Agricultural Research and Innovation Ontario Memorandum of Understanding

Read the Memorandum of Understanding (MOU) between ARIO and the Minister of Agriculture, Food and Agribusiness.

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The parties to this memorandum of understanding agree to the following:

1. Preamble

Provincial agencies deliver important and valued services to the people of Ontario. In delivering these public services, provincial agencies are accountable to the government through the responsible Minister.
Provincial agencies must use public resources efficiently and effectively to carry out their mandates, as established by their respective constituting instruments and in alignment with the key priorities of the provincial government. Their operations are guided by the key principles of the Agencies and Appointments Directive (AAD).
The parties to this MOU acknowledge that the agency is part of government and is required to comply with legislation, government directives, policies and guidelines applicable to them. Further, the agency may be required to ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations.

2. Purpose

The purpose of this MOU is to:
- Establish the accountability relationships between the Minister and the Chair of ARIO.
- Clarify the roles and responsibilities of the Minister of Agriculture, Food and Agribusiness, the Chair of ARIO, the Deputy Minister of Agriculture, Food and Agribusiness, Managing Director of ARIO and the ARIO board of directors.
- Clarify the operational, administrative, financial, staffing, auditing and reporting arrangements between ARIO and the Ministry of Agriculture, Food and Agribusiness (OMAFA).
This MOU should be read together with ARIO Act. This MOU does not affect, modify or limit the powers of ARIO as set out under the ARIO Act or limit the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and any statute or regulation, the statute or regulation prevails.
This MOU replaces all prior Memorandum(s) of Understanding between the parties dated October 4, 2021.

3. Definitions

In this MOU:

“AAD” means the Agencies and Appointments Directive, issued by Management Board of Cabinet;
“Act” or "ARIO Act” means Agricultural Research and Innovation Ontario Act, R.S.O. 1990, c. A.13, as amended;
“Agency” or “provincial agency” means Agricultural Research and Innovation Ontario or ARIO
“Annual Report” means the annual report referred to in article 10.2 of this MOU;
“Applicable Government Directives” means the government directives, policies, standards and guidelines that apply to the agency;
“ARIO” means Agricultural Research and Innovation Ontario;
“ARIO Secretariat” means those employees or officers of the Ministry selected by the Managing Director to support ARIO;
“Artificial intelligence system” means a machine-based system that, for explicit or implicit objectives, makes inferences, from the input it receives, in order to generate outputs such as predictions, content, recommendations or decisions that can influence physical or virtual environments.
“Board” means the board of directors of Agricultural Research and Innovation Ontario;
“Business Plan” means the annual business plan described under article 10.1 of this MOU;
“Chair” means the Chair of Agricultural Research and Innovation Ontario;
"Comptroller” of Agricultural Research and Innovation Ontario means the public servant who holds the position of Corporate Controller in the Ministry of Agriculture, Food and Agribusiness.
“Constituting instrument” means the ARIO Act that established the agency;
“Consultant” means a person or entity that under an agreement, other than an employment agreement, provides expert or strategic advice and related services for consideration and decision-making;
“Deputy Minister” means the Deputy Minister of the Ministry of Agriculture, Food and Agribusiness;
“Designated Executive” means designated executive defined in the Broader Public Sector Executive Compensation Act, 2014, S.O. 2014;
“Executive Council Act” means the Executive Council Act, R.S.O. 1990, c. E. 25, as amended;
“FIPPA” means the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c. F. 31, as amended;
“Fiscal Year” means the period from April 1 to March 31.
“Government” means the Government of Ontario;
“Managing Director” means the administrator of ARIO’s business and affairs appointed under section 9(1) of ARIO Act;
“MBC” means the Management Board of Cabinet;
“Member” means an individual appointed to the agency by the Minister of Agriculture, Food and Agribusiness, but does not mean an individual employed or appointed by the agency as staff;
“Minister” means the Minister of Agriculture, Food and Agribusiness or such other person who may be designated from time to time as the responsible Minister in relation to this MOU in accordance with the Executive Council Act, R.S.O. 1990, c. E. 25, as amended;
“Minister of Finance” means the Minister of Finance or such other person who may be designated from time to time under the Executive Council Act;
“Ministry” means the Ministry of Agriculture, Food and Agribusiness or any successor to the ministry;
“MOU” means this memorandum of understanding signed by the Minister, Deputy Minister, Chair and Managing Director
“OPS” means the Ontario Public Service;
“Other Acts” means those statutes in addition to ARIO Act that are listed in this MOU and its appendices, and which may apply to ARIO (refer to Appendix G);
“Parties” means those who have rights and responsibilities within this MOU, including the Minister and Deputy Minister of OMAFA, and the Chair of ARIO.
“President of the Treasury Board” means this President of the Treasury Board or such other person who may be designated from time to time under the Executive Council Act;
“PSC” means the Public Service Commission;
“PSOA” means the Public Service of Ontario Act, 2006, S.O. 2006, c. 35, Sched. A, as amended;
“TBS” means the Treasury Board Secretariat;
“TB/MBC” means the Treasury Board/Management Board of Cabinet;
“Vice-Chair” means the Vice-Chair of ARIO appointed under sub-section 2 (3) of ARIO Act;

4. Agency’s legal authority and mandate

The legal authority and mandate of ARIO is set out in ARIO Act. ARIO’s objects are:

to provide advice to the Minister on research and innovation with respect to agriculture and food, including on matters such as equipment and technology, veterinary medicine and the needs of rural communities as those matters relate to agriculture and food;
to establish programs for research and innovation with respect to agriculture and food, including with respect to matters such as equipment and technology, veterinary medicine and the needs of rural communities as those matters relate to agriculture and food, and to encourage and facilitate such programs;
to consult with academic and research experts, producers, processors, industry and other organizations in the agricultural and food sectors to determine emerging research needs and to promote and co-ordinate research;
to establish and strengthen relationships that enhance research and innovation with respect to agriculture and food, including with respect to enhancing research and innovation with respect to matters such as equipment and technology, veterinary medicine and the needs of rural communities as those matters relate to agriculture and food;
to stimulate interest in research as a means of increasing innovation and commercialization with respect to agriculture and food, including with respect to matters such as equipment and technology, veterinary medicine and the needs of rural communities as those matters relate to agriculture and food; and
to encourage and facilitate knowledge translation and transfer with respect to agriculture and food, including with respect to matters such as equipment and technology, veterinary medicine and the needs of rural communities as those matters relate to agriculture and food.

5. Agency type, function and Public Body status

ARIO is designated as a board governed provincial agency with an Operational Service function under the AAD.
ARIO is prescribed as a Commission Public Body in accordance with Ontario Regulation 146/10 under the Public Service of Ontario Act, 2006.5.

6. Corporate status and Crown Agency status

ARIO is a Crown Agency within the meaning of the Crown Agency Act, R.S.O. 1990, c. C. 48.
ARIO has the capacity, rights, power and privileges of a natural person for carrying out its objects, subject to the limitations placed upon it under the ARIO Act and its regulations.

7. Guiding principles

The parties agree to the following principles:

Accountability: Provincial agencies deliver public services and are accountable to the government through the responsible Minister. In delivering on their mandate, provincial agencies balance operational flexibility with the Minister’s accountability for the provincial agency to Cabinet, the Legislative Assembly and the people of Ontario. Accountability of the Minister for each provincial agency cannot be delegated.

Every provincial agency complies with all applicable legislation and Ontario Public Service (OPS) directives and policies. Further, agencies ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations. This includes applicable legislation and directives related to procurement.
Responsiveness: Provincial agencies align their mandate and operations with government priorities and direction. Open and consistent communication between provincial agencies and their responsible ministry helps ensure that government priorities and direction are clearly understood and helps to manage risks or issues as they arise. Provincial agencies deliver a high standard of public service that meets the needs of the population that they serve.
Efficiency: Provincial agencies use public resources efficiently and effectively to carry out their mandates, as established by their respective constituting instruments. They operate in a cost-effective manner and pursue efficiencies throughout the agency’s service delivery and administration.
Sustainability: Provincial agencies operate in a way so that their current form is sustainable over the long-term while delivering a high standard of service to the public.
Transparency: Good governance and accountability practices for provincial agencies are complemented by transparency in the form of public posting of governance and accountability documents including the Business Plan, Annual Report, MOU and expenses information.

8. Accountability relationships

8.1 Minister

The Minister is accountable:

To Cabinet and the Legislative Assembly for ARIO’s fulfilment of its mandate and its compliance with government policies and for reporting to the Legislative Assembly on ARIO’s affairs.
For reporting and responding to Treasury Board/Management Board of Cabinet on ARIO’s performance and compliance with government’s applicable direction, including directives and operational policies.
To the Cabinet for the performance of the agency and its compliance with the government’s operational policies and broad policy directions.

8.2 Chair

The Chair, acting on behalf of the board of directors, is accountable:

To the Minister for the agency’s performance in fulfilling its mandate and for carrying out the roles and responsibilities assigned to the Chair by ARIO Act, this MOU and applicable TB/MBC, PSC and government directives and policies.
For reporting to the Minister, as requested, on the agency’s activities.
For ensuring timely communications with the Minister regarding any issue that affects, or can reasonably be expected to affect, the Minister’s responsibilities for the agency.
To the Minister to confirm the agency’s compliance with legislation, government directives and applicable accounting, financial and I&IT policies.

8.3 Board of directors

The board of directors of ARIO are accountable, through the Chair, to the Minister for the oversight and governance of the agency; setting goals, objectives and strategic direction for the agency as outlined in the annual letter of direction; and for carrying out the roles and responsibilities assigned to it by ARIO Act, this MOU and applicable TB/MBC, PSC and other government directives and policies.

8.4 Deputy Minister

The Deputy Minister reports to the Secretary of the Cabinet and is responsible for supporting the Minister in the effective oversight of provincial agencies. The Deputy Minister is accountable for the performance of the ministry in providing administrative and organizational support to the agency and for carrying out the roles and responsibilities assigned by the Minister, this MOU and applicable TB/MBC, PSC and government directives and policies.

The Deputy Minister is also accountable for attesting to TB/MBC on the agency’s compliance with applicable TB/MBC directives to the best of their knowledge and ability.

8.5 Managing Director

The Managing Director is appointed by the Public Service Commission under the Part III of the Public Service of Ontario Act, 2006,

As per the ARIO Act, the Managing Director is accountable to the Minister for the management and administration of the agency, the supervision of agency staff and carrying out the roles and responsibilities assigned by the Board, ARIO Act, this MOU and government directives.

The Managing Director works to implement policy and operational decisions and reports the agency’s performance results to the Board, through the Chair.

9. Roles and responsibilities

9.1 Minister

The Minister is responsible for:

Reporting and responding to the Legislative Assembly on the affairs of the agency.
Reporting and responding to TB/MBC on the agency’s performance and compliance with applicable TB/MBC directives, the government’s operational policies and policy directions.
Meeting with the Chair at least quarterly, or per schedule approved by TB/MBC, on: government and ministry priorities for the agency; agency, Board, Chair and Managing Director performance; emerging issues and opportunities; agency high risks and action plans including direction on corrective action, as required; and agency Business Plan and capital priorities.
1. As a best practice, meetings are to be quarterly. The Minister may delegate some of the meetings to an associate Minister or parliamentary assistant. The Minister should meet with the Chair at least twice per year, with one meeting focused on agency, Board, Chair and Managing Director performance.
2. If the Minister deems the agency to be low-risk, the Minister may reduce the number of meetings to twice a year, instead of quarterly, with one meeting focused on agency, Board, Chair and Managing Director performance.
Informing the Chair of the government’s priorities and broad policy directions for the agency and setting expectations for the agency in the annual letter of direction.
Working with the Chair to develop appropriate measures and mechanisms related to the performance of the agency.
Reviewing the advice or recommendation of the Chair on candidates for appointment or re-appointment to the Board.
Making recommendations for appointments and reappointments to the agency, pursuant to the process for agency appointments established by legislation and/or by MBC through the AAD.
Determining at any time the need for a review or audit of the agency, directing the Chair to undertake reviews or audits of the agency on a periodic basis and recommending to TB/MBC any change(s) to the governance or administration of the agency resulting from any such review or audit.
Signing the MOU into effect after it has been signed by the Chair.
Receiving the agency’s annual Business Plan and approving or providing suggested changes to the plan no later than 30 calendar days from receiving it.
Ensuring that the agency’s Business Plan is made available to the public no later than 30 calendar days from approving it.
Receiving the agency’s Annual Report and approving the report no later than 60 calendar days of the ministry’s receipt of the report from the agency.
Ensuring the Annual Report is tabled no later than 30 calendar days from approval and then made available to the public.
Recommending to TB/MBC any provincial funding to be allocated to the agency.
When appropriate or necessary, taking action or directing that the agency take corrective action with respect to the agency’s administration or operations.
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.
Recommending to TB/MBC the application of the OPS Procurement Directive.
Recommending to TB/MBC, where required, the merger, any change to the mandate or dissolution of the agency.
Recommending to TB/MBC the powers to be given to, or revoked from, the agency when a change to the agency’s mandate is being proposed.
Making regulations as outlined in Section 15 of ARIO Act.
Approving bylaws developed by ARIO as outlined in Section 2.1 of the ARIO Act.

9.2 Chair

The Chair is responsible to support the board of directors by:

Providing leadership to the agency’s board of directors and ensuring that the Board carries out its fiduciary responsibilities for decisions regarding the agency.
Providing strategic leadership to the agency by working with the board of directors to set the goals, objectives and strategic directions as outlined in the annual letter of direction.
Ensuring compliance with legislative and TB/MBC policy obligations.
Reporting to the Minister as requested on the agency’s activities within agreed upon timelines, including an annual letter confirming the agency’s compliance with all applicable legislation, directives and accounting, financial and I&IT policies.
Meeting with the Minister at least quarterly, or per schedule approved by TB/MBC, on: government and ministry priorities for the agency; agency, Board and Managing Director performance; emerging issues and opportunities; agency high risks and action plans including direction on corrective action, as required; and agency Business Plan and capital priorities.
1. As a best practice, meetings are to be quarterly. The Minister may delegate some of the meetings to an associate Minister or parliamentary assistant. The Minister should meet with the Chair at least twice per year, with one meeting focused on agency, Board, Chair and Managing Director performance.
2. If the Minister deems the agency to be low-risk, the Minister may reduce the number of meetings to twice a year, instead of quarterly, with one meeting focused on agency, Board, Chair and Managing Director performance.
Ensuring timely communications with the Minister regarding any issues or events that may concern or can reasonably be expected to concern the Minister in the exercise of their responsibilities relating to the agency.
Ensuring the agency is fulfilling the government’s priorities and expectations from the annual letter of direction and achieving its key performance measures.
Informing the Minister on progress on achieving the government’s priorities and broad policy directions for the agency as outlined in the annual letter of direction.
Working with the Minister to develop appropriate measures and mechanisms related to the performance of the agency.
Utilizing the agency’s skills matrix to advise the Minister of any competency skills gaps on the Board and provide recommendations for recruitment strategies, appointments or re-appointments as needed, including advising the Minister on appointee attendance and performance.
Cooperating with any review or audit of the agency directed by the Minister or TB/MBC.
Seeking strategic policy direction for the agency from the Minister.
Signing the agency’s MOU on behalf of the Board, along with the Managing Director or equivalent.
Submitting the agency’s attestation memo, Annual Report/attestation memo on behalf of the Board, to the Minister in accordance with the timelines specified in the applicable government directives and this MOU.
Ensuring that the agency operates within its approved budget allocation in fulfilling its mandate and that public funds are used for the purpose intended with integrity and honesty.
Consulting with the Minister in advance regarding any activity which may have an impact on the government and ministry’s policies, directives or procedures, or on the agency’s mandate, powers or responsibilities as set out in the agency’s constituting instrument.
Chairing board meetings, including the management of the Board’s agenda.
Ensuring that board members are informed of their responsibilities under the PSOA with regard to the rules of ethical conduct, including the political activity rules.
Fulfilling the role of ethics executive for board members of ARIO, promoting ethical conduct and ensuring that all members of the agency are familiar with the ethical requirements of the PSOA, and the regulations and the directives made under that Act, including in respect of conflict of interest, political activity and the protected disclosure of wrongdoing.
Working with the Managing Director in reviewing claims for per diems and travel expenses for board members and ensuring the claims are submitted to the ministry for approval.
Working with the Managing Director in establishing and implementing artificial intelligence (AI) risk management, in alignment with the principles of the Responsible Use of AI Directive and requirements in section 6.3 and ensuring that they fulfill the role outlined for “Provincial Agency Heads or Equivalent” in the Responsible Use of AI Directive.

9.3 Board of directors

The board of directors is responsible for:

Working to achieve the objects of ARIO and to comply with requirements set out in ARIO Act.
Overseeing the affairs of the provincial agency.
Ensuring the agency is governed in an effective and efficient manner and the agency uses public funds with integrity and honesty and only for the business of the agency based on the principle of value for money, and in compliance with applicable legislation and TB/MBC directives and policies.
Ensuring the agency is fulfilling the government’s priorities and expectations from the annual letter of direction in the establishment of goals, objectives and strategic directions for the agency.
Establishing robust performance measures, targets and management systems, and monitoring and assessing the agency’s performance measures, targets and management systems.
Governing the affairs of the agency in fulfilling the government’s priorities and expectations from the annual letter of direction as set out in its approved Business Plan as described in section 10.1 of this MOU, and the policy parameters established and communicated in writing by the Minister.
Reviewing and approving the agency’s Business Plans for submission to the Minister within the timelines established by the AAD.
Directing the preparation of and approving the agency’s Annual Reports for submission to the Minister for approval within the timelines established by the AAD or the agency’s constituting instrument as applicable.
Approving the agency’s reports and reviews that may be requested by the Minister from time to time for submissions to the Minister within agreed upon timelines.
Making decisions consistent with the Business Plan approved for the agency and ensuring that the agency operates within its budget allocation.
Ensuring that the agency is governed in an effective and efficient manner according to accepted business and financial practices, and in accordance with applicable directives and policies (including financial, accounting and AI policies).
Establishing such board committees or oversight mechanisms as may be required to advise the Board on effective management, governance or accountability procedures for the agency.
Approving the agency’s MOU, and any amendments to the MOU, subject to TB/MBC approval, in a timely manner and authorizing the Chair to sign the MOU, or any amendments to the MOU, on behalf of the agency.
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.
Where applicable, ensuring that conflict of interest rules that the agency is required to follow, as set out in Ontario Regulation 381/07 under PSOA (or as have been approved and published by the Integrity Commissioner on the Commissioner’s website), are in place for the members of the Board and employees of the agency.
Directing corrective action on the functioning or operations of the agency, if needed.
Cooperating with and sharing any relevant information on any risk-based or periodic review directed by the Minister or TB/MBC.
Consulting, as appropriate, with stakeholders on the agency’s goals, objectives and strategic directions.
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:

Advising and assisting the Minister regarding the Minister’s oversight responsibilities for ARIO, including informing the Minister of policy direction, policies and priorities of relevance to the agency’s mandate.
Advising the Minister on the requirements of the AAD, ensuring governance and accountability documents accurately adhere to the requirements of the AAD, and other directives that apply to ARIO.
Attesting to TB/MBC on the provincial agency’s compliance with the mandatory accountability requirements set out in the AAD and other applicable TB/MBC directives, the government’s operational policies and policy directions based on the annual letter of compliance from the agency Chair to the Minister to the best of their knowledge and ability.
Reporting/responding, within prescribed timelines, to TBS on compliance tracking.
Informing the Managing Director or equivalent, in writing, of new government directives and any exceptions to, or exemptions in whole or in part from TB/MBC directives, government policies or ministry administrative policies.
Ensuring regular briefings and consultations between the Chair and the Minister at least quarterly, or per schedule approved by TB/MBC, and between the ministry staff and the agency staff as needed.
Meeting with the agency’s Managing Director at least quarterly, or per schedule approved by TB/MBC, on matters of mutual importance, including emerging issues and opportunities, government priorities and progress on annual letter of direction, agency Business Plans and results and agency high risks and action plans.
Meeting with the agency’s Managing Director regularly and as required to discuss CoA exceptions and fraud instances and their related action plans.
Supporting the Minister in reviewing the performance targets, measures and results of the agency.
Signing the agency’s MOU, along with the Minister.
Undertaking reviews of the agency as may be directed by the Minister.
Cooperating with any review of the agency as directed by the Minister or TB/MBC.
Ensuring the review of and assessing the agency’s Business Plan and other reports.
Requesting information and data as needed to fulfill obligations under the AAD.
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.
Providing regular feedback to the Minister on the performance of the agency.
Supporting Ministers and Minister’s offices in monitoring and tracking upcoming and existing vacancies on boards, particularly where there is a legislated minimum number of members and to maintain quorum.
Recommending to the Minister, as may be necessary, the evaluation or review, including a risk-based review, of ARIO or any of its programs or changes to the management framework or operations of ARIO.
Ensuring that the ministry and the agency have the capacity and systems in place for on- going risk-based management, including appropriate oversight of the agency.
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.
Undertaking timely risk-based reviews of ARIO, its management or operations, as may be directed by the Minister or TB/MBC.
Submitting to the Minister, as part of the annual planning process, a risk assessment and management plan for each risk category and for each business line (as applicable).
Arranging for administrative, financial and other support to ARIO, as specified in this MOU.
Fulfilling the role of Ethics Executive for public servants, including the Managing Director and government staff in ARIO Secretariat. Promoting ethical conduct and ensuring that all board of directors and ARIO Secretariat staff are familiar with the ethical requirements of the PSOA and the regulations and directives made under that Act, including in respect of conflict of interest, political activity and the protected disclosure of wrongdoing.
Ensuring the Managing Director or equivalent, is fulfilling their responsibilities as outlined in this MOU and the AAD.
Reviewing the performance of the Managing Director annually in consultation with the Chair and board of directors.
Consulting with the Managing Director as needed, on matters of mutual importance including services provided by the ministry and compliance with TB/MBC directives and ministry policies.
Working with the Managing Director to address any issue that may arise.

9.5 Managing Director

The Managing Director is responsible for:

Being accountable to the Minister, through the Chair and board of directors, for managing and oversight of the affairs of the ARIO.
Being accountable to the Deputy Minister as a public servant who is appointed as Managing Director to be the administrator of the ARIO’s business and affairs.
Managing the day-to-day operational, financial, analytical and administrative affairs of the agency in accordance with the mandate of the agency, government directives and policies, accepted business and financial practices, and this MOU.
Supporting the Chair and Board in meeting their responsibilities, including compliance with all applicable legislation, directives, policies, procedures and guidelines.
Ensuring that the provincial agency meets the requirements of the AAD, advising the Chair on the requirements and compliance with the AAD, as well as other TB/MBC and government directives and policies, and agency by-laws and policies, including annually attesting to the Chair on the agency’s compliance with mandatory requirements.
Attesting to the compliance of the agency to applicable directives and policies and supporting the board of directors to provide the statement of compliance of the agency.
Keeping the Chair and Board informed of the implementation of policy and the operations of the agency.
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.
Meeting with the Deputy Minister – or an approved delegate – at least quarterly, or per schedule approved by TB/MBC, on matters of mutual importance, including: emerging issues and opportunities, CoA exceptions and fraud instances; government priorities and progress on annual letter of direction; agency Business Plans and results; and, agency high risks, the action plan and advice on corrective action as required.
Meeting with the Deputy Minister or an approved delegate regularly and as required to discuss CoA exceptions and fraud instances and their related action plans.
Translating the goals, objectives and strategic directions of the Board, as set out in the annual letter of direction, into operational plans and activities in accordance with the agency’s approved Business Plan.
Carrying out in-year monitoring of the agency’s performance and reporting on results to the Chair.
Undertaking timely risk-based reviews of the agency’s management and operations.
Cooperating with a periodic review directed by the Minister or TB/MBC.
Signing the agency’s MOU, along with the Chair.
Preparing the agency’s Annual Report and Business Plan for approval by the Board.
Requesting an external audit of the financial transactions or management controls of the agency, at the agency’s expense, if required.
Advising the Minister and Deputy Minister, annually at minimum, on any outstanding audit recommendations/issues.
Sharing all audit engagement reports (including those prepared by their own internal audit function and/or those reported to the agency’s Chair) with their respective Minister and Deputy Minister, and also with the President of the Treasury Board when requested.
Providing leadership and management to ARIO Secretariat, including human and financial resources management, in accordance with the approved Business Plan, accepted business and financial practices and standards, the agency’s constituting instrument and government directives.
Establishing and applying a risk management plan and framework and a financial management framework for the agency in accordance with applicable Minister of Finance/Treasury Board controllership directives, policies and guidelines and applying policies and procedures so that public funds are used with integrity and honesty.
Ensuring that the agency has the oversight capacity and an effective oversight framework in place for monitoring its management and operations.
Seeking support and advice from the ministry, as appropriate, on agency management issues.
Ensuring appropriate management systems are in place (financial, information technology (including cyber security), human resources, procurement) for the effective administration of the agency.
Establishing and applying 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.
Working with the Chair in reviewing claims for per diems and travel expenses for board members and ensuring the claims are submitted to the ministry for approval.
Working with the Chair in establishing and implementing AI risk management, in alignment with the principles of the Responsible Use of AI Directive and requirements in section 6.3 and ensuring that they fulfill the role outlined for “Provincial Agency Heads or Equivalent” in the Responsible Use of AI Directive.
Carrying out effective public communications and relations for the agency as required by the Communications Protocol.
Acknowledging the importance of promoting an equitable, inclusive, accessible, anti-racist and diverse workplace within the agency, and supporting a diverse and inclusive workplace within the agency.
To approve operational activities for the agency in relation to property management and asset managements.
To supervise and promote the use of ARIO research infrastructure as platforms for research and innovation, knowledge translation and transfer, development and deployment of technologies, and commercialization.
To maintain and/or strengthen research capacity through infrastructure repair and renewal in a manner that is cost effective, environmentally responsible and demonstrates economic value for the government.
To implement systems, processes and strategies to effectively and efficiently monitor and manage the land and buildings assets of ARIO, so as to maximize their useful lifecycle to the benefit of industry, academia and consumers.
To oversee industry engagement with respect to the land and building assets of ARIO.

10. Ethical framework

The members of the Board who are appointed by the Minister are subject to the conflict-of-interest provisions of the AAD and the conflict of interest provisions of the PSOA and its regulations.

The Chair is the ethics executive for the board of directors. Board members shall not use any information gained as a result of their appointment to or membership on the Board for personal gain or benefit. A member who has reasonable grounds to believe that they have a conflict of interest in a matter before the Board or a committee of the Board shall disclose the nature of the conflict to the Chair at the first opportunity and shall refrain from further participation in the consideration of the matter. The Chair shall cause to be recorded in the minutes of the meeting of the Board any declared conflicts of interest.

The Deputy Minister is the ethics executive for ARIO Secretariat and is responsible for ensuring that and staff of the agency are informed of the ethical rules to which they are subject, including the rules on conflict of interest, political activity and protected disclosure of wrongdoing that apply to the agency.

11. Reporting requirements

11.1 Business Plan

As per Section 9.1 of the ARIO Act, the Managing Director shall prepare an annual Business Plan for the Corporation, provide it to the Minister and make it available to the public. The Managing Director will ensure that the Minister is provided annually with the agency’s Business Plan covering a minimum of three (3) years from the upcoming Fiscal Year, unless otherwise specified by TB/MBC, for approval by the Minister. The annual Business Plan shall be in accordance with the requirements set out in the AAD.
The draft annual Business Plan is to be submitted to the Chair or designated equivalent no later than 90 calendar days prior to the beginning of the agency’s Fiscal Year start and the Board-approved Business Plan is to be submitted to the Minister for approval no later than 30 calendar days prior to the beginning of the provincial agency’s Fiscal Year.
The Managing Director will ensure that the Business Plan demonstrates the agency’s plans in fulfilling the government priorities set out in the annual letter of direction. When the Business Plan is submitted to the Minister for approval, an attestation memo from the agency Chair must also be submitted that details how the agency plans to achieve each government priority.
The Managing Director 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 targeted results and timeframes.
The Managing Director will ensure that the Business Plan includes a summary of HR impacts, including current number of employees expressed as full-time equivalents and current number of executives.
The Managing Director will ensure that the Business Plan includes a risk assessment and risk management plan. This will assist the ministry in developing its risk assessment and risk management plan information in accordance with the requirements of the AAD to assess risks, develop and maintain necessary records and report to TB/MBC.
The Managing Director will ensure that the Business Plan includes an inventory of the provincial agency’s AI use cases in accordance with requirements of the Responsible Use of AI Directive.
The Managing Director will ensure that publicly posted Business Plans do not disclose personal information, sensitive employment and labour relations information, solicitor-client privileged information, Cabinet confidential information, trade secrets, information that would prejudice the financial or commercial interests of the agency in the marketplace and information that would otherwise pose a risk to the security of the facilities and/or operations of the agency. If necessary, this confidential information, included in the Minister-approved Business Plan, may be redacted in the publicly posted version.
The Minister will review the agency’s annual Business Plan and will promptly advise the Managing Director whether or not they concur with the directions proposed by the agency. The Minister may advise the Chair where and in what manner the agency’s plan varies from government or ministry policy or priorities as may be required and the Managing Director, on behalf of the board of directors, will revise the agency’s plan accordingly. Business Plans are only to be considered valid once the responsible Minister has approved the plan and the approval has been expressed in writing.
The Minister will approve or provide suggested changes to the Business Plan no later than 30 calendar days from the Minister’s receipt of the report. In certain circumstances, Minister approval may be given to only certain portions of a Business Plan as submitted by an agency.
The parties acknowledge that TB/MBC may require the Minister to submit the agency’s Business Plan to TB/MBC for review at any time.
The Managing Director will ensure that the Minister approved Business Plan is made available to the public in an accessible format (to comply with the Accessibility for Ontarians with Disabilities Act, 2005), in both official languages (to comply with the French Language Services Act), on the [provincial agency/ministry] website no later than 30 calendar days from Minister’s approval of the plan.

11.2 Annual Reports

The Chair will ensure that the Minister is provided annually with the agency’s Annual Report. The Annual Report shall be in accordance with the requirements set out in the AAD.
The Annual Report is to be submitted to the Minister no later than 120 calendar days after the provincial agency’s Fiscal Year-end, or, no later than 90 calendar days from the provincial agency’s receipt of the audited financial statement (where the Auditor General is the auditor of record)
The Chair will ensure that the Annual Report includes a summary of HR impacts, including number of employees expressed as full-time equivalents and number of executives.
The Chair will ensure that publicly posted Annual Reports do not disclose personal information, sensitive employment and labour relations information, solicitor-client privileged information, Cabinet confidential information, trade secrets, information that would prejudice the financial or commercial interests of the agency in the marketplace and information that would otherwise pose a risk to the security of the facilities and/or operations of the agency.
The Chair will ensure that the Annual Report demonstrates how the agency has fulfilled the expectations and government priorities set out in the annual letter of direction. When the Annual Report is submitted to the Minister for approval, an attestation memo from the agency Chair must also be submitted that details how the agency has achieved each government priority.
The Minister will approve the Annual Report no later than 60 calendar days from the ministry’s receipt of the report and will table the report in the Legislative Assembly no later than 30 calendar days from approval.
The Chair, through the Managing Director, will ensure that the Minister approved Annual Report is publicly posted in an accessible format (to comply with the Accessibility for Ontarians with Disabilities Act, 2005), in both official languages (to comply with the French Language Services Act), on the [provincial agency/government] website after the report has been tabled in the Legislature and no later than 30 calendar days from Minister’s approval of the report.
When distributing Annual Reports, digital formats and channels for distribution must be used unless otherwise required (for example, by directive, legislation).

11.3 Human resources and compensation

The Managing Director will ensure that the agency provides workforce, compensation and operational data as set out in the AAD Operational Policy.
The Managing Director will also ensure that the agency reports on HR and compensation policies in its Business Plans and Annual Reports, in accordance with the requirements of the AAD, AAD Operational Policy and articles 10.1 and 10.2 of this MOU.
The Managing Director will also ensure that the agency provides any other additional workforce, compensation and operational data as requested by TBS.

11.4 Other reports

The Chair and the Managing Director are responsible for:

Ensuring that other reports and documents set out in the AAD are submitted for review and approval by the Minister in accordance with prescribed timelines.
Supplying specific data and other information, at the request of the Minister or the Deputy Minister, that may be required from time-to-time for the purpose of the Ministry's administration.
Providing the Minister with such information as the Minister may require from time to time, in the time and manner the Minister specifies, respecting ARIO’s financial affairs and on matters such as agriculture, food, research, innovation, knowledge translation and transfer and the commercialization of research.

12. Public posting requirements

The Chair, on behalf of the board of directors and through the Managing Director, will ensure that the following approved governance documents are posted in an accessible format (to comply with the Accessibility for Ontarians with Disabilities Act, 2005), in both official languages (to comply with to the French Language Services Act), on the [provincial agency/ministry] website no later than the specified timelines:
- Memorandum of understanding – 30 calendar days of signing by all parties
- Annual letter of direction – no later than the corresponding annual Business Plan
- Annual Business Plan – 30 calendar days of Minister’s approval
- Annual Report – 30 calendar days of Minister’s approval (the report must first be tabled in the Legislature).
Posted governance documents should not disclose personal information, sensitive employment and labour relations information, solicitor-client privileged information, Cabinet confidential information, trade secrets or scientific information, information that would prejudice the financial or commercial interests of the provincial agency in the marketplace and information that would otherwise pose a risk to the security of the facilities and/or operations of the provincial agency
The Chair, on behalf of the board of directors and through the Managing Director, will ensure that the expense information for appointees and senior management staff are posted on the agency or ministry website, in accordance with the requirements of the Travel, Meal and Hospitality Expenses Directive.
The Chair, on behalf of the board of directors and through the Managing Director, will ensure that any other applicable public posting requirements are met.

13. Communications and issues management

The parties to this MOU recognize that the timely exchange of information on the plans, strategies, operations and administration of the agency is essential for the Minister to meet their 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 on behalf of the board of directors to be kept informed of government initiatives and broad policy directions that may affect the agency’s mandate and functions.

The Minister, the Managing Director, the Chair on behalf of the board of directors, therefore, agree that:

The Chair, and the Managing Director as necessary, will consult with the Minister, in a timely manner, of all planned announcements, events or issues, including contentious matters, that concern or can be reasonably expected to concern the Minister in the exercise of their responsibilities.
The Minister will advise the Chair, and the Managing Director as necessary, in a timely manner, as appropriate, on broad government policy initiatives or legislation being considered by the government that may impact on the agency’s mandate or functions, or which otherwise will have a significant impact on the agency.
The Minister will advise the Chair and the Managing Director as necessary, and the Chair will consult with the Minister on public communication strategies and publications. They will keep each other informed of the results of stakeholder and other public consultations and discussions as they relate to the agency’s mandate and functions.
The Minister and the Chair will meet at least quarterly, or per schedule approved by TB/MBC, on government and ministry priorities for the agency; agency, Board, Chair and Managing Director performance; emerging issues and opportunities; agency high risks and action plans including direction on corrective action, as required; and agency Business Plan and capital priorities.
1. As a best practice, meetings are to be quarterly. The Minister may delegate some of the meetings to an associate Minister or parliamentary assistant. The Minister should meet with the Chair at least twice per year, with one meeting focused on agency, Board, Chair and Managing Director performance.
2. If the Minister deems the agency to be low-risk, the Minister may reduce the number of meetings to twice a year, instead of quarterly, with one meeting focused on agency, Board, Chair and Managing Director performance.
The Deputy Minister and the Managing Director or equivalent will meet at least quarterly, or per schedule approved by TB/MBC, to discuss matters of mutual importance including emerging issues and opportunities; government priorities and progress on annual letter of direction; agency Business Plan and results; and agency high risks, the action plan and advice on corrective action as required.
1. The Deputy Minister and the Managing Director or equivalent shall provide timely information and advice to each other concerning significant matters affecting the agency’s management or operations.
The agency and ministry will comply with the Public Communications Protocol set out in Appendix 1 to this MOU for ongoing issues management, public communications and paid advertising.

14. Administrative arrangements

14.1 Applicable government directives

The Chair, on behalf of the board of directors and through the Managing Director, is responsible for ensuring that the agency operates in accordance with all applicable government directives and policies including those issued by TB/MBC, PSC, TBS, Minister of Finance as well as applicable ministry direction. This includes, but is not limited to, the list of directives and policies found on the InsideOPS Directives and Policies page.
The Deputy Minister will inform the agency of amendments or additions to legislation, government directives, policies and guidelines that apply to the agency; however, the agency is responsible for complying with all legislation, government directives, policies and guidelines to which it is subject. Information on corporate direction is available on the InsideOPS Directives and Policies page.
All agencies are part of government and are required to comply with legislation, government directives, policies and guidelines applicable to them. Further, agencies may be required to ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations.
The OPS Procurement Directive applies in full. The Procurement Directive on Advertising, Public and Media Relations and Creative Communications Services applies in full.
The agency must comply with corporate direction including the Transfer Payment Accountability Directive and the Transfer Payment Operational Policy and financial/accounting directives and policies.
The Managing Director is responsible for ensuring that clear expectations are established for transfer payment recipients and for ensuring effective diligence when setting up and monitoring transfer payment contracts to ensure public services are delivered, commitments are fulfilled and the right controls are in place to ensure the prudent use of taxpayers’ money.

14.2 Administrative and organizational support services (as applicable)

All agencies are part of government and are required to comply with legislation, government directives, policies and guidelines applicable to them. Further, agencies may be required to ensure that their directives and policies adhere to certain government directives, policies and guidelines, including those for human resources, while being mindful of collective agreement and bargaining obligations.
Subject to statutory requirements and applicable government directives, the agency may establish its own administrative, financial, procurement, human resources and operational policies and guidelines, exercising sound business acumen and operational flexibility.
The Deputy Minister is responsible for providing the agency with the administrative and organizational support services and for negotiating with Ontario Shared Services concerning these services, as appropriate.
The Deputy Minister will ensure that the support or services provided to the agency are of the same quality as those provided to the ministry’s own divisions and branches.

14.3 Agreements with third parties

Agricultural Research and Innovation Ontario is a signatory to the Ontario Agri-Food Innovation Alliance agreement, which is a five-year agreement between the Government of Ontario and the University of Guelph to support agri-food research and innovation. ARIO is a signatory because the Alliance includes operations and maintenance of Ontario’s network of 13 research centres, which are owned by ARIO, an agency of the province. This $343 million, five-year agreement will be used for research focusing on food safety and animal welfare and support the development of a highly skilled workforce that will lead to more economic growth opportunities for the agri-food sector.

14.4 Legal services

ARIO requires legal services. These services are to be provided in accordance with the Ministry of the Attorney General's Operating Policy on Acquiring and Using Legal Services by solicitors with the Ministry's Legal Services Branch and through legal counsel provided by Infrastructure Ontario.
ARIO may request outside legal services when it requires expertise which is unavailable within the Ministry of the Attorney General or when the use of a law office of the Crown would result in any conflict of interest. Outside legal services will be acquired in accordance with the Ministry of the Attorney General’s Operating Policy on Acquiring and Using Legal Services.

14.5 Creation, collection, maintenance and disposition of records

The Chair, on behalf of the board of directors and through the Managing Director, is responsible for ensuring that a system is in place for the creation, collection, maintenance and disposal of records.
The Managing Director is responsible for ensuring that the provincial agency complies with all government legislation, directives and policies related to information and records management.
The Managing Director and the board of directors shall protect the legal, fiscal and other interests of ARIO by implementing reasonable measures to ensure the ongoing viability, integrity, preservation and security of all official records created, commissioned or acquired by ARIO. This includes, but is not limited to, all electronic records, such as emails, information posted on ARIO's website(s), database data sets and all records stored on personal computers and shared drives.
The Managing Director is responsible for ensuring measures are implemented requiring ARIO's Secretariat to create full, accurate and reliable records that document and support significant business transactions, decisions, events, policies and programs. The Managing Director is responsible for ensuring that ARIO complies with the Archives and Recordkeeping Act, 2006, S.O. 2006, Chapter 34, Schedule A, the Governance and Management of Information and Data Assets Directive, as well as the Corporate Policy on Recordkeeping, Access and Privacy.
The Managing Director is responsible for ensuring measures are implemented requiring the agency’s employees to create full, accurate and reliable records that document and support significant business transactions, decisions, events, policies and programs.
The Managing Director is responsible for ensuring that the agency complies with the Archives and Recordkeeping Act, 2006, S.O. 2006, Chapter 34, Schedule A.

14.6 Cyber security

Agencies are responsible and accountable for the ownership and management of cyber security risks and related impacts within their organization.
Agencies must ensure adequate systems, protocols and procedures are established and maintained to ensure cyber resilience, recovery and maturity.
An agency’s cyber security practices and protocols should be regularly reviewed and updated to address new and emerging cyber security threats.
Agencies should align with any applicable policies and standards issued by the OPS, such as the Government of Ontario Information Technology Standards (GO-ITS) 25.0 and any other relevant GO-ITS standards, Corporate Policy on Information Sensitivity Classification, Corporate Policy on Cyber Security and Cyber Risk Management, Governance and Management of Information and Data Assets Directive, Governance and Management of Information Technology Directive.

14.7 Intellectual property

The Chair, on behalf of the board of directors and through the Managing Director, is responsible for ensuring that the legal, financial and other interests of the government related to intellectual property are protected in any contract that the agency may enter with a third party that involves the creation of intellectual property.
As per Section 13 of the ARIO Act, subject to the approval of the Managing Director and subject to any applicable laws or government directives, ARIO may enter into agreements respecting, and may use, arrange for the use of, apply for, purchase or otherwise acquire, dispose of, assign, grant or possess, intellectual property.

14.8 Freedom of information and protection of privacy

All parties mentioned in this Memorandum of Understanding acknowledge that ARIO is bound to follow the requirements set out in the Freedom of Information and Protection of Privacy Act (FIPPA) in relation to the collection, retention, security, use, distribution, disclosure, access and correction and disposal of records.
The Minister is the institution head for the purposes of the FIPPA.

14.9 Service standards

ARIO shall establish customer service and quality standards that are consistent with the appropriate standards of the government, the ministry and the Ontario Public Service.
The Managing Director will ensure that the agency delivers its services at a quality standard that reflects the principles and requirements of the OPS Service Directive.
The Managing Director will ensure that the agency designs, delivers and implements its digital services, whether internally built or procured, to reflect the principles and requirements outlined in the Digital and Data Directive, including Ontario’s Digital Service Standard.
ARIO will develop by end of 2025 a formal process for responding to complaints about the quality of services received by clients of the agency consistent with the government’s service quality standards.
The agency’s annual Business Plan will include performance measures and targets for client service and the agency’s response to complaints.

14.10 Diversity and inclusion

ARIO, through the Chair on behalf of the board of directors, acknowledges the importance of promoting an equitable, inclusive, accessible, anti-racist and diverse workplace within the agency.
The Chair, on behalf of the board of directors, will support a diverse and inclusive workplace within the agency by:
1. Developing and encouraging diversity and inclusion initiatives to promote an inclusive environment free of workplace discrimination and harassment;
2. Adopting an inclusive process to ensure diverse perspectives and underrepresented groups are heard to inform policies and decision-making.
The Chair, on behalf of the board of directors, is responsible for ensuring that the agency operates in accordance with the Human Rights Code, Accessibility for Ontarians with Disabilities Act, 2005, French Language Services Act and Pay Equity Act.

15. Financial arrangements

15.1 General

All financial procedures for the agency shall be in accordance with applicable government directives, ministry and corporate financial and administrative policies and procedures.
As per Section 3.4 of the ARIO Act, Despite Part I of the Financial Administration Act, the revenues and assets of ARIO do not form part of the Consolidated Revenue Fund and shall be applied to carrying out the ARIO’s objects.
As per section 3.5 of the ARIO Act, except with the approval of the Managing Director, the Corporation shall not incur any liability or make any expenditure that is not provided for in the Corporation’s budget.
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 approval of the Minister of Finance and/or the President of the Treasury Board. The Minister’s approval is required before seeking statutory approval from the Minister of Finance or President of the Treasury Board.
The provincial agency’s approved operating and capital allocations may be adjusted in a given year if in-year fiscal constraints are ordered by Cabinet or the Minister. The agency will be provided with notice of changes to its allocation as soon as is reasonably possible. Where the agency must reallocate resources as a result of its operating and/or capital allocations being adjusted, the agency shall inform and discuss the changes with the ministry before making such changes.
The agency will report to TBS when it has sought external advice on matters where: (i) the effectiveness of the advice depends on a particular accounting treatment or presentation in the financial statements; (ii) the outcome or consequences of the advice has or will have a material effect on the financial statements; and (iii) where there could be reasonable doubt as to the appropriateness of the related accounting treatment or presentation under the relevant financial reporting framework.
The Managing Director shall be responsible for providing the ministry with the necessary documentation to support the agency’s expenditures.

15.2 Funding

The provincial agency shall maintain a bank account in its own name and manage its financial activities, including leasing, investment and management of cash in accordance with the Ontario Financing Authority’s policy directions.
The agency is funded by the ministry using via a transfer payment. Note that this form of funding does not mean that the accountability rules for transfer payments are applied. For clarity, Transfer Payment Accountability Directive does not apply to funding for provincial agencies through the Transfer Payment account.
The agency is partially funded by the Government, out of the Consolidated Revenue Fund pursuant to an appropriation authorized by the Legislative Assembly and is subject to adjustments made by the Minister, TB/MBC or the legislative Assembly.
As per Section 3.4 of ARIO Act, the revenues and the assets of the agency do not form part of the Consolidated Revenue Fund and shall be used to carry out the agency’s objects.
The Managing Director will prepare estimates of the agency’s expenditures for inclusion in the ministry’s business plan for presentation to the Legislative Assembly. The Chair will deliver these estimates to the Minister in sufficient time to be analyzed and approved by the Minister.
The estimates provided by the Managing Director may, after appropriate consultation with the Chair, be altered as required. The parties acknowledged that TB/MBC has final decision making authority.
Financial procedures of the agency must be in accordance with TB/MBC and Ministry of Finance directives and guidelines and other applicable government direction.
The agency has the capacity, rights, powers and privileges of a natural person under section 3.1 of ARIO Act for carrying out its objects, which include entering into funding arrangements and/or receiving funding with the approval of the Managing Director.

15.3 Financial reports

The Chair, on behalf of the board of directors and through the Managing Director, 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 accordance with instructions issued by the Office of the Provincial Controller Division.
The agency will submit its salary information to the ministry, in accordance with the Public Sector Salary Disclosure Act, 1996.

15.4 Taxation status: Harmonized Sales Tax (HST)

Collection/remittance of HST

The agency is responsible for complying with its obligations as a supplier under the federal Excise Tax Act to collect and remit HST in respect of any taxable supplies made by it.

Payment of HST

The agency is responsible for paying HST where applicable, in accordance with the Excise Tax Act (Canada).

HST recovery

The agency is listed on Schedule A of the Canada-Ontario Reciprocal Taxation Agreement and may claim HST Government Rebates in respect of any HST paid or payable by the agency, subject to any restrictions specified by Finance Canada.
The agency will not claim an HST Government Rebate in respect of HST paid or payable by it for which it has claimed a refund, input tax credit or other rebate under the Excise Tax Act (Canada).
The agency is responsible for providing the Ministry of Finance and/or the Canada Revenue Agency, upon request, with any information necessary to determine the amount of an HST Government Rebate.
The agency is responsible for informing the Ministry of Finance within 30 days if its name is changed, it merges with another agency, its mandate or major activities are significantly changed, it undergoes a significant reorganization or change to its legal structure and if it ceases operations or is dissolved.

15.5 Realty

ARIO’s responsibilities with regards to real property are set out in Section 4 of ARIO Act. ARIO has the power to acquire, own, control, maintain, dispose of or otherwise deal with property in accordance with the ARIO Act. ARIO has the authority to make decisions regarding property with the approval of the Managing Director of ARIO.
The Chair, on behalf of the board of directors and through the Managing Director, is responsible for ensuring that the agency operates in accordance with the MBC Realty Directive.
Appendix B of the Realty Directive sets out the Mandatory Office Space Standards and Office Space Planning Practices that must be complied with when acquiring space for accommodation and program purposes.
The agency will align hybrid work policies with the OPS and identify and assess office optimization opportunities to reduce office realty footprint and find cost reductions.

16. Audit and review arrangements

16.1 Audits

ARIO 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 of Treasury Board Secretariat.
ARIO can request and/or must accept the provision of internal audit services by the Ontario Internal Audit Division in accordance with the Internal Audit Directive.
Regardless of any previous or annual external audit, the Minister or the Chair (on behalf of the board of directors) may direct that the agency be audited at any time. The results of such audit should be shared by the Chair to the Minister in accordance with article 8.2.
ARIO will share all engagement reports (including those prepared by their own internal audit function and/or those reported to the agency’s Chair) with their respective Minister and Deputy Minister (and when requested, with the President of the Treasury Board). The agency will advise the respective Minister and Deputy Minister annually, at a minimum, on any outstanding recommendations/issues.
ARIO will share its approved audit plan with their respective Minister and Deputy Minister, (and when requested, with the President of the Treasury Board) to support understanding of agency risks.
The Chair, on behalf of the board of directors, may request an external audit of the financial transactions or management controls of the agency, at the agency’s expense.

16.2 Other reviews

ARIO is subject to periodic review initiated 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, including finance, human resources/labour relations and agency processes.
In requiring a periodic review, the Minister or TB/MBC shall determine the timing and responsibility for conducting the review, the roles of the Chair, the board of directors and the Minister, and how any other parties are involved.
A mandate review of the provincial agency will be conducted at least once every six years. The date of the next review will be as per TBS.
The Minister will consult the Chair, on behalf of the board of directors, as appropriate during any such review.
ARIO will cooperate in any review.
In the event of a review initiated at the direction of the Minister, the Minister shall submit any recommendations for change that are developed from the results of the review regarding the agency to TB/MBC for consideration.

17. Staffing and appointments

17.1 Delegation of human resources management authority

Where the PSC has delegated its powers, duties and functions in relation to human resources management to the Deputy Minister and Managing Director and Comptroller, that person is accountable for exercising that authority in compliance with any relevant legislation, directives or policies in accordance with the mandate of ARIO and within the parameters of the delegated authority.

17.2 Staffing requirements

ARIO is staffed by persons employed under Part III of the Public Service of Ontario Act, 2006
The agency, in its dealings with staff employed under Part III of the Public Service of Ontario Act, 2006, is subject to MBC human resource directives and Public Service Commission directives under the PSOA.
The agency will provide to TBS workforce, compensation and operational data as set out in the AAD Operational Policy.
The Managing Director is appointed by the Public Service Commission under Part III of the Public Service of Ontario Act, 2006 as Managing Director to be the administrator of ARIO’s business and affairs.
The Comptroller is appointed by the Public Service Commission under Part III of the Public Service of Ontario Act, 2006 and is responsible to ARIO through the Managing Director.

17.3 Designated executives

The agency shall provide total compensation to its designated executives, including the Managing Director, in accordance with the legislation, directives, policies and guidelines applicable to them.

17.4 Appointments

According to section 2(2) of the ARIO Act, the board of directors shall be composed of at least seven and no more than 15 board of directors appointed by the Minister. An appointment under subsection 2(2) of the Act shall be for a term of not more than three years but any person is eligible for reappointment at a maximum of three times.
The Minister shall appoint from the persons appointed under subsection 2(3) of the Act a Chair and a Vice-Chair of ARIO.
The maximum number of board of directors is 15 and the minimum number of board of directors is 7, as set out in the ARIO Act.
The Chair must utilize the agency’s skills matrix and recruitment strategy in advising the Minister of any competency skills gaps on the Board and providing any recommendations for appointments or re-appointments, including advising the Minister on appointee attendance and performance.

17.5 Remuneration

The board of directors of ARIO shall receive such remuneration and expenses as the Lieutenant Governor in Council determines.
Per diem rates and travel expenses for appointed ARIO members are set by Orders-in-Council and are paid to ARIO members for their attendance at scheduled meetings. These per diems follow Treasury Board Guidelines for Agencies, Board and Commissions and are paid out of ministry funds. The Chair is remunerated at a per diem rate of $221 and the members are each remunerated at a per diem rate of $168.
ARIO, including Board members, must comply with the Travel, Meal and Hospitality Expenses Directive issued by MBC. Legitimate authorized expenses incurred during the course of government business shall be reimbursed. Expenses for Board members under the Directive are subject to requirements for public disclosure of expense information.

18. Risk management, liability protection and insurance

18.1 Risk management

Ministers and ministries are accountable for working with their provincial agencies to ensure effective management of risks. The ministry and agency will meet to discuss agency high risks and action plans including direction on corrective action.

The Chair, on behalf of the board of directors, is responsible for ensuring that a risk management strategy is developed and in place for the provincial agency, in accordance with the AAD and the OPS Enterprise Risk Management Directive and Risk Management process.

The agency shall ensure that the risks it faces are addressed in an appropriate manner.

18.1.1 Artificial intelligence risk management

The Chair, on behalf of the board of directors and through the Managing Director, is responsible for ensuring that artificial intelligence (AI) risk management is undertaken in alignment with the principles and requirements of the Responsible Use of AI Directive.

The agency shall implement AI risk management in alignment with the requirements outlined in Section 6.3 of the Responsible Use of Artificial Intelligence Directive.
1. The agency shall ensure the management of technology risks in a documented and appropriate manner.
2. The agency will identify threats and risks, assess their potential impact, severity and likelihood, and document the risks and actions taken to address them.
The agency shall ensure that a business process exists for accountable executives to document their ongoing efforts to treat (resolve, mitigate or accept) risks throughout the technology lifecycle.
The agency shall publish a list of AI use cases as part of the Business Plan.
The agency shall track and report quarterly on IT threats and technology risks and vulnerabilities, and associated risk treatment efforts. This includes reporting on AI use cases and associated risk management.
The agency shall ensure that IT systems can meet the confidentiality, integrity and availability requirements of all information and that systems can adequately safeguard or dispose of information according to its sensitivity level.

18.2 Liability protection and insurance

Liability is addressed in sections 13.1, 13.2 and 13.3 of ARIO Act.
ARIO is covered under the Government of Ontario’s General and Road Liability Protection Program (GRLPP) for bodily injury, personal injury, property damage and advertising liability claims from third parties.

19. Compliance and corrective actions

Open and consistent communication between provincial agencies and their responsible ministry helps ensure that government priorities and direction are clearly understood and helps to manage risks or issues as they arise.
Situations may arise through the course of monitoring where corrective action is required. Corrective action refers to the steps taken to remedy non-compliance with this directive. Corrective action supports agencies in delivering on desired outputs and/or outcomes, and meeting the terms and conditions established by this directive.
If a ministry initiates corrective action, it must be progressive in nature and in proportion to the risk associated with the degree of non-compliance. The degree of corrective action should only be increased if the agency’s non-compliance continues. It is important that ministries document all actions and provide timely and clear communication to the agency Chair or senior executives relating to potential corrective actions. This may include letters of direction by the accountable Minister and/or the President of the Treasury Board as required.
Before engaging in more severe corrective actions, ministries must consult with TBS and legal counsel.

20. Effective date, duration and review of the MOU

This MOU becomes effective on the date it is signed by the Minister as the last party to execute it (“Original Effective Date”) and continues in effect until it is revoked or replaced by a subsequent MOU signed by the parties.
A copy of the signed MOU and any successor MOU must be provided to the Secretary, Treasury Board/Management Board of Cabinet, no later than seven calendar days from being signed.
Upon a change in Minister, Deputy Minister, Chair or Managing Director (or equivalent) of a board-governed provincial agency, the newly appointed individual must review and sign this MOU no later than four months from the new appointment.

21. Signatures

Original signed by:

The Honourable Trevor Jones, Minister of Agriculture, Food and Agribusiness, on August 6, 2025.

Nevin McDougall, Chair, Agricultural Research and Innovation Ontario (ARIO), on July 30, 2025.

Deputy Minister John M. Kelly, Ministry of Agriculture, Food and Agribusiness, on July 29, 2025.

Greg Wootton, Managing Director, ARIO, on July 30, 2025.

22. Appendix 1: Public Communications Protocol (Template and Minimum Requirements)

Purpose

The communications protocol sets out a framework for the ministry and ARIO to collaborate on public communications opportunities led by ARIO.

The communications protocol applies to both ARIO’s implementation of its legislated mandate and the promotion of the work it does. It will also support the Minister’s accountability to the Legislative Assembly and to Cabinet for the same.

Definitions

“Public communications” means any material that is communicated to the public, either directly or through the media in:
- Oral form, such as a speech or public presentation or interview to be broadcast
- Printed form, such as a hard copy report
- Electronic form, such as a posting to a website
- Paid advertising, such as digital or print campaign.
A “contentious issue” is a matter that is, or may reasonably be expected to be, of concern to the Legislative Assembly or the public or is likely to result in inquiries being directed to the Minister or government. Contentious issues may be raised by:
- Members of the Legislative Assembly
- The public
- Media
- Stakeholders
- Service delivery partners.
The agency will comply with the TB/MBC Visual Identity Directive.
The ministry and the agency will appoint persons to serve as public communications “leads”.
- The ministry lead is the Director of Communications
- The agency lead is the Managing Director
For the purpose of this protocol, public communications are divided into three categories:
- Media responses or communications products related to the routine business of the agency and its programs that do not have direct implications for either the ministry or the government, or could not be considered a government priority.
  - Media responses, news releases or other communications products are to be shared with the ministry lead on an appropriate and timely cadence (for example, daily) who will circulate as appropriate to other individuals within the ministry.
  - Note: Funding related announcement are not considered routine business and must be escalated to category B. Contentious issues must be escalated to category C.
- Communications products and/or plans where provincial or Ministerial messaging on government priorities would enhance the agency’s or the government’s profile, or would provide opportunities for local government announcements
  - For all non-contentious items that might generate media interest, the agency lead will notify the ministry lead of upcoming communications plans and products a minimum of three (3) business weeks in advance.
  - For non-contentious items which provide government messaging opportunities or involve funding announcements, the agency must request approval of communications products seven (7) business days prior to the date required.
  - Final approval is required from the Minister’s office and will be sought via the ministry lead. If the agency were not to receive comments or approval from the Minister’s office or ministry lead within forty-eight (48) hours of the date on which the item is to be issued, the agency should escalate a follow-up, noting that they will proceed accordingly.
  - Non-contentious media responses are to be shared with the ministry lead on an appropriate and timely cadence (for example, daily) who will circulate as appropriate to other individuals within the ministry. Contentious media responses follow the process below.
- Contentious issues, media responses and news releases that may have direct implications for either the ministry or the government or are likely to result in inquiries being directed to the Minister or government.
  - The agency lead will notify the ministry lead immediately upon becoming aware of the issue and will notify the Minister’s office simultaneously. The ministry lead may also advise the agency of contentious issues that require attention. The agency will provide all required background information on the issue to the ministry lead, who will arrange to have a contentious issues note prepared.
  - The agency must obtain ministry approval prior to issuing media responses or news releases in this category. The agency lead will provide the media response or news releases to the ministry lead who will initiate the approval process within the ministry.
  - Final approval on media responses and news releases in this category is required from the Minister’s office.
Advertising
- To deliver on the long-range demands of planning advertising, the agency will provide the ministry with its annual marketing plan three (3) months in advance of its start date (on the agency’s Fiscal Year).
- Agency to share campaign briefs with the ministry a minimum of two (2) weeks in advance of briefing creative/media (agency) partners. Ministry to ensure alignment on campaign objectives and messaging.
- Advertising materials and campaigns can be reviewed by the ministry’s MO.
- Final messaging and creative to be shared with the ministry at least two (2) weeks before going live.

23. Appendix 2: Administrative or Organizational Support Services

The following list includes examples of support services provided by the Government of Ontario, the Managing Director and ARIO Secretariat.

Financial administration and management, including but not limited to, internal and external financial reporting up to and including audited financial statements and full consolidation reporting, and analysis, accounts payable, receivables and technical advice, purchasing, central mail, payment of taxes and related expenses, and records management.
Logistics and coordination of all ARIO meetings and board member liaison.
Oversight of ARIO’s funding agreements research programs, governance, corporate reporting, capital assets and infrastructure.
Assistance with preparation of the MOU, Business Plan, ARIO Annual Report and other reports as required.
Information technology and telecommunications services: advice, consultation and support.
Internal audit: financial compliance, management, human resource and information systems audits, operational reviews and special investigations as required.
Legal services, including services related to tenant and property management.
Stakeholder relations including engagement activities and communications.
Business Planning.
Performance measurement and program evaluation.
Communications and marketing.
Oversight and management of all property and assets related to ARIO research stations.
Freedom of information program services.
French language services translation and interpretation services.

Updated: September 09, 2025

Published: August 03, 2022