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ontario regulation 517/21

made under the

Alcohol, Cannabis and Gaming Regulation and Public Protection Act, 1996

Made: July 5, 2021
Filed: July 6, 2021
Published on e-Laws: July 6, 2021
Printed in The
Ontario Gazette: July 24, 2021

Lottery subsidiary - iGaming Ontario

Interpretation

1. In this Regulation,

“Corporation” means iGaming Ontario established under section 2; (“Société”)

“Minister” has the same meaning as in Part I of the Act. (“ministre”)

Corporation established

2. For the purposes of subsection 6.1 (1) of the Act, a corporation without share capital is established under the name iGaming Ontario in English and Jeux en ligne Ontario in French.

Prescribed online lottery schemes

3. For the purposes of the Act and this Regulation, a lottery scheme offered through a gaming site that is an electronic channel operated by a supplier registered as an operator under the Gaming Control Act, 1992 is prescribed as an online lottery scheme.

Prescribed objects and duties

4. For the purposes of clause 6.1 (1) (b) of the Act, the following objects and duties are prescribed:

1.  To enhance the economic development of the province of Ontario.

2.  To generate revenues for the province of Ontario.

3.  To promote responsible gaming with respect to prescribed online lottery schemes.

Powers requiring approval

5. The Corporation shall not exercise the following powers without the approval of the Lieutenant Governor in Council:

1.  Create a subsidiary.

2.  Acquire, hold or dispose of any interest in real property, except for renting office space.

3.  Borrow money or give security against property.

Board of directors

6. (1) The Corporation shall be composed of a board of directors consisting of the members appointed in accordance with this Regulation.

(2) The board shall be composed of no more than seven members, excluding the executive director appointed under subsection 16 (1).

(3) The board shall manage and supervise the activities and affairs of the Corporation.

Appointment of members

7. (1) The Minister shall appoint members to the board of directors of the Corporation on the recommendation of the board of directors of the Commission.

(2) In appointing members under subsection (1), the Minister shall ensure that the majority of the board is not composed of directors, officers or employees of the Commission.

Eligibility

8. (1) Subsection 118 (1) (qualifications of directors) of the Business Corporations Act applies, with necessary modifications, in respect of the Corporation.

(2) An individual who has been convicted of fraud or a similar offence by any court in Canada or elsewhere is disqualified from being a member of the board of directors of the Corporation.

Chair and vice-chair

9. (1) The Minister shall designate one member of the board of directors of the Corporation as chair of the board and one member as vice-chair.

(2) The chair shall preside over the meetings of the board.

(3) If the chair is absent or otherwise unavailable to act or if the office of the chair is vacant, the vice-chair shall act as and have all the powers of the chair.

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

Quorum

10. (1) Subject to subsections (2) and (3), a majority of the members of the board of directors of the Corporation shall constitute a quorum for meetings of the board and may exercise the powers of the board.

(2) If no quorum exists for the purpose of voting on a matter only because a member of the board is not permitted to be present at the meeting by reason of a conflict of interest, the remaining members of the board shall be deemed to constitute a quorum for the purpose of voting on the matter.

(3) A quorum shall not be constituted if the majority of the members who would otherwise constitute a quorum are members who are directors, officers or employees of the Commission.

Remuneration

11. Subject to the approval of the Minister, the members of the board of directors of the Corporation shall be paid the remuneration fixed by resolution of the board of directors of the Commission.

Transition, interim board of directors

12. (1) Despite subsection 6 (2) and section 7, after this Regulation comes into force, the board of directors of the Commission shall appoint a maximum of three individuals, approved by the Minister, as members of the interim board of directors of the Corporation for a term not exceeding two years.

(2) If an individual appointed under subsection (1) dies, resigns from the interim board, has their appointment revoked in accordance with subsection (4) or otherwise becomes ineligible to continue as a member of the interim board before that individual’s term expires, the board of directors of the Commission may, subject to the Minister’s approval, appoint a replacement.

(3) In appointing an individual under this section, the board of directors of the Commission shall ensure that no more than one member of the interim board is a director, officer or employee of the Commission.

(4) Subject to the approval of the Minister, the board of directors of the Commission may revoke any appointment made under this section.

(5) In addition to any member appointed to the interim board under this section, any individual appointed under subsection 7 (1) shall become a member of the interim board on and after the day of their appointment.

(6) The board of directors of the Commission shall designate one member of the interim board as chair of the interim board and one member as vice-chair.

(7) The chair shall preside over the meetings of the interim board.

(8) If the chair is absent or otherwise unable to act or if the office of the chair is vacant, the vice-chair shall act as and have all the powers of the chair.

(9) A majority of the members of the interim board constitutes a quorum for meetings of the interim board and may exercise the powers of the interim board.

(10) Sections 7, 8, 11, 13, 14, 15 and 16 apply to the interim board with necessary modifications.

(11) Within two years after this section comes into force, the Minister shall appoint no fewer than five individuals as members of the board of directors of the Corporation in accordance with subsection 7 (1).

(12) On the day that no fewer than five members have been appointed as required by subsection (11),

(a)  the board of directors of the Corporation shall be duly constituted for the purposes of section 6; and

(b)  all of the members of the interim board cease to be members of the board of directors of the Corporation unless an interim board member has been appointed to the board of directors of the Corporation in accordance with subsection 7 (1).

Conflict of interest

13. The board of directors of the Corporation shall develop and maintain a conflict of interest policy for the directors, officers and employees of the Corporation.

By-laws

14. (1) The board of directors of the Corporation may make by-laws regulating its proceedings and generally for the management of the affairs of the Corporation.

(2) Without limiting the generality of subsection (1), the board may make by-laws to,

(a)  set out the powers and duties of officers of the Corporation;

(b)  establish committees of the board; and

(c)  effect the orderly transaction of the business of the Corporation.

(3) The board shall not make a by-law relating to borrowing, investing or managing financial risks unless the by-law has been approved by the Minister and the Minister of Finance.

Delegation of powers and duties

15. (1) The board of directors of the Corporation may delegate in writing to a committee of the board or to an officer or employee of the Corporation any of the board’s powers and duties other than the power to,

(a)  approve the Corporation’s budget, including the budget for capital expenditures and staffing;

(b)  approve the Corporation’s business plan, annual report and financial statements;

(c)  appoint or remove the executive director;

(d)  establish committees of the board and fill vacancies on those committees; or

(e)  make or repeal by-laws or resolutions of the Corporation.

(2) A delegation made under subsection (1) is subject to any conditions set out in the delegation.

Executive director

16. (1) The board of directors of the Corporation shall appoint an individual to serve as the Corporation’s executive director.

(2) The executive director shall be responsible for the management and administration of the affairs of the Corporation, subject to the supervision and direction of its board.

(3) The executive director shall be an officer of the Corporation and by virtue of office, a member of the board not appointed under section 7 or section 12.

(4) The executive director may attend and participate at any meeting of the board but shall not have a vote with respect to any matter to be decided at the meeting or otherwise be included to constitute quorum.

(5) Despite subsections (3) and (4), the board may exclude the executive director from attending any board meeting if a matter to be discussed at the meeting involves the position, performance or functions and duties of the executive director.

Employees

17. (1) The Corporation may employ individuals as it considers necessary for the proper conduct of the business of the Corporation.

(2) The Corporation’s job categories, salary ranges and terms and conditions of employment for its employees shall be the same as those established under subsection 7 (2) of the Act.

Agreements with Commission, personal information

18. (1) The Corporation may enter into written agreements with the Commission providing that the Commission, or any of its officers or employees, will provide services, advice, assistance, goods or other property to the Corporation.

(2) The Corporation shall take reasonable measures to ensure that any personal information it collects and maintains in connection with its activities is not collected, used or disclosed by the Commission except for the purpose of providing services under an agreement described in subsection (1) or as otherwise authorized by law.

(3) If an agreement described in subsection (1) relates to information technology services or the storing of information collected and maintained by the Corporation, the Corporation shall take reasonable measures to ensure that any of its information that includes personal information is maintained separately from any other information maintained by the Commission.

(4) The Corporation shall not, under an agreement described in subsection (1), give the Commission access to personal information it collects and maintains unless such access is reasonably necessary for the Commission to provide services under the agreement.

(5) In this section,

“personal information” has the same meaning as in the Freedom of Information and Protection of Privacy Act.

Revenue

19. (1) The Corporation shall make the following payments out of the revenue that it receives from all prescribed online lottery schemes and that it generates from the Corporation’s conduct and management of those schemes in the following order of priority:

1.  Payment of prizes and winnings to players.

2.  Payment of the operating expenses of the Corporation.

3.  Payment of money to the Commission under subsection (2).

4.  Payments required to be made by the Corporation under an agreement relating to the distribution of a portion of the Corporation’s revenues to First Nations of Ontario that is,

i.  entered into by the province of Ontario and representatives of First Nations of Ontario, and

ii.  approved by the Lieutenant Governor in Council on the recommendation of the Minister and the Minister of Finance.

(2) Subject to the approval of the Treasury Board, the Commission may direct the Corporation to pay to the Commission such money as it directs, and that money may be used for the purposes of the Commission.

(3) After making the payments required under subsection (1), the Corporation may make payments out of the remaining revenue described in that subsection for capital expenditures in relation to the Corporation’s conduct and management of prescribed online lottery schemes.

(4) After making the payments required under subsection (1) and permitted under subsection (3), the Corporation shall pay the amount remaining from the revenue described in subsection (1) into the Consolidated Revenue Fund at such times and in such manner as the Minister of Finance may direct.

Publication of First Nations of Ontario agreements

20. The Minister shall publish any agreement described in paragraph 4 of subsection 19 (1), and any amendments to such agreements, on a Government of Ontario website.

Financial reporting

21. (1) The fiscal year of the Corporation is April 1 to March 31 of the following year.

(2) The accounts and financial transactions of the Corporation shall be audited annually by the Auditor General.

(3) The Minister may at any time appoint a licensed public accountant to audit the accounts and financial transactions of the Corporation or any of its subsidiaries for any period of time that the Minister specifies.

(4) If the Minister requires that an audit of the Corporation be conducted under subsection (3), the Corporation shall co-operate fully with the person performing the audit to facilitate the audit.

Annual report

22. (1) The Corporation shall prepare an annual report and provide it to the Minister and the Commission and make it available to the public.

(2) 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 report;

(b)  when to provide the report to the Minister; and

(c)  when and how to make the report available to the public.

(3) The Corporation shall include such additional content in the report as the Minister or the Commission may require.

(4) The Minister shall table the 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.

Access by Corporation to other records

23. (1) The Corporation shall ensure that any person with whom it has entered into a contract to provide for the operation of a gaming site that is an electronic channel, a prescribed online lottery scheme or a related business is required to make available immediately to the Corporation upon request all reports, accounts, records and other documents in respect of the operation of the gaming site that is an electronic channel, prescribed online lottery scheme or related business.

(2) The reports, accounts, records and other documents shall be deemed to form part of the accounts of the Corporation for the purpose of the Auditor General Act.

Application of Business Corporations Act

24. 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.

Commencement

25. This Regulation comes into force on the later of the day subsection 7 (1) of Schedule 2 to the Protect, Support and Recover from COVID-19 Act (Budget Measures), 2020 comes into force and the day this Regulation is filed.

 

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