“Minister” means the Minister of Economic Development, Job Creation and Trade or the minister of the Crown to whom the powers and duties under this Regulation are assigned or transferred under the Executive Council Act. (“ministre”)

Corporation established

2. (1) A corporation without share capital is established under the name Invest Ontario in English and Investissements Ontario in French.

(2) The Corporation is composed of the members of its board of directors.

(3) A person ceases to be a member of the Corporation when the person ceases to be a director.

Objects

3. The Corporation’s objects are to,

(a) secure strategic business and capital investments that support job creation in Ontario and its economic growth and resiliency by,

(i) proactively identifying and cultivating potential investors or investments (generating leads), and implementing a sales-driven approach,

(ii) identifying and developing relationships with potential investors within key sectors identified by the Minister for the purposes of encouraging and securing investment in Ontario,

(iii) providing customized services to assist investors with selecting a physical location for a potential investment (site selection) and navigating the province’s regulatory environment and permitting requirements,

(iv) providing a co-ordinated and streamlined investment experience that gives companies access to business development teams and a set of tools, services, credits, incentives and supports customized to address investor needs, whether provided by the Crown, the government, a ministry, a Crown agency or any other board, commission, authority or unincorporated body of the Crown,

(v) focusing efforts on investments that offer the highest sustained returns and that are aligned with government priorities,

(vi) working in co-operation with the domestic and international business community, other levels of government and ministries, Crown agencies, boards, commissions, authorities and unincorporated bodies of the Crown; and

(b) conduct such further activities, consistent with its objects, as are described in any policies or directives issued by the Minister or as set out in any agreement with the Minister. O. Reg. 357/20, s. 3; O. Reg. 681/20, s. 1.

Powers

4. (1) Except as limited by this Regulation, the Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects.

(2) The Corporation shall not establish a subsidiary without the consent of the Lieutenant Governor in Council.

Crown agent

5. The Corporation is an agent of the Crown in right of Ontario for all purposes.

Board of directors

6. (1) The board of directors of the Corporation shall be composed of up to 13 members.

(2) The board of directors shall manage or supervise the management of the Corporation’s affairs.

Composition of board, etc.

7. (1) The board of directors of the Corporation shall be appointed by the Lieutenant Governor in Council on the recommendation of the Minister.

(2) The Minister shall designate a chair and a vice-chair from among the members of the board of directors.

(3) If the chair is absent or unable to act, or if the office of the chair is vacant, the vice-chair shall act as chair.

(4) If the chair and vice-chair are absent, the members present shall appoint an acting chair from among themselves.

(5) A majority of the members constitutes a quorum of the board of directors.

(6) The members of the board of directors shall receive the remuneration and reimbursement for reasonable expenses as the Lieutenant Governor in Council determines.

By-laws

8. (1) Subject to the Minister’s approval, the board of directors may pass by-laws and resolutions regulating its proceedings and generally for the conduct and management of the affairs of the Corporation. O. Reg. 357/20, s. 8 (1).

(2) Without limiting the generality of subsection (1), the board of directors may pass by-laws and resolutions to,

(a) appoint officers and, subject to section 9, assign to them such powers and duties as the board of directors considers appropriate;

(b) establish committees of the board of directors and delegate powers and duties to such committees;

(b.1) govern the remuneration and benefits of employees of the Corporation; and

Chief Executive Officer

9. (1) The board of directors shall appoint a Chief Executive Officer. O. Reg. 681/20, s. 3.

(2) The Chief Executive Officer is responsible for the operation of the Corporation, subject to the supervision and direction of the board of directors. O. Reg. 681/20, s. 3.

(3) The Corporation shall pay such remuneration and benefits to the Chief Executive Officer as is determined by the board of directors, subject to the Minister’s approval. O. Reg. 681/20, s. 3.

Employees

10. (1) The Corporation may employ or otherwise engage persons as it considers necessary for the proper conduct of the business of the Corporation. O. Reg. 681/20, s. 3.

(2) The Corporation may enter into agreements with any minister of the Crown or chair of a Crown agency for the provision of services to the Corporation by employees of the Crown or employees of the Crown agency, as the case may be. O. Reg. 681/20, s. 3.

(3) The Corporation may provide its eligible employees with pension benefits under the Public Service Pension Plan if the Corporation is designated as an employer under the Public Service Pension Act, 1989. O. Reg. 681/20, s. 3.

(4) The Corporation shall pay such remuneration and benefits to employees of the Corporation as is determined by the board of directors, subject to the Minister’s approval. O. Reg. 681/20, s. 3.

Application of certain Acts

11. (1) Section 132 (disclosure: conflict of interest), subsection 134 (1) (standards of care, etc., of directors, etc.) and section 136 (indemnification) of the Business Corporations Act apply, with necessary modifications, to the Corporation and its directors. O. Reg. 357/20, s. 11.

(2) The Corporations Information Act does not apply to the Corporation. O. Reg. 681/20, s. 4.

Immunity

12. No member, officer or employee of the Corporation, or any other person acting on behalf of the Corporation, is personally liable for anything done or omitted in good faith in the exercise or purported exercise of the powers or duties conferred by the Act or by this Regulation.

Financial records, etc.

13. (1) The Corporation shall maintain financial records for the Corporation and shall establish financial, management and information systems that will enable the Corporation to prepare financial statements in accordance with generally accepted accounting principles.

Inspection

(2) Upon the request of the Minister, the Corporation shall promptly make their financial records available for inspection.

Fiscal year

14. The Corporation’s fiscal year begins on April 1 in each year and ends on March 31 in the following year.

Reports

15. (1) The Corporation shall, on a frequency identified by the Minister, report on its progress in achieving performance targets and standards as set by the Minister.

(2) The Corporation shall prepare an annual report, provide it to the Minister no later than 120 days after the end of the Corporation’s fiscal year and make it available to the public.

(3) The Corporation shall comply with such directives as may be issued by the Management Board of Cabinet with respect to,

(a) the form and content of the annual report; and

(b) when and how to make it available to the public.

(4) The Corporation shall include such additional content in the annual report as the Minister may require.

Tabling of annual report

16. The Minister shall table the Corporation’s annual report in the Assembly and shall comply with such directives as may be issued by the Management Board of Cabinet with respect to when to table it.

Business plans and reports

17. (1) At least six months before the beginning of each fiscal year or by a date specified by the Minister, the Corporation shall prepare and provide to the Minister for the Minister’s approval a business plan described in subsection (2) and such reports as the Minister may require.

(2) The business plan must be based on a five-year cycle and contain,

(a) the Corporation’s proposed operating budget for the fiscal year and the next two fiscal years;

(b) the Corporation’s projected revenues and their sources;

(d) any other information required by the Minister.

Other reports

17.1 The Minister may require the Corporation to provide other reports on such topics as the Minister specifies. O. Reg. 681/20, s. 5.

Policies and directives by Minister

18. (1) The Minister may issue policies and directives in writing to the board of directors of the Corporation on matters relating to the exercise of its powers or duties.

(2) The board shall, through the Corporation, ensure that the policies and directives issued to the Corporation are implemented promptly and efficiently.

Audit

19. (1) The Corporation’s board of directors shall appoint one or more licensed public accountants to audit the accounts and transactions of the Corporation for the previous fiscal year. O. Reg. 681/20, s. 6.

Auditor General

(2) The Auditor General may also audit the accounts and transactions of the Corporation for any fiscal year. O. Reg. 681/20, s. 6.

Minister-appointed auditor

(3) The Minister may at any time appoint a licensed public accountant, other than the person appointed under subsection (1), to audit the accounts and transactions of the Corporation for any period of time specified by the Minister. O. Reg. 681/20, s. 6.

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O. Reg. 357/20: INVEST ONTARIO

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