Information obtained in the police records check may also be shared by the SSCPB with the Deputy Chief of Staff of Public Appointments. The SSCPB and the Deputy Chief of Staff of Public Appointments will not disclose any information obtained as part of a police records check to any other person.

Questions about the personnel screening check process may be directed to the Public Appointments Secretariat at 416 327-2640.

Oaths and Affirmations

Should you be appointed to an Agency, Board or Commission, you may be required to swear or affirm your allegiance to the Crown and swear or affirm an oath of office.

CONSENT AND RELEASE - PERSONNEL SCREENING CHECK

I have read and understand the requirements listed on this form for a personnel-screening check.

• I consent to the verification of my personal information I have provided in support of this application.

• I consent to the collection and use of the personal information I have supplied in the Declaration Form by the SSCPB and the Deputy Chief of Staff of Public Appointments for the purpose of evaluating my application for the Public Appointment to which I have applied.

• I consent to and authorize the Ontario Provincial Police to conduct a police records check, as described on this form, and to provide the information collected to the SSCPB, and the Deputy Chief of Staff of Public Appointments, for the purpose of evaluating my application for the Public Appointment to which I have applied.

• I hereby authorize and consent to the release of the records and information held by the RCMP, the OPP, and provincial and municipal police forces, that are required by the OPP to conduct a police records check, and the SSCPB and the Deputy Chief of Staff of Public Appointments to conduct a personnel screening check.

I further declare that all the answers provided in this application, as well as all the information contained in the documents and materials submitted with it are true and complete. I hereby release and discharge forever Her Majesty the Queen in right of Ontario and any or all her respective directors, employees, servants, and agents, including their successors and assigns, from any and all actions, claims and demands for damages, loss or injury howsoever arising, except as a result of negligence or wilful misconduct, which may hereafter be sustained by myself as a result of the collection, use and disclosure of information about me by the Ontario Provincial Police, in the course of conducting personnel screening checks. Signature (Required)

Date (DO NOT TYPE)

APPLICANT INFORMATION Note: Information you provide about your date and place of birth and gender is only collected for purposes of verifying your identity as part of conducting a police records check. This information will not be used to assess your suitability for a Public Appointment, or for any other purpose.

Candidate’s Last Name

First Name and all other first names used (no abbreviations):

Middle Name(s) (No initials)

Date of Birth

YY MM DD

□ Male □ Female

Previous Surnames if any (e.g. Former marriage, maiden)

City/Town/Village

Place of Birth Province/State

Country

Home Addresses for Past 5 Years (Beginning with the most recent; use extra sheet if required)

Street Address City/Province/State/Country/Postal Code

From MM/YY

To MM/YY

Present

Current Residential Telephone #: ( )

Declaration In the box below please identify whether or not you have unresolved charges and/or convictions received in relation to the offence provisions of federal statutes, including, but not limited to, the Criminal Code (Canada) and the Controlled Drugs and Substances Act (Canada), subject to the exceptions listed below.

• If you have received a pardon for a previous conviction in accordance with the Criminal Records Act (Canada) please do not disclose the conviction, nor the fact that you have received a pardon for the conviction.

• If you have been charged with, or convicted of an offence under a provincial statute (Provincial Offences)

please do not disclose the charge or conviction.

• If as a young person, you were subject to charges that were dealt with under the Youth Criminal Justice Act, or its predecessors the Young Offenders Act or the Juvenile Delinquents Act, please do not disclose that information.

Please provide details of all unresolved outstanding charges and/or convictions or indicate “Not Applicable”:

Signature (Required)

Date (DO NOT TYPE)

DO NOT FAX THIS FORM

PLACE PART 2 IN A SEALED ENVELOPE MARKED “PAS” AND ATTACH TO PART 1