Memorandum of Understanding between Minister of Agriculture, Food and Agribusiness and Chair of the Livestock Financial Protection Board

Read the Memorandum of Understanding that details the relationship with the minister, roles and responsibilities, and the expectations of the board.

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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 subject agency is part of government and is required to comply with legislation, government directives, policies and guidelines applicable to them, including those for human resources, while being mindful of collective agreement and bargaining obligations.

2. Purpose

The purpose of this memorandum of understanding (MOU) is to:
- Establish the accountability relationships between the Minister of Agriculture, Food and Agribusiness and the Chair of the Livestock Financial Protection Board.
- Clarify the roles and responsibilities of the minister, the chair, the deputy minister, the agency’s board of directors and the agency liaison for the board.
- Clarify the operational, administrative, financial, staffing, auditing and reporting arrangements between the Livestock Financial Protection Board and the Ministry of Agriculture, Food and Agribusiness.
This MOU should be read together with the Farm Products Payments Act, R.S.O. 1990, c. F.10. This MOU does not affect, modify or limit the powers of the agency as set out under the Farm Products Payments Act, R.S.O. 1990, c. F.10, or otherwise interfere with the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and any legislation, the legislation prevails. Similarly, in the event of a conflict between this MOU and any applicable government directives, the latter prevail.
This MOU replaces the memorandum of understanding between the same parties for the same purposes, dated June 5, 2017.

3. Definitions

In this MOU:

“AAD” means the most current iteration of the Agencies and Appointments Directive, issued by Management Board of Cabinet;
“Agency” or “provincial agency” means Livestock Financial Protection Board (LFPB);
“Agency liaison” means a representative of the agency selected to work with the ministry on behalf of the agency;
“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;
“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 the Livestock Financial Protection Board;
“Business plan” means the annual business plan described under article 10.1 of this MOU;
“Chair” means the Chair of the Livestock Financial Protection Board;
“Constituting instrument” means the Farm Products Payments Act, R.S.O. 1990, c. F.10 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;
“Fund” refers collectively to the Fund for Livestock Producers;
“Government” means the Government of Ontario;
“MBC” means the Management Board of Cabinet;
“Member” means an individual appointed to the agency by the minister, 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 and the chair;
“OPS” means the Ontario Public Service;
“Other acts” mean Trustee Act;
“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, Schedule A, as amended;
“TBS” means the Treasury Board Secretariat;
“TB/MBC” means the Treasury Board/Management Board of Cabinet;

Agency’s legal authority and mandate

The legal authority of the Livestock Financial Protection Board is set out in Farm Products Payments Act, R.S.O. 1990, c. F.10.
The provincial agency’s mandate is set out in the Farm Products Payments Act, R.S.O. 1990, c. F.10, which states that the agency’s objects are to:
1. Administer its Fund;
2. Investigate all claims made to it under this Act and to determine the extent of their validity;
3. Grant or refuse the payment of claims or any part thereof and determine the amounts and manner of payment;
4. Recover any money to which it is entitled under this Act by suit in a court of competent jurisdiction or otherwise; and
5. Carry out the functions, and exercise the powers, prescribed by regulation.

4. Agency type, function and public body status

The agency is designated as a board-governed provincial agency with a Trust (with governing board) function under the AAD.
The agency is prescribed as a public body and a Commission public body in accordance with Ontario Regulation 146/10 under the PSOA.

5. Corporate status and crown agency status

The Agency is a corporation without share capital that is responsible to the Minister. The Corporations Act or the Corporations Information Act/Not for Profit Corporations Act, 2010 does not apply to the agency.

The agency is a Crown agency within the meaning of the Crown Agency Act.
The provincial agency does not have the capacity, rights, power and privileges of a natural person for carrying out its objects.

6. 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.
Impartial decision-making is the paramount requirement.

7. Accountability relationships

7.1 Minister

The minister is accountable:

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.
For reporting and responding to Treasury Board/Management Board of Cabinet on the agency’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.

7.2 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 the Farm Products Payments Act, R.S.O. 1990, c. F.10, this MOU, and applicable 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.

7.3 Board of directors

The board of directors is 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 Farm Products Payments Act, R.S.O. 1990, c. F.10, this MOU, and applicable other government directives and policies.

7.4 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 under the Ministry of Agriculture, Food and Rural Affairs Act, R.S.O. 1990, c. M.16, this MOU, and applicable government directives and policies.

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

7.5 Agency liaison

The agency does not have a CEO and all responsibilities fall to the board. The agency has a service level agreement, currently with AgriCorp, to support the board governance function and operations, including financial and investment support. Through this service level agreement, an agency liaison, staff position in AgriCorp, is responsible for providing and coordinating support to the LFPB.

The agency liaison is accountable to the agency through the chair for sharing information and coordinating information between the agency and the ministry. The agency liaison works under the direction of the chair to implement policy and operational decisions. The agency liaison reports the agency’s performance results to the agency, through the chair.

8. Roles and responsibilities

8.1 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 directives, the government’s operational policies and policy directions.
Meeting with the chair at least quarterly on: government and ministry priorities for the agency; agency, board, and chair 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, and chair 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, and chair 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 appointments and reappointments to the agency, pursuant to the process for agency appointments established 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.

8.2 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 on: government and ministry priorities for the agency; agency and board 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 and board 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 and chair 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.
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 when requested, with the President of the Treasury Board).
Seeking strategic policy direction for the agency from the minister.
Signing the agency’s MOU on behalf of the board.
Submitting the agency’s business plan/attestation memo, budget, annual report/attestation memo and financial reports, 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.
Reviewing claims for per diems and travel expenses for board members and ensuring the claims are submitted to the ministry for approval.
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 implementing artificial intelligence (AI) risk management in alignment with the principles of the Responsible Use of AI Directive and requirements in section 6.3, 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.
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 public servants, including government appointees to the Livestock Financial Protection Board, 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.

8.3 Board of directors

The board of directors is responsible for:

Managing and controlling 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 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.
Directing the development of, 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 tabling in the Legislative Assembly, 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 the agency liaison is fulfilling their responsibilities as outlined in this MOU and the AAD.
Reviewing the performance of the agency liaison annually in consultation with the chair.
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.
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.
Ensuring that an actuarial review is undertaken: (1) at any time, in order to ensure the strength of the Fund, (2) at the direction of the Minister, and (3) when a change in the amount of the producer “check-off” fee is being contemplated by the Agency or the Minister.
Ensuring that the Fund is invested in accordance with the principles in sections 26, 27, 27.1 and 27.2 of the Trustee Act to the extent that they inform prudent investing. Ensuring that an Investment Policy is established taking notice of the criteria/ guidelines set out section 27 of the Trustees Act and Appendix 1.

8.4 Deputy minister

Deputy minister responsibilities may be fulfilled by a delegate approved by the Secretary of Cabinet.

The deputy minister is responsible for:

Carrying out the roles and responsibilities assigned by the minister under the Ministry of Agriculture, Food and Rural Affairs Act.
Advising and assisting the minister regarding the minister’s oversight responsibilities for the Livestock Financial Protection Board, 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 the Livestock Financial Protection Board.
Attesting to TB/MBC on the provincial agency’s compliance with the mandatory accountability requirements set out in the AAD and other applicable 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 chair, in writing, of new government directives and any exceptions to, or exemptions in whole or in part from directives, government policies, or ministry administrative policies.
Ensuring regular briefings and consultations between the chair and the minister at least quarterly, and between the ministry staff and the agency staff as needed.
Signing the agency’s MOU, acknowledging their responsibilities.
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.
Providing annual feedback on the performance of the agency to the chair.
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 the Livestock Financial Protection Board or any of its programs, or changes to the management framework or operations of the Livestock Financial Protection Board.
Ensuring that the ministry and the agency have the capacity and systems in place for ongoing 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 the Livestock Financial Protection Board, 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).
Consulting with the agency’s chair, as needed, on matters of mutual importance including services provided by the ministry and compliance with directives and ministry policies.
Working with the chair to address any issue that may arise.
Arranging for administrative, financial and other support to the agency, as specified in this MOU.

8.5 Agency liaison

The agency liaison is accountable to the agency through the chair for:

Being accountable to the board on responsibilities related to the agency.
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.
Advising the chair on the requirements of and the agency’s compliance with the AAD, as well as other 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 operational matters and 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.
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.
Ensuring that the agency has an appropriate risk management framework and risk management plan in place as directed by the chair to help provide the proper level of assurance that program or service delivery objectives are met.
Cooperating with a periodic review directed by the minister or TB/MBC.
Preparing the agency’s annual report and business plan as directed by the board.
Establishing and applying systems to ensure that the agency operates within its approved business plan.
Establishing and applying a financial management framework for the agency in accordance with applicable Minister of Finance/Treasury Board controllership directives, policies and guidelines.
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.
Providing information and reporting as requested by the minister, deputy minister, ministry and/or TBS, and within timelines set out by the minister, deputy minister, ministry and/or TBS.
Seeking support and advice from the ministry, as appropriate, on agency management 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.
Carrying out effective public communications and relations for the agency as required by the Communications Protocol.
Preparing financial reports for approval by the board.
Recommending, for approval by the agency, the adoption of prudent investment practices and policies.

9. 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.

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 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.

10. Reporting requirements

10.1 Business plan

The chair 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 ministry’s chief administrative officer 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, or no later than such other periods as may be set out in the AAD.
The chair 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 chair is responsible for ensuring that the agency’s business plan includes a system of performance measures and reporting on the achievement of the objectives set out in the business plan. The system must include performance goals, how they will be achieved, and targeted results and timeframes.
The chair 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 chair 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 chair will ensure that the business plan includes an inventory of the provincial agency’s artificial intelligence (AI) use cases in accordance with requirements of the Responsible Use of AI Directive.
The chair 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 chair 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 chair, 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, in writing, 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 chair, through the agency liaison, will work with the ministry to 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 ministry website no later than 30 calendar days from minister’s approval of the plan.

10.2 Annual reports

The chair will ensure that the ministry 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 ministry no later than 90 calendar days from the provincial agency’s receipt of the audited financial statement.
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, in writing, 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 agency liaison, will work with the ministry to 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 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).

10.3 Human resources and compensation

The agency does not have staff. Agency support is provided by agency liaison under an agreement with a third party, currently Agricorp.

10.4 Other reports

The chair is responsible on behalf of the board of directors for:

Ensuring that all required reports and documents, including those set out in the AAD and the agency’s constituting instrument, are submitted for review and approval by the minister in accordance with the 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.

11. Publicposting requirements

The provincial agency, through the chair on behalf of the board of directors, working with the ministry through the agency liaison, 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 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 provincial agency, through the chair on behalf of the board of directors, working with the ministry through the agency liaison, will ensure that the expense information for appointees are posted on the ministry website, in accordance with the requirements of the Travel, Meal and Hospitality Expenses Directive.
The provincial agency, through the chair on behalf of the board of directors, working with the ministry through the agency liaison, will ensure that any other applicable public posting requirements are met.

12. 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 and the chair on behalf of the board of directors, therefore, agree that:

The chair 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 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 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 on: government and ministry priorities for the agency; agency, board and chair performance; emerging issuesand 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 and chair 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 and chair performance.
The deputy minister and the chair will meet at least quarterly 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 chair 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 2 to this MOU for ongoing issues management, public communications and paid advertising.

13. Administrative arrangements

13.1 Applicable government directives

The chair, on behalf of the board of directors, is responsible for ensuring that the agency operates in accordance with all applicable government directives and policies. This includes, but is not limited to, the list of directives and policies found on the InsideOPS Directives and Policies page.
The ministry 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.
Procurement: The agency is considered an Other Included Entity under the OPS Procurement Directive and the Directive applies in part. The agency must establish their own procurement policy as set out in the OPS Procurement Directive.

13.2 Administrative and organizational support services

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.

13.3 Agreements with third parties

The agency operational and board support is provided by AgriCorp under an agreement.

The investigation services are provided by OMAFA on a cost for service basis.

13.4 Legal services

Legal services to the Livestock Financial Protection Board will be provided by the Ministry of the Attorney General, in accordance with an MOU established between the Livestock Financial Protection Board and the Ministry of the Attorney General.
The Livestock Financial Protection Board 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.

13.5 Creation, collection, maintenance and disposition of records

The chair, on behalf of the board of directors, is responsible for ensuring that a system is in place for the creation, collection, maintenance and disposal of records.
The board, through the chair, is responsible for ensuring that the provincial agency complies with all government legislation, directives and policies related to information and records management.
The agency liaison, the chair and the board 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.
The chair, on behalf of the board of directors, 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 board of directors, through the chair, is responsible for ensuring that the agency complies with the Archives and Recordkeeping Act, 2006, S.O. 2006, Chapter 34, Schedule A.

13.6 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.

13.7 Intellectual property

The chair, on behalf of the board of directors, 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.

13.8 Freedom of Information and Protection of Privacy

The chair 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, disclosure, access and correction and disposal of records.
The minister is the institution head for the purposes of the FIPPA.

13.9 Service standards

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.
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.
The chair 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.
The Livestock Financial Protection Board has in place a formal process for responding to complaints about the quality of services received by clients/customers 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/customer service and the agency’s response to complaints.

13.10 Diversity and inclusion

The provincial agency, 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; and
2. Adopting an inclusive process to ensure all voices are heard.
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.

14. Financial arrangements

The Agency's financial arrangements in relation to the Fund shall be in accordance with the requirements of the Farm Products Payments Act and its regulations.

14.1 General

All financial procedures for the agency shall be in accordance with applicable government directives,ministry and corporate financial and administrative policies and procedures.

When ordered to do so by the Minister of Finance and/or the President of the Treasury Board, pursuant to Section 16.4 of the Financial Administration Act, the agency shall pay into the Consolidated Revenue Fund any money that the Minister of Finance and/or the President of the Treasury Board determines is surplus to its requirements.
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 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.

14.2 Funding

The provincial agency shall maintain a bank account in its own name and manage its financial activities, including investment and management of cash in accordance with the Ontario Financing Authority’s policy directions.

The agency is funded by producer “check-off” fees that it receives under the Farm Products Payments Act, R.S.O. 1990, c. F.10 and the interest earned thereon.

The Agency shall pay claims approved under the Farm Products Payments Act from the Fund in accordance with the Act.

The Agency is expected to be self-sustaining, meeting all of its operating expenses out of the Fund it administers, in accordance with O. Reg. 467/19.

Recovered costs and revenues (excluding recoveries), if any, are paid as received to the Consolidated Revenue Fund, unless the Act constituting the agency provides otherwise, and may not be applied to administrative expenditures of the agency unless otherwise provided by the act.

14.3 Financial reports

The chair, on behalf of the board of directors, 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.

14.4 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.

14.5 Realty

The agency has no staff and no realty. Agency support is provided by agency liaison under an agreement with AgriCorp.

15. Audit and review arrangements

15.1 Audits

The accounts and financial transactions of a board shall be audited annually by the Auditor General, and a report of the audit shall be made to the board and to the Minister.
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.
A provincial agency can request 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.
A provincial agency 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.
A provincial agency 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.

15.2 Other reviews

The Livestock Financial Protection Board 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 the mandate review schedule.
The minister will consult the chair, on behalf of the board of directors, as appropriate during any such review.
The chair, agency liaison and board 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.

16. Staffing and appointments

Agency has no staff. Agency support is provided by AgriCorp under an agreement.

16.1 Appointments

The chair is appointed by the minister pursuant to section 4(4) of Ontario Regulation 560/93. There is no fixed term of appointment.

The members/vice-chairs of the agency are appointed by the minister pursuant to section 2(2) of the Farm Products Payments Act and section 4(1) of Ontario Regulation 560/93. There is no fixed term of appointment.
There is no maximum number of members/vice-chairs.
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.

16.2 Remuneration

Remuneration for board members is set by the Lieutenant Governor in Council.

As set out in order in council 687/2010, the chair is remunerated at a per diem rate of $221/day, the vice chair at a per diem rate of $184/day, and the members are each remunerated at a per diem rate of $168/day.

Provincial agencies, 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.

17. Risk management, liability protection and insurance

17.1 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.

17.1.1 Artificial intelligence risk management

The chair, on behalf of the board of directors, 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.
- The agency shall ensure the management of technology risks in a documented and appropriate manner.
- 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.

17.2 Liability protection and insurance

Liability

Section 2(9) of the Farm Products Payments Act provides that no action or other proceeding for damages may be instituted against any member of the Agency, employees in the service of the Agency for any act done in good faith in the execution or intended execution of the person's duty or for any alleged neglect or default in the execution in good faith of that person's duty.

Indemnification

On behalf of Her Majesty the Queen in right of Ontario, the Minister agrees to at all times indemnify and save harmless in the manner and form set out in Appendix 3 of this MOU the Appointees to the Agency from and against all claims, demands, losses, costs, damages, actions, suits or other proceeding by whomsoever made, sustained, brought or prosecuted that is in any way attributable to anything done in good faith under the authority or purporting to be done under the authority of the Farm Products Payments Act.

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 with another entity 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.

18. 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.

19. 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 agency liaison (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.

Appendix 1: Investments and investment policy

The Agency is responsible for the prudent management of the Fund's investments.
1. The Agency may delegate aspects of administration and oversight of the Fund's investment as it deems appropriate to a third party Fund manager.
2. The specific roles, responsibilities, and authorities of the Agency and the third party Fund manager in the administration and oversight of the Fund must be documented in an investment policy which is reviewed periodically and amended as required by the Agency.
An Investment Policy must be established taking notice of the criteria/guidelines set out in section 27 of the Trustee Act and this MOU. Without limitation, the policy must:
1. communicate the Agency's investment philosophy and risk tolerance;
2. describe the Fund objectives, asset mix, governance, permitted investments, method of valuing the investments, and risk management;
3. demonstrate due diligence (that the system follows a prudent set of procedures) and include written procedures outlining how the investment policies will be implemented and monitored. This should at a minimum: identify responsibilities and accountabilities; set out the process for recommending, approving, and implementing decisions; determine the frequency and format of reporting and of performance measures;
4. provide instructions to a third party Fund manager to ensure proper execution of the investment policy; and
5. Describe the role of the third party Fund managers in managing the assets of the Fund and document the selection of investment managers, the determination of their remuneration, as well as any decision to replace an investment manager in a manner that encourages compliance with the policy's objectives, goals and procedures;
The Investment Policy shall be reviewed by the Agency at least annually and amended as required. Additionally, the Investment Policy must be reviewed by an actuary as part of any actuarial review to ensure it remains relevant to the prevailing and forecasted nature of the Fund's liabilities.
The Investment Policy must be submitted to the CAO, Ministry's Research and Corporate Services Division within 120 days of the signing of this MOU. Any updates must be submitted to the Ministry within 30 days of approval by the Agency.
At the Ministry's request or at least once every five fiscal years at the Agency's own initiative, and at the Parties' mutual expense, the Agency shall have a detailed review of the fitness of, without limitation, the Fund's investments and transactions conducted against its Investment Policy by an actuary on terms of reference that are acceptable to the Ministry. The Agency shall make a copy of the report available to the Ministry. In the event that a deficiency or risk is identified in the actuary's report, the Agency shall propose a remediation plan in accordance with the actuary's recommendations and shall implement that plan.

Investment policy components and considerations

The Agency is aware that the Ontario Financing Authority is available to it as a resource for investment advice. It shall, at a minimum, consider the following components as part of a prudent Investment Policy for the Fund:

1. Actuarial review/liability analysis

The review will be a comprehensive document that sets the economic assumptions and forms the basis of estimating the future cost of liabilities. The estimation would be based on future cash flow projections to determine variability of cash requirements. A sensitivity analysis to determine the main drivers/factors impacting the liability estimate. These two factors will determine the target rate of return required to meet future cash flow needs. The assumptions in the review should be reviewed periodically to ascertain if any adjustments to the Investment Policy are needed to maintain the viability of the Fund.

2. Investment & risk management philosophy

The Investment & Risk Management Philosophy will specify the diversification of assets across major asset classes (Fixed Income, Equity and Alternatives) consistent with legislation and include an Investment Management Structure (external versus internal management, active versus passive investing, number and style of the Manager). The philosophy will include a determination of risks (volatility, credit, liquidity and concentration) that will be used as monitoring tools.

3. Asset/liability study

The study will determine the asset allocation to achieve the stated target rate of return with consideration to risk and the level of contributions. Stress testing and scenarios analysis will determine variability of the funding status (Assets - Liabilities). Periodicity of the study depends on the nature of the liability and usually coincides with the actuarial review.

4. Statement of investment policies and procedures

This is the governing document that sets out the Fund return objective, Fund benchmark and risk tolerances (volatility, security, time horizon and liquidity) and includes

Fund governance structure setting the roles, responsibilities and duties of the Agency and the investment manager.

5. Performance measurement, monitoring and reporting

Monthly monitoring through performance measurement to determine if corrective action is required to meet desired the target rate of return.

Appendix 2: Public communications protocol

1. Purpose

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

The communications protocol applies to 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

“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.

3. The agency will comply with the TB/MBC Visual Identity Directive.

4. The ministry and the agency will appoint persons to serve as public communications “leads”.

The ministry lead is the Director of Communications or designate
The agency lead is the agency liaison.

5. 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 (i.e., 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 (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.

6. 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.

Appendix 3: Form of indemnity

To: Appointee of the Livestock Financial Protection Board

In consideration of your agreement to be appointed to act as a Member of the Livestock Financial Protection Board (LFPB), the undersigned, Her Majesty the King in right of Ontario as represented by the Minister of Agriculture, Food and Agribusiness (the "Province") hereby agrees, subject to the terms hereof, to indemnify and hold harmless you and your heirs and legal personal representatives against and from any and all losses, costs, damages, expenses and liabilities of whatsoever kind, including amounts paid to settle an action or to satisfy a judgement and including all legal fees and other expenses (a "Claim" or collectively, the "Claims") which you may sustain or incur or become subject to by reason of your being or having been a Member of the LFPB, but this indemnity does not apply with respect to Claims:

arising from any circumstances for which coverage is provided under an insurance policy or claims fund to the extent that you are indemnified or covered under such policy or fund;
arising out of circumstances in which you did not act in the performance or intended performance of your duties as a Member of the LFPB; or
brought about or contributed to by your dishonesty, negligence or wilful misconduct.

In order to be entitled to indemnification hereunder, you must comply with the following terms and conditions:

if you receive a notice of Claim or Claims, whether actual or threatened, you shall forthwith deliver to the Province (through the Director of Legal Services of the Ministry of Agriculture, Food and Agribusiness) a notice setting forth in reasonable detail all available particulars of the Claim;
upon the written request of the Province, you shall furnish to the Province copies of all documents and provide any other information relating to the Claim(s) that is in your possession or under your control;
you shall take all reasonable steps necessary, in a timely manner, to secure and preserve your rights in respect of the Claim(s) and, to the extent that you have a right to commence a proceeding against another person (whether for damages or indemnification or otherwise) in respect of a matter for which you claim indemnification from the Province hereunder, you shall assign that right to the Province and subrogate the Province to that right to the extent of the amounts paid by the Province or for which the Province is liable hereunder;
you shall not voluntarily assume any liability in respect of or settle or compromise a Claim or any proceeding relating thereto without obtaining the Province's prior written consent;
the Province shall have the right to participate in or assume control of the negotiation, settlement or defence of the Claim(s) and any proceedings relating thereto or appeal thereof but the Province may not settle any action commenced against you without your written consent;
if the Province elects to participate in or assume control of the negotiation, settlement or defence of the Claim(s) and any proceedings relating thereto or appeal thereof, you shall cooperate fully with the Province in connection with the same, and you shall agree to be represented by legal counsel chosen by the Province, unless, in the opinion of such legal counsel, there would arise a conflict of interest preventing such legal counsel from representing you, and, where it is such legal counsel's opinion that a conflict of interest prevents their representing you, you will be entitled, subject to the Province's prior written approval, to retain legal counsel of your choice (it being understood that the Province may withhold its approval in relation to any counsel proposed by you who does not agree to retainer terms, including fees, consistent with the policies of the Ministry of the Attorney General of Ontario), and the fees and expenses of your counsel incurred in your representation shall be costs to which this indemnity extends;
if the Province is not also a party to the Claim, you shall consent to any order or leave that may be required for the Crown to be added as a party or to be allowed to make representations on its own behalf without being a party;
the expenses incurred by you in investigating, defending or appealing any Claim(s) shall, at your request, be paid by the Province as may be appropriate to enable you to properly investigate, defend or appeal such Claims(s), with the understanding that if it is ultimately determined that you are not entitled to be indemnified hereunder, you shall immediately repay such amount(s) so paid, which shall become payable as a debt due to the Crown; and
you agree to pay to the Province all amounts you receive as a recovery or reimbursement of any Claim which has been previously indemnified by the Province hereunder.

In witness whereof, the undersigned has duly executed this indemnity this [XX] day of [Month], 20XX.

His Majesty the King in Right of Ontario,
as represented by the Minister of Agriculture, Food and Agribusiness

The Honourable Trevor Jones
June 2025

Signatures

I have read, understood and concur with this MOU dated June 24, 2025 and will abide by the requirements for this MOU and the AAD.

Original signed by:

Trevor Jones
Minister, Ministry of Agriculture, Food and Agribusiness
July 28, 2025

I have read, understood and concur with this MOU dated June 24, 2025 and will abide by the requirements for this MOU and the AAD.

Paul Sharpe
Agency chair
July 4, 2025

I acknowledge my role and the requirements as set out in this MOU and the AAD.

Original signed by:

John Kelly
Deputy Minister, Ministry of Agriculture, Food and Agribusiness
July 9, 2025

Updated: August 20, 2025

Published: April 12, 2023