Memorandum of Understanding Between Minister of Agriculture, Food and Rural Affairs and Chair of the Ontario Food Terminal Board

Table of Contents

  1. Purpose
  2. Definitions
  3. Agency's Legal Authority and Mandate
  4. Crown Agent Status
  5. Agency Classification
  6. Guiding Principles
  7. Accountability Relationship
  8. Conflict of Interest
  9. Roles and Responsibilities
  10. Reporting Requirements
  11. Communications
  12. Buy Ontario Initatives
  13. Administrative Arrangements
  14. Financial Arrangements
  15. Audit
  16. Staffing and Appointments
  17. Liability Protection and Insurance
  18. Effective Date and Duration and Periodic Review of the MOU
  19. Signatures

Appendix 1: Summary of Agency Reporting Requirements

Appendix 2: Applicable TB/MBC and Ministry of Finance Directives


1. Purpose

    1. The purpose of this Memorandum of Understanding (MOU) is to:
      • Establish the accountability relationships between the Minister of Agriculture, Food and Rural Affairs and the Ontario Food Terminal Board through the Chair.
      • Clarify the roles and responsibilities of the Minister, the Chair, the Deputy Minister, General Manager and Board Directors.
      • Set out the expectations for the operational, administrative, financial, auditing and reporting arrangements between the Ontario Food Terminal Board and the Ministry of Agriculture, Food and Rural Affairs.
    2. This MOU should be read together with the Ontario Food Terminal Act. This MOU does not affect, modify or limit the powers of the Agency as set out in the Act, or interfere with the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and any act or regulation, the act or regulation prevails.

2. Definitions

In this MOU:

  1. "Act" means the Ontario Food Terminal Act that governs the Agency.
  2. "Agency" means the Ontario Food Terminal Board.
  3. "AEAD" means the Treasury Board/Management Board of Cabinet Agency Establishment and Accountability Directive.
  4. "Appointee" means a director or other member appointed to the Agency by the minister or by the Lieutenant Governor in Council, but does not mean an individual appointed by the Agency as staff.
  5. "Board" means the board of directors of the Ontario Food Terminal Board.
  6. "Chair" means the Chair of the Ontario Food Terminal Board.
  7. "Constituting instrument" means the Ontario Food Terminal Act that established the Agency.
  8. "Deputy Minister" means the Deputy Minister of the Ministry of Agriculture, Food and Rural Affairs.
  9. "Director" means a member of the Ontario Food Terminal Board.
  10. "Fiscal Year" means the period from April 1st to March 31st.
  11. "General Manager" means the manager of the Ontario Food Terminal Board appointed under the Ontario Food Terminal Act.
  12. "MBC" means Management Board of Cabinet.
  13. "Minister" means Minister of Agriculture, Food and Rural Affairs.
  14. "Ministry" means the Ontario Ministry of Agriculture, Food and Rural Affairs.
  15. "MOU" means the Memorandum of Understanding between the Minster of Agriculture, Food and Rural Affairs and the Chair of the Ontario Food Terminal Board.
  16. "OFT" means the Ontario Food Terminal.
  17. "PSOA" means the Public Service of Ontario Act, 2006, S.O. 2006, c. 35, Sched. A.
  18. "TB" means Treasury Board.

3. Agency's Legal Authority and Mandate

  1. The legal authority of the Agency is set out in the Ontario Food Terminal Act R.S.O. 1990, Chapter O.15. The Agency is also responsible for the direct administration of three regulations.
  2. The mandate of the Ontario Food Terminal Board is to acquire construct, equip and operate a wholesale fruit and produce market in the City of Toronto (formerly The Municipality of Metropolitan Toronto) or The Regional Municipality of York known in English as the Ontario Food Terminal and in French as Marché des produits alimentaires de l'Ontario and to acquire and operate such facilities for the transportation and handling of fruit and produce as may be necessary for the purpose of the Terminal.

4. Crown Agent Status

The Agency is an agent of the Crown within the meaning of the Crown Agency Act.

5. Agency Classification

The Agency is classified as an Operational Enterprise Agency under the AEAD.

6. Guiding Principles

The parties agree to the following principles:

  1. The Minister recognizes that the Board is a operational enterprise which exercises regulatory powers and performs its duties in accordance with its mandate under the Ontario Food Terminal Act. The Board's regulatory and adjudicative decisions must be made and be seen by the public to be made independently and impartially.
  2. The Minister acknowledges that the Agency exercises powers and performs duties in accordance with its mandate.
  3. The Minister recognizes that the Board operates at "arm's length" from government on regulatory and adjudicative matters.
  4. d. The Minister acknowledges that the Agency plays a meaningful role in the development of the policies and programs of the government, as well as in the implementation of those policies and delivery of programs.
  5. The Chair acknowledges that accountability is a fundamental principle to be observed in the management, administration and operations of the Agency. The Board acknowledges that they are accountable to the government through the minister. The Board acknowledges that accountability to the government means accountability to the Minister through the Chair.
  6. As an Agency of the government, the Agency conducts itself according to the management principles of the Government of Ontario. These principles include ethical behaviour; prudent; efficient, and lawful use of public resources; fairness; high quality service to the public; and openness and transparency to the extent allowed under law.
  7. The Agency and the ministry agree to avoid duplication of services wherever possible.

7. Accountability Relationships

7.1 Minister

  1. The Minister is accountable for attesting, reporting and responding to Treasury Board/Management Board of Cabinet on the agency's performance and compliance with government's applicable directives and operational policies.
  2. The Minister is accountable to the Legislative Assembly for the Agency's fulfillment of its mandate, and its compliance with government administrative policies. For these purposes the Minister reports and responds to the Legislative Assembly on the affairs of the Agency.
  3. The Minister is accountable to the Cabinet for the performance of the Agency and its compliance with the government's operational policies and broad policy directions.
  4. The Minister is accountable to Treasury Board/Management Board of Cabinet for the Agency's compliance with applicable TB/MBC directives and operations policies.

7.2 Chair

The Chair is accountable to the Minister for the performance of the Agency in fulfilling its mandate, and for carrying out the roles and responsibilities assigned to the Chair by the Ontario Food Terminal Act, this MOU, and applicable TB/MBC and Ministry of Finance directives.

7.3 Board of Directors

The Board is accountable to the Minister, through the Chair, for the oversight and governance of the Agency, setting goals, objectives and strategic direction for the Agency within its mandate, and for carrying out the roles and responsibilities assigned to it by the Ontario Food Terminal Act, applicable TB/MBC and Ministry of Finance directives, and this MOU.

7.4 Deputy Minister

The Deputy Minister is accountable to the Minister for the performance of the Ministry in providing support to the Agency and for carrying out the roles and responsibilities assigned by the Minister, the Ontario Food Terminal Board Act, the Secretary of the Cabinet, applicable TB/MBC and Ministry of Finance directives, and this MOU.

7.5 General Manager

The General Manager is accountable to the Board, through the Chair, for the management and supervision of the Agency's operations and staff. The General Manager works under the direction of the Chair to implement policy and operation decisions. The General Manager reports the Agency's performance results to the Board, though the Chair.

8. Conflict of Interest

The Chair is responsible for ensuring that appointees are informed of the conflict of interest rules to which they are subject, including the rules on political activities that govern the organization. The General Manager acts as ethics executive under the PSOA and is responsible for ensuring Agency staff are informed of and comply with conflict of interest rules.

9. Roles and Responsibilities

9.1 Minister

The Minister is accountable to Cabinet and to the Legislative Assembly for:

  1. Reporting and responding to the Legislative Assembly on the affairs of the Agency.
  2. Recommending the Agency's MOU to MBC for approval before it is signed by the parties.
  3. Reviewing the advice or recommendation of the Chair on candidates for appointment or re-appointment to the board.
  4. Ensuring that suitable candidates are appointed to the Board in a timely basis.
  5. Attesting, reporting and responding to TB/MBC on the Agency's performance, compliance with applicable TB/MBC directives, the government's operational policies and policy directions.
  6. Determining at any time the need for a review or audit of the Agency and recommending to TB/MBC any changes to the governance or administration of the Agency resulting from the review.
  7. Receiving the Agency's annual report and ensuring that the annual report is made available to the public after tabling in the Legislative Assembly.
  8. Informing the Chair of the government's priorities and broad policy directions for the Agency.
  9. Consulting, as appropriate, with the Chair (and others) on significant new directions or when the government is considering regulatory or legislative changes for the Agency.
  10. Developing the Agency's MOU with the Chair and signing it into effect after it has been signed by the Chair.
  11. Reviewing and approving the Agency's annual business plan.
  12. Directing the Chair to undertake reviews of the Agency on a periodic basis, and making recommendations to TB/MBC as may be required after such reviews are completed.
  13. Recommending to TB/MBC any provincial funding to be allocated to the agency.

9.2 Chair

The Chair is responsible for:

  1. Providing leadership to the Board and monitoring the Board's performance.
  2. Ensuring the implementation of action that support the goals, objectives and strategic direction of the Agency.
  3. Seeking strategic policy direction for the agency from the Minister.
  4. Through the Board members ensuring that the Board carries out its responsibilities as assigned under the Ontario Food Terminal Act and regulations there under.
  5. Ensuring timely communications with the Minister regarding any issues or events that may concern, or reasonably expected to concern the Minister in the exercise of her responsibilities relating to the Agency.
  6. Consulting with the Minister in advance regarding any activity which may have an impact on the government and Ministry's policies, directives and procedures, or on the Agency's mandate, powers or responsibilities as set out in the Agency's constituting instrument.
  7. Monitoring the performance of the Agency.
  8. Reporting to the Minster as requested on the Agency's activities within agreed upon timelines.
  9. Developing the Agency's MOU with the Minister and signing it on behalf of the board.
  10. Reviewing and approving the Agency's business plan, budget, annual report and financial reports, and submitting them to the Minister in accordance with the time lines specified in the applicable TB/MBC and Ministry of Finance directives, and this MOU.
  11. Providing both the Minister and the Minister of Finance with a copy of every audit report, a copy of the Agency's response to each report, and any recommendations in the report.
  12. Advising the Minister annually on any outstanding audit recommendations.
  13. Ensuring that Board members are informed of their responsibilities under the PSOA with regard to the rules of ethical conduct (Part III of the PSOA), including the political activity rules (Part IV of the PSOA).
  14. Recording any declared or apparent conflicts of interest and advising the Conflict of Interest Commissioner of these conflicts promptly.
  15. Making sure that appropriate management systems are in place (financial, information technology, human resource) for the effective administration of the Agency.
  16. Making sure that an appropriate framework is in place for Agency staff and appointees to receive adequate orientation and training.
  17. Making sure that Agency staff and appointees are aware of and comply with applicable TB/MBC and Ministry of Finance directives.
  18. Making sure a process for responding to and resolving complaints from the public and Agency customers is in place.
  19. Carrying out effective public communications and relations for the Agency as its chief spokesperson.
  20. Cooperating with any review or audit of the Agency directed by the Minister or TB/MBC.
  21. Evaluating the performance of the General Manager in consultation with the Board and pursuant to performance criteria established by the Board and the Chair.
  22. Implementing administrative policies for appointees to the Agency concerning:
    • A code of conduct or conflict of interest framework
    • Post-service conduct (lobbying, appearing before the Agency, etc.) including time periods for restrictions
  23. Keeping the Minister informed of upcoming appointment vacancies and provide recommendations for appointments or re-appointments.
  24. Reviewing and approving claims for per diems and expenses of board members.

9.3 Board of Directors

The Board is responsible for:

    1. Setting the goals, objectives, and strategic directions for the Agency within its mandate as defined by the Ontario Food Terminal Act, government policies as appropriate and this MOU.
    2. Directing the affairs of the Agency and setting overall priorities so as to fulfill its mandate.
    3. Directing the development of and approving the Agency's business plans for submission to the Minister within the timelines agreed upon with the Ministry or this MOU.
    4. Directing the preparation of and approving the Agency's annual reports for submission to the Minister for tabling in the Legislative Assembly within the timelines established by the Agency's constituting instrument or the AEAD as applicable.
    5. Making decisions consistent with the business plan approved for the Agency and ensuring that the Agency operates within its allocations.
    6. Ensuring that the Agency manages its affairs in compliance with applicable TB/MBC directives.
    7. Ensuring that Agency funds are used with integrity, honesty, fairness and effective controllership.
    8. Establishing such committees as may be required to advise the Board on effective management, governance or accountability procedures for the Agency.
    9. Approving the MOU for the Agency in a timely manner and authorizing the Chair to sign it on behalf of the Agency.
    10. Approving the Agency's reports and reviews that may be requested by the Minister from time to time for submission to the Minister within agreed upon timelines.
    11. Directing the development of an appropriate risk management framework and a risk management plan and arranging for risk-based reviews and audits of the Agency as needed.
    12. Ensuring that conflict of interest rules that have been approved by the Conflict of Interest Commissioner are in place for the members of the board and employees of the Agency.
    13. Establishing performance measures, targets and management systems for monitoring and assessing the Agency's performance.
    14. Cooperating with and sharing any relevant information on any risk-based or periodic review directed by the Minister or TB/MBC.
    15. Consulting, as appropriate, with stakeholders on the Agency's goals, objectives, strategic directions, rules and procedures.
    16. Providing advice to the government, through the Minister, on issues within or affecting the Agency's mandate and operations.

9.4 Deputy Minister

The Deputy Minister is responsible for:

  1. Advising and assisting the Minister regarding the Minister's responsibilities for the Ontario Food Terminal Board.
  2. Advising the Minister on the requirements of the AEAD, the Government Appointees Directive and other directives that apply to the Ontario Food Terminal Board.
  3. Recommending to the Minister, as may be necessary, the evaluation or review, including a risk-based review, of the Ontario Food Terminal Board or any of it's programs, or changes to the management framework or operations of the Ontario Food Terminal Board.
  4. Facilitating regular briefings and consultations between the Chair and Minister, and between Ministry staff and Agency staff.
  5. Attesting to TB/MBC as required, to the Ontario Food Terminal Board's compliance with the mandatory accountability requirements set out in the AEAD.
  6. Ensuring that the ministry and the Ontario Food Terminal Board has the capacity and systems in place for on-going risk-based management, including appropriate oversight of the Ontario Food Terminal Board.
  7. Ensuring that the Agency has an appropriate risk management framework and a risk management plan in place for managing risks that the Agency may encounter in meeting its program or service delivery objectives.
  8. Undertaking timely risk-based review of the Ontario Food Terminal Board, its management or operations, as may be directed by the Ministry of TB/MBC.
  9. Establishing a framework for reviewing and assessing the Agency's business plans and other reports.
  10. Supporting the Minister in reviewing the performance targets, measures and results of the Ontario Food Terminal Board.
  11. Advising the Minister on documents submitted by the Agency to the Minister for review or approval, or both.
  12. Submitting a management plan to the Minister as part of the annual planning process, including a risk assessment for each risk category.
  13. Undertaking reviews of the Agency as may be directed by the Minister.
  14. Cooperating with any review of the Agency as directed by the Minister or TB/MBC.
  15. Monitoring the Agency on behalf of the Minister while respecting the Agency's authority, identifying needs for corrective action where warranted, and recommending to the Minister ways of resolving any issues that might arise from time to time.
  16. Consulting with the Agency's Chair, as needed, on matters of mutual importance including services provided by the ministry and compliance with TB/MBC directives and ministry policies.
  17. Meeting with the Chair as needed or as directed by the Minister.
  18. Arranging for administrative, financial and other support to the Agency as specified in this MOU.
  19. Informing the Chair, in writing, of new government directives and any exceptions to or exemption in whole or in part from TB/MBC directives or Ministry administrative policies.
  20. When required, submitting a report to the secretaries of TB/MBC on the wind-down of the agency, disposition of any assets, completion of any outstanding responsibilities by the agency, and the termination of any appointments.

9.5 General Manager

The General Manager is responsible for:

  1. Managing the operations of the Agency in accordance with the mandate of the Agency, TB/MBC and Ministry of Finance directives and policies, accepted business and financial practices, and this MOU.
  2. Advising the Chair on the requirements of and compliance with the AEAD as well as other TB/MBC and Ministry of Finance directives and policies, and Agency by-laws and policies.
  3. Recruiting, training and supervising staff and independent contractors and services providers who provide support for the Ontario Food Terminal Board facility.
  4. Applying policies and procedures so that public funds are used with integrity and honesty.
  5. Providing leadership and management to the Agency staff, including financial resources management.
  6. Establishing and applying a financial management framework for the Agency in accordance with applicable Minister of Finance controllership directives, policies and guidelines.
  7. Translating the goals, objectives and strategic directions of the Board into operational plans and activities in accordance with the Agency's approved business plan.
  8. Ensuring that the Agency has the oversight capacity and an effective oversight framework in place for monitoring its management and operations.
  9. Keeping the Board, through the Chair, informed on the implementation of policy and the operations of the Agency.
  10. Establishing systems to ensure that the Agency operates within its approved business plan.
  11. Ensuring that the Agency has an appropriate risk management framework and risk management plan in place.
    Supporting the Chair in meeting his responsibilities.
  12. Carrying out in-year monitoring of the Agency's performance and reporting on results to the Board through the Chair.
  13. Keeping the Ministry and the Chair advised on issues or events that may concern the Minister, the Deputy Minister and the Chair in the exercise of their responsibilities.
  14. Seeking support and advice from the Ministry, as appropriate, on Agency management issues.
  15. Establishing a system for the retention of Agency documents and for making such documents publicly available when appropriate, for complying with the Freedom of Information and Protection of Privacy Act and the Archives and Recordkeeping Act where applicable.
  16. Undertaking timely risk-based reviews of Agency's management and operations.
  17. Consulting with the Deputy Minister as needed, on matters of mutual importance, including services provided by the Ministry, and on TB/MBC and Ministry of Finance directives and Ministry policies.
  18. Cooperating with a periodic review directed by the Minister or TB/MBC.
  19. Keeping the Board, through the Chair informed about operational matters.
  20. Preparing annual reports and business plans for the Agency as directed by the Board.
  21. Preparing financial reports for approval by the Board.
  22. Preparing, for approval by the Board, a performance review system for staff and implementing the system.
  23. Acting as ethics executive, ensuring that agency staff are informed of and comply with conflict of interest results and legislation (PSOA).

10. Reporting Requirements

10.1 Business Plan

  1. The Chair will ensure that the Minister is provided annually with the Agency's business plan that includes a financial budget covering a minimum of three years from the current fiscal year and a risk management plan, for approval within the timelines established by the Minister for this purpose.
  2. The Chair is responsible for ensuring that the Agency's annual business plan meets the requirements of the AEAD.
  3. The Chair will ensure that the business plan includes a risk assessment and risk management plan to assist the Ministry in developing its risk assessment and risk management plan information in accordance with the requirements of the AEAD, to assess risk, develop and maintain necessary records and report to TB/MBC.
  4. The Minister will review the Agency's annual business plan and will promptly advise the Chair whether or not the Minister concurs with the directions proposed by the Agency. The Minister may advise the Chair where and in what manner the Agency's plans vary from government or ministry policy or priorities as may be required, and the Agency will revise its plan accordingly.
  5. The Chair is responsible for ensuring that the Agency's business plan includes a system of performance measures and reporting on the achievement of the objectives set out in the business plan. The system must include performance goals, how they will be achieved, and target results and time frames.
  6. In addition, the Chair of TB/MBC may require the Minister to submit the Agency's business plan to TB/MBC for review at any time.

10.2 Annual Reports

The Chair is responsible for ensuring that the Agency's annual report is submitted to the Minister for tabling in the legislative assembly. The Chair will submit the annual report to the Minister within 120 days of the Agency's fiscal year end or within 15 business days of the Agency receiving the audited financial statements.

10.3 Other Reports

The Chair is responsible for:

  1. Ensuring that the reports and documents set out in Appendix 1 to this MOU are submitted for review and approval to the Minister in accordance with the prescribed timelines.
  2. At the request of the Minister or Deputy Minister, supplying specific data and other information that may be required from time-to-time for the purpose of ministry administration.

11. Communications

The parties to this MOU recognize that the timely exchange of information on the operations and administration of the Agency is essential for the Minister to meet her responsibilities for reporting and responding to the Legislative Assembly on the affairs of the Agency. The parties also recognize that it is essential for the Chair to be kept informed of the government initiatives and broad policy directions that may affect the Agency's mandate and functions.

The parties, therefore, agree as follows:

  1. The Chair will keep the Minister advised, in a timely manner, of all planned events and issues that concern or can be reasonably expected to concern the Minister in the exercise of her responsibilities.
  2. The Minister will consult with the Chair, as appropriate, on broad government policy initiatives or legislation being considered by the government that may impact on the Agency's mandate or functions.
  3. The Minister and the Chair will meet when required, to discuss issues relating to the fulfillment of the Agency's mandate, management and operations.
  4. The Deputy Minister and the Chair will meet when required to discuss issues relating to the efficient operation of the Agency and the provisions of services by the ministry to the Agency.

12. Buy Ontario Initatives

Whenever reasonable, the Agency will strive to align its goals and objectives with Ministry's "Buy Ontario" initiatives and help build awareness of and demand for the fresh, high-quality foods grown and produced in Ontario, within the scope of the Board's mandate. The Board will include an account of its activities in this regard in its Business Plan.

13. Administrative Arrangements

13.1 Applicable Treasury Board/Management Board of Cabinet and Ministry of Finance Directives

  1. The Chair is responsible for ensuring that the Agency operates in accordance with all applicable TB/MBC and Ministry of Finance and Public Service Commission, under the POSA, as well as applicable ministry financial and administrative policies and procedures. Appendix 2 to this MOU provides a list of applicable directives and policies.
  2. The Chair is responsible for ensuring that the legal, financial and other interests of the government in intellectual property are protected in any contract that the Agency may enter into with a third party that involves the creation of intellectual property.

13.2 Administrative and Organizational Support Services

The Agency operates the Ontario Food Terminal. The Ministry provides no administrative or organization support.

13.3 Legal Services

The Agency is responsible for retaining its own legal counsel.

13.4 Freedom of Information and Protection of Privacy

The Chair is the institution head for the purposes of the Freedom of Information and Protection of Privacy Act.

13.5 Delegation of Human Resource Management Authority Under the Public Service of Ontario Act, 2006

Where the PSOA has delegated human resources authority to the person prescribed in Regulation 376/07, that person is accountable for exercising that authority in compliance with any relevant legislation, directives, or policies in accordance with the mandate of the Agency, and within the parameters of the delegated authority.

13.6 Records Management

  1. The Chair is responsible for ensuring that a system is in place for the creation, collection, maintenance, and disposal of records.
  2. The Chair is responsible for ensuring that the Agency complies with the TB/MBC Management of Recorded Information Directive.
  3. The Chair is responsible for ensuring that the Agency complies with the Archives and Recordkeeping Act, 2006, S.O. 2006, Chapter 34, Schedule A.

13.7 Client/Customer Service

  1. The Chair will ensure that the Agency delivers its services in accordance with the principles and mandatory requirements, as appropriate, of the OPS Service Directive.
  2. The Agency has in place a formal process for responding to complaints about the quality of services received by customers of the Agency consistent with the government's service quality standards.
  3. The Agency's annual business plan will include performance measures and targets for customer service and the Agency's response to complaints.

13.8 Procurement Arrangements

The Agency must follow the Procurement Directive as it applies to "Other Included Entities". The Agency is responsible for using a competitive procurement process for all consultation services, irrespective of the value of the procurement and can use invitations completive procurement for consulting services up to $100,000. The Agency must seek Minister approval for the use of any non-competitive procurement processes irrespective of value.

14. Financial Arrangements

14.1 Funding

The Agency is entirely responsible for developing its own revenues. Recovered costs and other revenues, if any, are provided for in the Act, in particular s. 7

  1. Pursuant to Section 28 of the Financial Administration Act, the Agency shall not enter into any financial arrangement or commitment, guarantee, indemnity or similar transaction that may increase, directly or indirectly, the indebtedness or contingent liabilities of the Government of Ontario without the written approval of the Minister of Finance. The Minister's approval is required before seeking MOF's statutory approval.
  2. When ordered to do so by the Minister of Finance, pursuant to Section 16.4 of the Financial Administration Act, the Agency shall pay into the Consolidated Revenue Fund any money that the Minister of Finance determines is surplus to its requirements.

14.2 Financial Reports

  1. The Chair will provide to the Minister audited annual financial statements, and will include them as part of the Agency's annual report. The statements will be provided in a format that is in accordance with the province's stated accounting policies issued by the Office of the Provincial Controller.
  2. The Agency will submit to the Minister of Finance its salary information according to the Public Sector Salary Disclosure Act.
  3. The Agency will provide the Minister with quarterly expenditure budget - variance reports in accordance to the AEAD.

14.3 Taxation Status: Harmonized Sales Tax (HST)

The Ontario Food Terminal Board is liable to pay all taxes.

15. Audit

  1. The Agency is subject to periodic review and value-for-money audit by the Auditor General of Ontario under the Auditor General Act or by the Ontario Internal Audit Division.
  2. The Ontario Internal Audit Division may also carry out an internal audit, if approved to do so by the Ministry's Audit Committee or by the Corporate Audit Committee.
  3. Regardless of any annual external audit, the Minister may direct that the Agency be audited.
  4. The Agency will promptly provide a copy of every report from an audit to the Minister and the Minister of Finance. The Agency will also provide a copy of its response to the audit report and any recommendations therein. The Agency will advise the Minister annually on any outstanding audit recommendations.
  5. The Chair may request an external audit of the financial transactions or management controls of the Agency at the Agency's expense.

16. Staffing and Appointments

16.1 Staffing

Under section 3(2) of the Ontario Food Terminal Act subject to the approval of the Board, the manager may, appoint such employees as they consider necessary for its purposes.

16.2 Appointments

  1. The Chair is appointed by the Lieutenant-Governor-in-Council on the recommendation of the Minister pursuant to subsection 2(3) of the Ontario Food Terminal Act. Under this subsection one member of the Board may be appointed Vice-Chair.
  2. The members of the Board are appointed by the Lieutenant-Governor in Council on the recommendation of the Minister pursuant to subsection 2(2) of the Ontario Food Terminal Act.

17. Liability Protection and Insurance

The Agency will purchase third party liability insurance coverage to protect itself against claims that might arise from anything done or omitted to be done by the Agency or its directors, officers, employees, or agents, and from anything done or omitted to be done where bodily or personal injury, death, or property damage, including loss of use thereof, is caused. The Agency will maintain Directors and Officers Liability insurance in an amount determined by the Board to cover their needs based on their business and risk analysis.

18. Effective Date and Duration and Periodic Review of the MOU

18.1 Effective Date of MOU

  1. This MOU becomes effective on the date it has been signed by both parties.
  2. This MOU will continue in effect for not more than five years from the effective date.
  3. This MOU will remain in force for no more than six months after its expiry date until a signed MOU is provided to the Secretary, Management Board of Cabinet.
  4. If a new Minister or Chair takes office before this MOU expires, the MOU must be affirmed by the new party. The new party must affirm by letter that the MOU will remain in force without a review; or alternatively, they may agree to revise it. A copy of the letter of affirmation must be provided to the Secretary, Management Board of Cabinet within six months of the new party's or parties' commencement.
  5. Without affecting the effective date of this MOU, either the Minister or Chair may initiate a review of this MOU by written request to the other.
  6. A full review of this MOU will be conducted prior to its expiry not more than five years following the date it came into effect, or immediately in the event of a significant change to the Agency's mandate, powers or governance structure as a result of an amendment to the Ontario Food Terminal Act.

18.2 Reviews

  1. The Ontario Food Terminal Board may be subject to a review at the discretion and direction of TB/MBC or the Minister. The review may cover such matters relating to the Agency that are determined by TB/MBC or the Minister, and may include the mandate, powers, governance structure and/or operations of the Agency.
  2. The Minister will consult the Chair as appropriate during any such review.
  3. The Chair and General Manager will cooperate in any review.

19. Signatures

________________________
Chair

_______________________

Date
Ontario Food Terminal Board

_________________________
Minister

________________________

Date
Agriculture, Food and Rural Affairs

Appendix 1: Summary of Agency Reporting Requirements

Due Date Report Names of Responsible Officials
End of fiscal year - March 31

Agency Business Plan

  • Prepares
  • Approves
  • Provides to Minister
  • General Manager
  • Chair and Board of Directors
  • Chair
120 days after the end of the fiscal year - March 31 or within 15 business days of receiving the audited financial statements

Annual Report

  • Prepares
  • Approves
  • Provides to Minister
  • General Manager
  • Chair and Board of Directors
  • Chair
The end of the month following the quarter (Q1 due July 31, Q2 due October 31, Q3 due January 31, Q4 due April 30)

Quarterly Expenditure Variance Reports

  • Prepares
  • Approves
  • Provides to Minister
  • General Manager
  • Chair and Board of Directors
  • Chair

Appendix 2: Applicable TB/MBC and Ministry of Finance Directives

The Ontario Food Terminal Board is classified as an Operational Enterprise (formerly a Schedule II Agency). The Board shall comply with all MBC Directive/Policies that are applicable for an Agency of this classification, both those in effect on the effective date of this MOU and those that come into effect during the term of this MOU, as those Directives/Policies may be amended for time to time.

  1. The following TB/MBC and Ministry of Finance directives, guidelines, and policies apply to the Agency:
    • Agency Establishment and Accountability Directive
    • Accountability Directive
    • Transfer Payment Accountability Directive
    • Government Appointees Directive
    • Procurement Directive (July 2009) as it applies to "Other Included Entities"
    • Travel, Meal and Hospitality Expenses Directive
    • Advertising Content Directive
    • Internal Audit Directive
    • Visual Identity Directive
    • Procurement Directive on Advertising, Public and Media Relations, and Creative Communications Services Directive
    • Freedom of Information and Privacy Directive
  2. The ministry will inform the Agency of amendments or additions to directives, policies and guidelines that apply to the Agency; however, the Agency is responsible for complying with all directives, policies and guidelines to which it is subject.

For more information:
Toll Free: 1-877-424-1300
E-mail: ag.info.omafra@ontario.ca
Author: Loree Saunders - Compliance Program Coordinator/OMAFRA
Creation Date: 26 March 2015
Last Reviewed: 26 March 2015