Agricultural Research Institute of Ontario Memorandum of Understanding

Memorandum of Understanding Between the Minister of Agriculture, Food and Rural Affairs and the Agricultural Research Institute of Ontario

The parties to this Memorandum of Understanding agree to the following:

Purpose

1. The purpose of this Memorandum of Understanding (MOU) is to:
   • Establish the accountability relationships between the Minister of Agriculture, Food and Rural Affairs, the Director of Research and the Chair of the Agricultural Research Institute of Ontario on behalf of the Agency.
   • Clarify the roles and responsibilities of the Minister, the Director of Research, the Chair, the Deputy Minister, the Comptroller and the Agency's members.
   • Clarify the operational, administrative, financial, staffing, auditing and reporting arrangements between the Agricultural Research Institute of Ontario and the Ministry of Agriculture, Food and Rural Affairs.
2. This MOU should be read together with the Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13. This MOU does not affect, modify or limit the powers of the Agency as set out under the Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13, or limit the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and any act or regulation, the act or regulation prevails.
3. This MOU replaces the Memorandum of Understanding between the parties, dated July 19, 2011, for the same or similar purposes.

Definitions

In this MOU:

1. "AAD" means the Treasury Board/Management Board of Cabinet Agencies and Appointments Directive;
2. "Act"or "Agricultural Research Institute of Ontario Act" means the Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13 that governs the Agency;
3. "Agency" or "provincial Agency" means the Agricultural Research Institute of Ontario (ARIO);
4. "Agency Secretariat" means those employees or officers of the Ministry selected by the Director of Research to support the Agency.
5. "Annual Business Plan" means the annual business plan described under article 9.1 of this MOU.
6. "Annual Report" means the annual report referred to in article 9.2 of this MOU.
7. "Applicable Government Directive" means the government directives, policies, standards and guidelines that apply to the Agency, as may be amended or replaced from time to time, which are listed in Appendix 2 to this MOU.
8. "Appointee" means a member appointed to the Agency by the Minister, but does not mean an individual employed or appointed by the Agency as staff;
9. "Chair" means the Chair of the Agricultural Research Institute of Ontario;
10. "Constituting instrument" means the Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13, that established the Agency;
11. "Deputy Minister" means the Deputy Minister of Agriculture, Food and Rural Affairs;
12. "Director of Research" means the Director of Research appointed under sub-section 2 (3) of Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13;
13. "Executive Council Act" means the Executive Council Act, R.S.O. 1990, c. E. 25, as amended;
14. "FIPPA" means the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.F.31, as amended.
15. "Fiscal Year" means the period from April 1 to March 31 of the following year;
16. "Government" means the Government of Ontario;
17. "MBC" means the Management Board of Cabinet;
18. "Member" means a Member of the Agricultural Research Institute of Ontario;
19. "Minister" means the Minister of Agriculture, Food and Rural Affairs 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;
20. '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;
21. "Ministry" means the Ministry of Agriculture, Food and Rural Affairs or any successor to the Ministry;
22. "MOU"means this Memorandum of Understanding signed by the Minister, Director of Research and the Chair;
23. "Other Acts"means those statutes in addition to the ARIO Act that are listed in this MOU and its appendices and which may apply to the Agency (see Appendix G);
24. "President of Treasury Board" means the President of Treasury Board of such other person who may be designated from time to time under the Executive Council Act;
25. "PSC" means the Public Service Commission;
26. "PSOA" means the Public Service of Ontario Act, 2006, S.O. 2006, c. 35, Sched. A, as amended;
27. "TBS" means the Treasury Board Secretariat;
28. "TB/MBC" means the Treasury Board/Management Board of Cabinet;
29. "Trustee Act" means the Trustee Act, S.O. 1990, c. T. 23 as amended;
30. "Vice-Chair" means the Vice-Chair of the Agency appointed under sub-section 2 (3) of the Agricultural Institute of Ontario Act, R.S.O. 1990, c. A.13.

Agency's Legal Authority and Mandate

Duties of Research Institute

1. The legal authority of the Agricultural Research Institute of Ontario is set out in the Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13.
2. The provincial Agency’s mandate is set out in the Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13 in sections 3 and 4:

3. 3. The duties and responsibilities of the Research Institute are,

   1. to make rules governing its procedures;
   2. to appoint an executive committee and such other committees as it considers advisable and to delegate to any such committee any of its duties and responsibilities;
   3. to inquire into programs of research in respect of agriculture for the betterment of agriculture, veterinary medicine and household science;
   4. to select and recommend areas of research for the betterment of agriculture, veterinary medicine and household science;
   5. to stimulate interest in research as a means of developing in Ontario a high degree of efficiency in the production and marketing of agricultural products; and
   6. At the request of the Director of Research,
      1. to enter into agreements, covenants and easements with owners of real property or interests therein, or assign such agreements, covenants and easements, for the conservation, protection, or preservation of agricultural land; and
      2. to exercise any of its powers under subsection 4(3) of the Act.

   Property

   4.(1) All property heretofore or hereafter granted, conveyed, devised or bequeathed for purposes of research to, or to any person in trust for, any institution of the Ministry of Agriculture, Food and Rural Affairs that is engaged in research is vested in the Research Institute, subject to any trust affecting the same. R.S.O. 1990, c. A.13, s. 4 (1); 2009, c. 33, Sched. 1, s. 3 (2).

   Money for Research

   (2) The Research Institute may take by gift, grant, donation or bequest money for use in research or the conservation, protection or preservation of agricultural lands. R.S.O. 1990, c. A.13, s. 4 (2); 1994, c. 27, s. 5 (5).

   Powers with respect to property

   (3) The Research Institute may, with the written consent of the Director of Research,

   1. construct, maintain and alter any buildings or works in carrying out its duties and responsibilities;
   2. acquire property or any interest therein by purchase, lease or otherwise and may dispose of all or any part of such property or interest therein by sale, lease or otherwise. 1994, c. 27, s. 5 (6).

   Exercise of power by Institute

   (4) The Director of Research may direct the Research Institute to exercise its powers under subsection (3) and the Research Institute shall comply. 1994, c. 27, s. 5 (6).

   Money to be held in trust

   (5) Money received by the Research Institute under subsection (2) or (3) shall be held in trust by the Director of Research and be used for the purposes of this Act in accordance with the terms, if any, on which it was given. 1994, c. 27, s. 5 (6).

   Proceeds of disposition

   (6) A sale, lease or other disposition made by the Research Institute under this Act may be for purposes unrelated to the objects of this Act if any proceeds or benefits obtained by the Research Institute as a result are used for those objects. 1994, c. 27, s. 5 (6)."

Agency Type and Public Body Status

1. The Agency is designated as a board governed provincial Agency under the Agencies and Appointments Directive.
2. The Agency is prescribed as a Commission Public Body in accordance with Ontario Regulation 146/10 under the Public Service of Ontario Act, 2006.5. Corporate Status and Crown Agency Status.
3. The Agency is a Crown agency within the meaning of the Crown Agency Act, R.S.O. 1990, c. C.48.
4. The provincial Agency 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 Agricultural Research Institute of Ontario Act. and those imposed by Treasury Board/Management Board of Cabinet.

Guiding Principles

The parties agree to the following principles:

1. The Minister recognizes that the Agency exercises powers and performs duties in accordance with its legal mandate under the Agricultural Research Institute of Ontario Act.
2. The Minister recognizes that the Agency plays a meaningful role in the development of the policies and programs of the Government of Ontario, as well as in the implementation of those policies and delivery of programs.
3. The Director of Research and the Chair acknowledge that they are accountable, through the Minister, to the Legislative Assembly in exercising its mandate. Accountability is a fundamental principle to be observed in the management, administration and operations of the Agency.
4. As an Agency of the Government of Ontario, the Agency conducts itself according to the management principles of the Government of Ontario. These principles include ethical behaviour; prudent, effective and lawful use of public resources; fairness; high quality service to the public; and openness and transparency to the extent allowed under the law.
5. The Minister and the Members, through the Director of Research and the Chair are committed to a strong Agency that is empowered to fulfill its statutory mandate efficiently and effectively. They share the goal of establishing and maintaining a co-operative relationship that facilitates the efficient administration of the Agency and fulfillment of its statutory responsibilities.
6. The Agency and the Ministry agree to avoid duplication of services wherever possible.
7. The Agency and the Ministry will work together in a mutually respectful manner.

Accountability Relationships

Minister

The Minister is accountable:

1. To Cabinet and the Legislative Assembly for the Agency's fulfilment of its mandate and its compliance with government policies, and for reporting to the Legislative Assembly on the Agency's affairs.
2. For reporting and responding to Treasury Board/Management Board of Cabinet on the Agency's performance and compliance with government's applicable directives and operational policies.
3. To the Cabinet for the performance of the Agency and its compliance with the government's operational policies and broad policy directions.
4. For receiving and ensuring that the Agency's Annual Report is made available to the public within 30 days of approval/tabling by the Minister in the Legislature.

Chair

The Chair, acting on behalf of the Members, is accountable:

1. To the Director of Research for the Agency's performance in fulfilling its mandate, and for carrying out the roles and responsibilities assigned to the Members and Chair by the Agricultural Research Institute of Ontario Act, this MOU, and applicable TB/MBC, PSC and Applicable Government Directives.
2. For reporting to the Director of Research, as requested, on the Agency's activities.
3. For ensuring timely communications with the Director of Research regarding any issue that affects, or can reasonably be expected to affect, the Minister's responsibilities for the Agency.
4. To the Director of Research to provide a Board-governed Agency Attestation, providing assurance that, to the best of our knowledge and belief the Agency is in substantial compliance with all applicable legislation, regulations, directives and policies; has maintained an effective system of internal controls; and has established and maintained a system of internal controls that supports the integrity and reliability of our financial reports.

Deputy Minister

The Deputy Minister is accountable to the Secretary of the Cabinet and the Minister 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 Applicable Government Directives.

The Deputy Minister is also accountable for attesting to TB/MBC on the Agency's compliance with Applicable Government Directives.

Director of Researcher

The Director of Research is accountable to the Minister for the administration and all business and affairs of the Agency as outlined in section 9 of the ARIO Act in accordance with accepted business and financial practices and standards and with applicable TB/MBC and Ministry of Finance directives, and this MOU.

Agency Secretariat

The Agency Secretariat reports to, and is accountable to the Director of Research for their performance.

OMAFRA staff act as the Secretariat to ARIO by providing all administrative and managerial support pursuant to subsection 9 (4) of the ARIO Act. Standard OPS disclosure policies and procedures are applicable to staff providing support to the Secretariat.

Roles and Responsibilities

Minister

The Minister is responsible for:

1. Reporting and responding to the Legislative Assembly on the affairs of the Agency.
2. Reporting and responding to TB/MBC on the Agency's performance and compliance with Applicable Government Directives, the government's operational policies and policy directions.
3. Recommending to TB/MBC, where required, a merger, any change to the mandate, or dissolution of the Agency.
4. 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.
5. Meeting with the Director of Research and/or Chair to discuss issues relating to the fulfilment of the Agency's mandate.
6. Working with the Director of Research and the Chair to develop appropriate measures and mechanisms related to the performance of the Agency.
7. Reviewing the advice or recommendation of the Director of Research and the Chair on candidates for appointment or re-appointment to the Agency.
8. Making recommendations to Cabinet and the Lieutenant Governor in Council for appointments and reappointments to the Agency, pursuant to the process for Agency appointments established by legislation and/or by MBC through the AAD.
9. Determining at any time the need for a review or audit of the Agency, directing the Director of Research to undertake reviews 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.
10. When appropriate or necessary, taking action or directing that the Agency take corrective action with respect to the Agency's administration or operations.
11. Receiving and approving the Agency's Annual Report and ensuring that it is made available to the public within 30 days of approving/tabling in the Legislature.
12. Receiving and approving the Agency's Annual Report and ensuring that it is made available to the public within 30 days of approving/tabling in the Legislature.
13. Informing the Director of Research of the government's priorities and broad policy directions for the Agency.
14. Consulting, as appropriate, with the Director of Research and the Chair on significant new directions or when the government is considering regulatory or legislative changes for the Agency.
15. Developing the Agency's MOU with the Director of Research, as well as any amendments to it, and signing the MOU into effect after it has been signed by the Director of Research and Chair.
16. Reviewing and approving the Agency's Annual Business Plan.
17. Recommending to TB/MBC any provincial funding to be allocated to the Agency.
18. Outlining the high-level expectations, key commitments and performance priorities for the Agency at the beginning of the annual business planning cycle through an Agency mandate letter.

Chair

The Chair is responsible for supporting the Director of Research by:

1. Providing leadership to the Agency by working with the Director of Research and the Members to set the goals, objectives and strategic directions within its mandate.
2. Providing leadership to the Agency's Members and ensuring that the Members carry out their responsibilities for decisions regarding the Agency.
3. Co-chairing Agency meetings, including the management of the Agency's agenda.
4. Seeking strategic policy direction for the Agency from the Director of Research and the Minister.
5. Ensuring timely communications with the Director of Research 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.
6. Consulting with the Director of Research 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.
7. Reporting to the Director of Research 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 and financial policies.
8. Working with the Director of Research, carry out effective public communications and relations for the Agency as its chief spokesperson.
9. Cooperating with any review or audit of the Agency directed by the Minister or TB/MBC.
10. Signing the MOU for the Agency as authorized by the Members.
11. Keeping the Minister and Director of Research informed of upcoming appointment vacancies and providing recommendations for appointments or re-appointments.

Members

The Members are responsible for:

1. Providing advice to the government as may be requested, through the Chair and Director of Research, on issues within or affecting the Agency's mandate or operations.
2. Cooperating fully with any review or investigation of any potential, perceived or actual Conflict of Interest as defined by the AAD related to the Agency's activities or any of its Members.

Deputy Minister

The Deputy Minister is responsible for:

1. Advising and assisting the Minister regarding the Minister's responsibilities for Agricultural Research Institute of Ontario, including informing the Minister of policy direction, policies and priorities of relevance to the Agency's mandate.
2. Advising the Minister on the requirements of the AAD, and other Applicable Government Directives that apply to the Agricultural Research Institute of Ontario.
3. Recommending to the Minister, as may be necessary, the evaluation or review, including a risk-based review, of the Agricultural Research Institute of Ontario or any of its programs, or changes to the management framework or operations of the Agricultural Research Institute of Ontario.
4. Facilitating regular briefings and consultations between the Director of Research and the Minister, and between the Ministry staff and the ARIO Secretariat as needed.
5. 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 Director of Research to the Minister.
6. 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.
7. Ensuring that the Agency has an appropriate risk management framework and a risk management plan in place for managing risks that the Agency may encounter in meeting its program or service delivery objectives.
8. Undertaking timely risk-based reviews of the Agricultural Research Institute of Ontario, its management or operations, as may be directed by the Minister or TB/MBC.
9. Establishing a framework for reviewing and assessing the Agency's business plans and other reports.
10. Supporting the Minister in reviewing the performance targets, measures and results of the Agency.
11. Advising the Minister on documents submitted by the Agency to the Minister for review or approval, or both.
12. Submitting to the Minister, as may be required, a risk assessment and management plan for each risk category.
13. Undertaking reviews of the Agency as may be directed by the Minister.
14. Cooperating with any review of the Agency as directed by the Minister or TB/MBC.
15. Monitoring the Agency on behalf of the Minister while respecting the Agency's authority, identifying needs for corrective action where warranted, and recommending to the Minister ways of resolving any issues that might arise from time to time.
16. Developing an MOU with the Director of Research and/or Chair of the Agency, as well as any amendments to the MOU, as directed by the Minister.
17. Consulting with the Agency's Director of Research, as needed, on matters of mutual importance including services provided by the ministry and compliance with TB/MBC Directives, Ministry policies, and other government directives.
18. Meeting with the Director of Research as needed or as directed by the Minister, or on the request of the Director of Research and/or Chair.
19. Arranging for administrative, financial and other support to the Agency, as specified in this MOU.
20. Informing the Director of Research and/or Chair, 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.
21. When/if required, submitting a report to the Secretary of TB/MB on the wind-down of the Agency, following the disposition of any assets, completion of any outstanding responsibilities by the Agency, and the termination of any appointments.

Director of Research

As set out in section 9 in the ARIO Act, the duties and responsibilities of the Director of Research are:

1. to co-ordinate programs of research of the Research Institute with programs in comparable areas of research by other institutions and organizations;
2. to select, develop and maintain research programs in accordance with the needs of agriculture, veterinary medicine and household science in Ontario;
3. to maintain a balance of effort in research among various areas of research;
4. to inquire into the efficiency of programs of research undertaken in conjunction with academic work at other institutions of learning and research in Ontario;
5. to establish the operational budgets of the Research Institute for programs of research in agriculture, veterinary medicine and household science at the Ontario Agricultural College, the Ontario Veterinary College and the Macdonald Institute or any of them and at institutions of the Ministry of Agriculture, Food and Rural Affairs that are engaged in research and at other institutions in Ontario where the facilities and personnel are available for such programs;
6. to determine matters of integration of research with the academic work of the Ontario Agricultural College, the Ontario Veterinary College and the Macdonald Institute and institutions of learning and research that are administered by the Ministry of Agriculture, Food and Rural Affairs; and
7. to develop and maintain programs for the conservation, protection or preservation of agricultural lands. R.S.O. 1990, c. A.13, s. 9 (2); 1994, c. 27, s. 5 (9); 2009, c. 33, Sched. 1, s. 3 (3, 4).

Agreements with respect to land

In carrying out his or her duties and responsibilities, the Director of Research may require the Research Institute,

• to enter into agreements, covenants and easements with owners of real property or interests therein for the purposes of clause (2) (g) and to assign, modify or discharge such agreements, covenants and easements; and
• to exercise its powers under subsection 4 (3). 1994, c. 27, s. 5 (10).

Delegation of authority

The Director of Research may delegate any of his or her duties, responsibilities or powers under this Act to an employee or officer of the Ministry of Agriculture, Food and Rural Affairs. 1994, c. 27, s. 5 (10).

Delegation in writing

A delegation under subsection (4) shall be in writing and may be subject to such limitations, conditions and requirements as are set out in it. 1994, c. 27, s. 5 (10).

Exception

The authority to delegate under subsection (4) does not apply with respect to the director’s duty to hold in trust money received by the Research Institute. 1994, c. 27, s. 5 (10).

Appointments

The Director of Research may appoint persons to advisory committees to assist him or her in the discharge of his or her duties. 1994, c. 27, s. 5 (10).

Supervision by Director

10. The Director of Research shall have supervision over every program for which funds have been supplied by the Research Institute. R.S.O. 1990, c. A.13, s. 10; 1994, c. 27, s. 5 (11).

Estimates of expenditures

The Director of Research shall prepare and submit to the Minister an estimate of all expenditures required during the next ensuing year. R.S.O. 1990, c. A.13, s. 11.

In addition, the Director of Research is responsible for:

• Managing the day-to-day financial, analytical, business and administrative affairs of the Agency in accordance with the mandate of the Agency, TB/MBC and Applicable Government Directives, accepted business and financial practices, and this MOU.
• Providing leadership and management to the Agency Secretariat staff, 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 financial management framework for the Agency in accordance with applicable Minister of Finance/Treasury Board controllership directives, policies and guidelines.
• 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.
• Developing the Agency's MOU with the Minister and signing it on behalf of the Agency.
• Submitting the Agency's Business Plan, Annual Report and any financial reports that may be required, on behalf of the Agency, to the Minister in accordance with the timelines specified in the applicable TB/MBC and government directives.
• Advising the Minister annually on any outstanding audit recommendations.
• Ensuring that members are informed of their responsibilities under the PSOA with regard to the rules of ethical conduct, including the political activity rules.
• Ensuring appropriate management systems are in place (financial, information technology, human resources) for the effective administration of the Agency.
• Ensuring that the Agency has the oversight capacity and an effective oversight framework in place for monitoring its management and operations.
• Keeping the Members, through the Chair, informed with respect to implementation of policy and the operations of the Agency.
• Establishing and applying systems to ensure that the Agency operates within its approved business plan.
• Establishing and applying the Agency's risk management framework and risk management plan.
• Supporting the Chair and Members in meeting their responsibilities, including compliance with all applicable legislation, directives, policies, procedures and guidelines.
• Keeping the Minister/Ministry advised on issues or events that may concern the Minister, the Deputy Minister and the Chair in the exercise of their responsibilities.
• Seeking support and advice from the Ministry, as appropriate, on Agency issues.
• 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.
• Undertaking timely risk-based reviews of the Agency's management and operations.
• Consulting with the Deputy Minister as needed, on matters of mutual importance, including services providing by the Ministry, and on TB/MBC and government directives and Ministry policies.
• Cooperating with a periodic review directed by the Minister or TB/MBC.
• Fulfilling the role of ethics executive for public servants, other than government appointees, who work in the Agency. Promoting ethical conduct and ensuring that all members of the Agency 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.
• Attesting to the compliance of the Agency to applicable directives and policies and support the Members to provide the stating of compliance of the Agency.

Ethical Framework

The members of the Agency 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. Agency members shall not use any information gained as a result of their appointment to or membership on the Agency for personal gain or benefit. A member who has reasonable grounds to believe that he or she has a conflict of interest in a matter before the Agency, or a committee of the Agency, shall disclose the nature of the conflict to the Director of Research and/or the Chair at the first opportunity and shall refrain from further participation in the consideration of the matter. The Director of Research and/or the Chair shall cause to be recorded in the minutes of the meeting of the Agency any declared conflicts of interest. The Chair, as the Ethics Executive for the provincial Agency, is responsible for ensuring that appointees 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.

Reporting Requirements

Business Plan

1. The Director of Research will ensure that the Minister is provided annually with the Agency's Business Plan covering a minimum of three (3) years including the current fiscal year, which includes a financial budget and a risk assessment and management plan, for approval by the Minister. The annual business plan shall be in accordance with the requirements set out in the AAD.
2. The annual business plan is to be submitted to the Ministry's Chief Administrative Officer or designated equivalent within three months prior to the Agency's fiscal year-end.
3. The Director of Research 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.
4. The Director of Research will ensure that the business plan includes a risk assessment and risk management plan to assist the Ministry in developing its risk assessment and risk management plan information in accordance with the requirements of the AAD to assess risks, develop and maintain necessary records, and report to TB/MBC.
5. The Director of Research 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 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.
6. The Minister will review the Agency's Annual Business Plan and will promptly advise the Director of Research whether or not they concur with the directions proposed by the Agency. The Minister may advise the Director of Research where and in what manner the Agency's plan varies from government or Ministry policy or priorities as may be required, and the Director of Research, on behalf of the Agency, 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.
7. In addition, TB/MBC may require the Minister to submit the Agency's Business Plan to TB/MBC for review at any time.
8. The Director of Research, through the Secretariat, will ensure that its Minister approved Business Plan is made available to the public in an accessible format, in both official languages, on the Agency/Ministry website within 30 days of Minister's approval of the plan.

Annual Reports

1. The Director of Research is responsible for ensuring that the Agency's Annual Report is prepared and submitted to the Minister for approval within 120 days of the Agency's fiscal year end. The annual report shall be in accordance with the requirements set out in the AAD.
2. The Director of Research 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 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.
3. The Minister will receive, review and approve the Agency's Annual Report and table it in the Legislative Assembly.
4. The Director of Research, will ensure that its Annual Report is publicly posted in an accessible format, in both official languages, on the Provincial Agency/Ministry website within 30 days of tabling in the Legislature.

Other Reports

The Director of Research is responsible for:

1. Ensuring that the reports and documents set out in Appendix 1 are submitted for review and approval by the Minister in accordance with prescribed timelines.
2. 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.

Public Posting Requirements

1. The provincial Agency, through the Director of Research, will ensure that the following approved governance documents are posted in an accessible format, in both official languages, on the Agency/Ministry website within the specified timelines:
   • Memorandum of Understanding and any Letter of Affirmation within 30 days of signing by the parties.
   • Agency Mandate Letter is to be posted with the Agency Business Plan Annual Business Plan within 30 days of Minister's approval.
   • Annual Report within 30 days of Minister's approval/tabling in the Legislature.
2. 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
3. The provincial Agency, through the Director of Research, 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 MBC Travel, Meal and Hospitality Expenses Directive.
4. The provincial Agency, through the Director of Research, will ensure that any other applicable public posting requirements are met.

Communications and Issues Management

The parties to this MOU recognize that the timely exchange of information on the operations and administration of the Agency is essential for the Minister to meet 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 Director of Research and/or Chair to be kept informed of the government initiatives and broad policy directions that may affect the Agency’s mandate and functions.

The Minister, the Director of Research, and the Chair therefore, agree that:

1. The Director of Research and the Chair will keep the Minister advised, in a timely manner, of all planned events or issues, including contentious matters that concern or can be reasonably expected to concern the Minister in the exercise of their responsibilities.
2. The Minister will consult with the Director of Research and the Chair 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.
3. The Minister and the Director of Research and Chair will consult with each other on public communication strategies and publications. They will keep each other informed of the results of stakeholder and other public consultations and discussions.
4. The Minister, the Director of Research and the Chair will meet at least annually, or as requested by either party, to discuss issues relating to the fulfillment of the Agency's mandate, management and operations.
5. The Deputy Minister, Director of Research and the Chair will meet at least annually, or as requested by either party, to discuss issues relating to the delivery of the Agency's mandate and the efficient operation of the Agency and the provision of services by the Ministry to the Agency. The DM and the Director of Research shall provide timely information and advice to each other concerning significant matters affecting the Agency's management or operations.
6. The Agency and Ministry will adhere to the Public Communications Protocol set out in Appendix 3 to this MOU for ongoing issues management.

Administrative Arrangements

Applicable Government Directives

1. The Director of Research is responsible for ensuring that the Agency operates in accordance with all applicable TB/MBC, PSC and government directives, as well as applicable Ministry financial and administrative policies and procedures where possible. Appendix 2 to this MOU provides a list of applicable directives and policies.
2. The Ministry will inform the Agency of amendments or additions to directives, policies and guidelines that apply to the Agency; however, the Agency is responsible for complying with all directives, policies and guidelines to which it is subject.

Administrative and Organizational Support Services

1. The Deputy Minister is responsible for providing the Agency with the administrative and organizational support services listed in Appendix 4 to this MOU, and for negotiating with Ontario Shared Services concerning these services, as appropriate.
2. Appendix 4 may be reviewed at any time at the request of either party.
3. 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.

Legal Services

The Agency 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.

Creation, Collection, Maintenance and Disposition of Records

1. The Director of Research is responsible for ensuring that a system is in place for the creation, collection, maintenance and disposal of records.
2. The Director of Research is responsible for ensuring that the provincial Agency complies with all government legislation, directives and policies related to information and records management.
3. The Director of Research and the Members shall protect the legal, fiscal and other interests of the Agency by implementing reasonable measures to ensure the ongoing viability, integrity, preservation and security of all official records created, commissioned or acquired by the Agency. This includes, but is not limited to, all electronic records, such as emails, information posted on the Agency's website(s), database data sets, and all records stored on personal computers and shared drives.
4. The Director of Research, is responsible for ensuring measures are implemented requiring the Agency's Secretariat to create full, accurate and reliable records that document and support significant business transactions, decisions, events, policies and programs. The Director of Research is responsible for ensuring that the Agency complies with the Archives and Recordkeeping Act, 2006, S.O. 2006, Chapter 34, Schedule A.

Intellectual Property

The Director of Research, is responsible for ensuring that the legal, financial and other interests of the government related to intellectual property are considered, and if appropriate, protected in any agreement that the Agency may enter into with a third party that involves the creation of intellectual property.

Freedom of Information and Protection of Privacy

1. The Director of Research and the Minister acknowledge that the Agency 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 and disposal of records.
2. The Minister is the institution head for the purposes of the FIPPA.

Service Standards

1. The provincial Agency shall establish customer service and quality standards that are consistent with the appropriate standards of the government, the Ministry and the Ontario Public Service.
2. The Director of Research and the Chair will ensure that the Agency delivers its services at a quality standard that reflects the principles and requirements of the OPS Service Directive.
3. The Agricultural Research Institute of Ontario utilizes the Ministry's processes for responding to complaints about the quality of services received by clients of the Agency
4. The Agency's annual business plan will include performance measures and targets for client service and the Agency's response to complaints.
5. The provincial Agency shall comply with the Accessibility for Ontarians with Disabilities Act.

Financial Arrangements

General

1. All financial procedures for the provincial Agency shall be in accordance with applicable TB/MBC and Ministry of Finance directives and guidelines, Ministry corporate financial and administrative policies and procedures, and other Government of Ontario guidelines, directives and policies, as set out in Appendix 2 of this MOU.
2. Pursuant to section 28 of the Financial Administration Act, the Agency shall not enter into any financial arrangement or commitment, guarantee, indemnity or similar transaction that may increase, directly or indirectly, the indebtedness or contingent liabilities of the Government of Ontario without the written approval of the Minister of Finance and/or the President of the Treasury Board. The Minister's approval is required before seeking statutory approval from the Minister of Finance.
3. 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 this with the Ministry before making such changes.

Funding

Property

4. (1) All property heretofore or hereafter granted, conveyed, devised or bequeathed for purposes of research to, or to any person in trust for, any institution of the Ministry of Agriculture, Food and Rural Affairs that is engaged in research is vested in the Research Institute, subject to any trust affecting the same. R.S.O. 1990, c. A.13, s. 4 (1); 2009, c. 33, Sched. 1, s. 3 (2).

Money for Research

4 (2) The Research Institute may take by gift, grant, donation or bequest money for use in research or the conservation, protection or preservation of agricultural lands. R.S.O. 1990, c. A.13, s. 4 (2); 1994, c. 27, s. 5 (5).

Powers with respect to property

4 (3) (b) The Research Institute may, with the written consent of the Director of Research, (b) acquire property or any interest therein by purchase, lease or otherwise and may dispose of all or any part of such property or interest therein by sale, lease or otherwise. 1994, c. 27, s. 5 (6)

Money to be held in trust

4 (5) Money received by the Research Institute under subsection (2) or (3) shall be held in trust by the Director of Research and be used for the purposes of this Act in accordance with the terms, if any, on which it was given. 1994, c. 27, s. 5 (6).

Proceeds of disposition

4 (6) A sale, lease or other disposition made by the Research Institute under this Act may be for purposes unrelated to the objects of this Act if any proceeds or benefits obtained by the Research Institute as a result are used for those objects. 1994, c. 27, s. 5 (6).

Power to acquire patents, etc.

13. Subject to the approval of the Minister, the Research Institute may purchase or arrange for the use of any invention or any interest therein, or any rights in respect thereof, or any secret or other information as to any invention, and apply for, purchase or otherwise acquire, any patents, interest in patents, licences or other rights conferring any exclusive or non-exclusive or limited right to make, use or sell any invention or inventions and to use, exercise, develop, dispose of, assign or grant licences in respect of or otherwise turn to account the property rights or information so acquired, and possess, exercise and enjoy all the rights, powers and privileges that the owner of any invention or any rights in respect thereof or the owner of a patent or invention or of any rights thereunder may possess, exercise and enjoy. R.S.O. 1990, c. A.13, s. 13.

1. 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.
2. The Agency is partially funded by the Government of Ontario, out of the Consolidated Revenue Fund (CRF) pursuant to an appropriation authorized by the Legislative Assembly, and is subject to adjustments made by the Minister, TB/MBC or the Legislative Assembly.
3. The Director of Research will approve estimates of the Agency's expenditures for inclusion in the Ministry's business plan for presentation to the Legislative Assembly. The Director of Research will deliver these estimates to the Minister in sufficient time to be analyzed and approved by the Minister.
4. The estimates provided by the Director of Research may, after appropriate consultation with the Director of Research and the Chair, be altered as required. The parties acknowledge that TB/MBC has final decision-making authority.
5. Financial procedures of the Agency must be in accordance with TB/MBC and Ministry of Finance directives and guidelines and other applicable government direction.
   Subsections 4 (1), 4 (2), 4 (3), 4 (5) and 4 (6) and section 13 of the ARIO Act, provide for funding through provincial grants, federal grants, investment income, rental income, lease revenue, royalties and corporate and private donations respectively as follows:
6. Recovered costs and other revenues (such as gifts or donations), if any, are held in trust and invested by the Director of Research to be used for the objectives and purposes of Agency as set out in the ARIO Act in accordance with the terms, if any, for which they were given.
7. Investment decisions shall be made in a manner consistent with the Trustee's Act. The objectives of the investment strategy are to guarantee capital, maximize returns and to provide liquidity to meet short-term cash flow requirements. Acceptable investments are listed in the Trustee's Act.
8. Except with the approval of the Minister, the Agency shall not incur any liability or make any expenditure that is not provided for in the income for the Agency, unless provided for by money appropriated therefor by the Legislature (from the Consolidated Revenue Fund ) or for which funds otherwise have been furnished therefor.

Financial Reports

1. The Director of Research, will provide to the Minister, audited annual financial statements, and will include them as part of the Agency's Annual Report. The statements will be provided in a format that is in accordance with the province's stated accounting policies issued by the Office of the Provincial Controller Division.
2. The Agency will submit its salary information to the Minister of Finance and/or the President of the Treasury Board, through the Ministry, in accordance with the Public Sector Salary Disclosure Act, 1996.

Taxation Status: Harmonized Sales Tax (HST)

For services, property and purchases provided, the Agency shall pay, charge, collect, and remit taxes in accordance with the provisions of the tax laws of Ontario and the applicable federal tax laws of Canada including but not limited to the Excise Tax Act, R.S.C. 1985, c.E-15, as amended or replaced from time to time.

Audit and Review Arrangements

Audits

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

Other Reviews

1. Agricultural Research Institute of Ontario 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.
2. In requiring a periodic review, the Minister or TB/MBC shall determine the timing and responsibility for conducting the review, the roles of the Director of Research, the Chair, the Members, and the Minister, and how any other parties are involved.
3. A mandate review of the provincial Agency will be conducted at least once every seven years. The Agency was reviewed in 2016.
4. The Minister will consult the Director of Research and Chair, as appropriate during any such review.
5. The Director of Research and Chair will cooperate in any review.
6. 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.

Staffing and Appointments

Staffing Requirements

ARIO does not have staff but is supported by an Agency Secretariat of Ministry staff from its Research & Innovation Branch.

Appointments

1. The Director of Research is appointed by the Minister pursuant to subsection 9 (1) of the ARIO Act. There is no fixed term of appointment.
2. The Chair, Vice Chair and members of the Agency are appointed by the Minister for a time of not more than three years pursuant to subsections 2 (2), 2 (3), 2 (4) and 2 (5) of the ARIO Act. When the term of a member expires, they remain until a successor is appointed (section 2 (5) of the Act).
3. The Comptroller is appointed by and is responsible to the Director of Research pursuant to sections 9 and 12 of the ARIO Act.
4. The maximum number of members is 15, as set out in the ARIO Act.

Remuneration

1. The Chair and members are remunerated at per diem rates as set out by an Order in Council. There is no limitation to the number of days.
2. Travel expenses of board members must comply with the MBC Travel, Meal and Hospitality Expenses Directives. Reasonable expenses shall be reimbursed.

Risk Management, Liability Protection and Insurance

Risk Management

1. The Director of Research is responsible for ensuring that a risk management strategy is developed for the provincial Agency, in accordance with the OPS Risk Management process.
2. The Agency shall ensure that the risks it faces are dealt with in an appropriate manner.

Liability Protection and Insurance

1. Liability
   The Minister agrees that the Agency and its members and representatives (including committee members if any) shall not be liable for any injury or damage (including death), property loss, or damage sustained by the Agency or its members or representatives, independent contractors, subcontractors or any other third party that it is in any way attributable to anything done in good faith under the authority or purporting to be under the authority of the Agency.
2. Indemnification
   The Minister agrees to at all times indemnify and save harmless the appointees, members of the Agency and any committee members from, and against all claims, demands, losses, costs, damages, actions, suits or other proceedings by whomsoever made, sustained brought or prosecuted that is any way attributable to anything done in good faith under the authority or purporting to be under the authority of the Agency.

Effective Date, Duration and Periodic Review of the MOU

1. 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.
2. A copy of the signed MOU and any successor MOU must be provided to the Secretary, Treasury Board/Management Board of Cabinet.
3. Upon a change in the Minister, Director of Research or Chair, both parties must affirm by letter that this MOU will continue in force without a review (and attach the signed letter to the MOU); or alternatively, they may agree to revise it and sign a new MOU within six (6) months of the change.
4. A copy of the letter of affirmation, or a new MOU between the Minister, Director of Research and Chair must be provided to the Secretary, Treasury Board/Management Board of Cabinet within six months of the new party or parties' commencement.
5. Either the Minister or the Director of Research, may initiate a review of this MOU by written request to the other.
6. If either of the parties deems it expedient to amend this MOU, they may do so only in writing. Any amendment shall only be effective after approval by the parties.
7. A full review and replacement of this MOU will be conducted immediately in the event of a significant change to the Agency's mandate, powers or governance structure as a result of an amendment to the Agricultural Research Institute of Ontario Act, R.S.O. 1990, c. A.13.
8. At a minimum, this MOU will be reviewed at least once every seven (7) years to ensure it is current and consistent with government expectations.

Appendix 1: Summary of Agency Reporting Requirements

Appendix 2: Applicable Government of Ontario Directives

1. The following TB/MBC and government directives, guidelines and policies apply to the Agency:
   • Agencies and Appointments Directive
   • Accountability Directive
   • Advertising Content Directive
   • Open Data Directive
   • Perquisites Directive
   • Procurement Directive, as it applies in whole or in part
   • Procurement Directive on Advertising, Public and Media Relations and Creative Communications Services
   • Realty Directive
   • Transfer Payment Accountability Directive (if applicable)
   • Travel, Meal and Hospitality Expenses Directive
   • Visual Identity Directive
   • Management and Use of Information & Information Technology (I&IT) Directive in conjunction with the Corporate Policy on Recordkeeping; Managing, Distributing and Pricing Government Information (Intellectual Property); etc.
2. The Agricultural Research Institute of Ontario is responsible for complying with all directives, policies and guidelines to which it is subject, irrespective of whether it is included on the list above.
3. The Ministry will inform the Agency of amendments or additions to directives, policies and guidelines that apply to the Agency.

Appendix 3: Public Communications Protocol (Sample)

1. Purpose
   The purpose of this communications protocol is to set out a framework for the Ministry and Agency to collaborate on public communications opportunities. Clear and direct lines of communication between the Ministry and its agencies are essential.
   This communications protocol will support both the Agency'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.
2. Definitions
   1. "Public communication" 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
      • Printed form, such as a hard copy report
      • Electronic form, such as a posting to a website.
   2. 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
3. The Agency will comply with the TB/MBC Visual Identity Directive and identify itself in all media responses and news releases as an Agency of the Government of Ontario.
4. The Ministry and the Agency will appoint persons to serve as public communications “leads”.
   • The Ministry lead is the Director of Research
   • The Agency lead is the Chair.
5. For the purpose of this protocol, public communications are divided into three categories:
   1. Media responses or new releases related to the day-to-day business of the Agency and its programs that do not have direct implications for either the Ministry or the government.
      • The Agency should communicate their media responses or news releases to the Ministry lead who will circulate as appropriate to other individuals within the Ministry.
      • This category does not include contentious issues, media responses, or news releases that directly or indirectly announce grants or other funding to organizations.
   2. Media responses, news releases or communications 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 MPP announcements
      • The Agency lead will notify the Ministry lead of upcoming media responses, news releases, and communications plans fifteen (15) days in advance for all non-contentious items that might generate media interest.
      • For non-contentious items which provide government messaging opportunities or which involve funding announcements, the Agency must also request approval of news releases or communications plans seven (7) 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 can proceed accordingly.
   3. 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 can proceed accordingly.
      • For all contentious issues, 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.

Appendix 4: Administrative or Organizational Support Services

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

1. 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, printing services, records and form advisory services
2. Logistics and coordination of all Agency meetings
3. Preparation of the MOU, Business Plan, ARIO Annual Report and other reports as required
4. Information technology and telecommunications services: advice, consultation, and support
5. Internal audit: financial compliance, management, human resource and information systems audits, operational reviews, and special investigations as required
6. Legal services, including services related to tenant and property management
7. Accommodation: planning, including lease renewals and infrastructure management
8. Freedom of information program services
9. French language services translation and interpretation services
10. Business planning
11. Performance measurement and program evaluation
12. Communications and marketing.

Program Administration

The Deputy Minister through the Director of Research is responsible for ensuring that the Ministry provides all program administrative support services to the Agency through the provision of OMAFRA staff (currently Research & Innovation Branch) required to effectively and efficiently manage open research programs, the ARIO owned research properties and all financial operations of the Agency up to and including consolidation with ministry reporting.