Ontario Immigrant Investor Corporation (OIIC) Business Plan 2015 – 2018

Executive Summary

The Ontario Immigrant Investor Corporation (OIIC) business plan summarizes the 2016-17 fiscal year activities and results and outlines the fund’s main activities anticipated for 2017-20.

The OIIC was established in April 1999 to act as the Government of Ontario’s vehicle for receiving and investing Ontario’s share of immigrant investor funds, as required by the federal government under the federal Immigrant Investor Program (IIP).

Ontario has always taken a prudent approach to investing these funds given that the province is obligated to pay back the immigrant investors upon the maturity of their investment in five years. Following the termination of the IIP in 2014, the focus of the OIIC has shifted to managing existing investments and meeting repayment requirements.

In 2016-17, the OIIC continued to manage investments under the Statement of Investment Policies and Procedures (SIPP) to ensure compliance with the federal Immigration and Refugee Protection Act (IRPA). As of December 2016 the OIIC received approximately $4.6M as part of its provincial allocation and repaid approximately $160M to the immigrant investors for the 2016-17 fiscal year.

As of December 2016 there were approximately 18 outstanding cases remaining to be processed by Immigration, Refugees and Citizenship Canada (IRCC). If these applications are approved, Ontario’s share of the allocations from these 18 applications is approximately $3.2M (allocation to vary depending on approvals). If processed by end of 2016-17, repayment of this remaining allocation to the immigrant investors after five years will occur by March 2021-22. If the federal government indicates that the remaining IIP applications will not be processed by the end of 2016-17, Ontario will explore triggering a suspension under IRPA regulations; this would cease acceptance of future allocations and allow the OIIC to wind down in 2021-22 as anticipated.

Mandate

Pursuant to the Development Corporations Act, OIIC is mandated to act as the Government of Ontario’s vehicle for receiving and investing Ontario’s share of immigrant investor funds, as required by the federal government for all participating provinces and territories under the federal IIP. The OIIC’s principal responsibility is to receive and invest Ontario’s share of funds from immigrant investors and to pay back immigrant investors upon the maturity of their investment in five years.

The broad goal of the OIIC is to create or sustain employment in Ontario in order to foster the development of a strong and viable economy, consistent with the requirements of the regulations under IRPA.

Governance and Organizational Structure

The OIIC was incorporated as an operating agency of the Ontario government on April 30, 1999. On June 22, 1999, the Corporation was accepted by the federal government as an approved fund, as defined by IRPA, for the purpose of receiving and investing monies from the IIP. The OIIC governance and organizational structure is depicted in the chart below:

• Minister of Citizenship and Immigration (MCI)
  • OIIC Board of Directors (minimum 3)
    • President
      • General Manager
        • Accountant
        • Chief Financial Officer
        • Secretary

The Minister of Citizenship and Immigration (MCI) is responsible for providing overall government direction to the Corporation through the Chair of the Board of Directors, including:

• Approving the annual business plan, performance targets and budget;
• Receiving the annual report and audited financial statements; and,
• Recommending Board appointments.

Allocations

The 2014 federal budget announced the termination of the IIP with a commitment to process applications that were received prior to February 11, 2014. Ontario has continued to participate in the program during this wind down period and has received its share of the remaining funds. Fiscal year 2016-17 saw a decline in funds received from the federal government which was expected given the termination of the program. In 2016-17, IRCC processed a monthly average of one application which is a significant decrease as compared to previous years. The repayment of the allocations processed this fiscal to the immigrant investors is expected to occur by March 2021-22. Accordingly, the corporation will remain operational until then to meet its obligations under the IIP.

The table below provides a summary based on the information provided by IRCC of the annual number of immigrant investors for all participating provinces since the implementation of the IIP, by calendar year.

For the 2016 calendar year, Ontario received the largest amount of the provincial allocations from IRCC totalling approx. 37.6% ($4.6M) of total federal allocations as shown in the chart below:

IRCC Allocations to Provinces/Territories as of December, 2016^{footnote 1[1]}

Strategies and Activities

The goal of the OIIC is to create or continue employment in Ontario in order to foster the development of a strong and viable economy, as mandated by the regulations under IRPA.

Ontario has been strategic in its approach to investing the funds by utilizing primarily the interest accrued on the capital to invest in economic development and job creation. The OIIC has received approximately $1.97B in allocations since April 1999; as of March 2016, Ontario’s remaining repayment amount is approximately $719M. The OIIC has almost $775M under its management; approximately 69% has been loaned to Infrastructure Ontario (IO), 17% is in zero-coupon bonds and 14% is in 90-day treasury bills (T-bills).

To ensure IO utilized the loaned funds for infrastructure projects and job creation, the OIIC and Ontario Infrastructure and Lands Corporation (OILC), now IO, signed a Credit Facility/ Loan Agreement outlining the expectations. Once the agreement with Infrastructure Ontario (IO) expired in December 2015, OIIC began investing in zero-coupon bonds. The OIIC’s Accountant has confirmed that as of February 2016, IO has started repaying loans in accordance with the repayment obligations as issued within the promissory notes.

OIIC performance measures:

1. To ensure that funds are secure and earn a positive return on investments.
2. To stimulate economic development and job creation through public infra-structure investments.

Under the investment strategy, a significant portion of the IIP principal is directed to infrastructure investments under Infrastructure Ontario’s Loan Program to support economic development and job creation. As of March 2016, there have been approximately 106 IO projects funded by this loan program and approximately 18,000 jobs created.

Performance Measures and Targets

On February 18, 2015 the OIIC was officially transferred to MCI (formerly MCI) from the Ministry of Economic Development and Growth (formerly Ministry of Economic Development, Employment and Infrastructure).

Under the transfer to MCI, Business Immigration and Selection Branch staff continues to provide program and secretariat support to the Corporation, ensuring the Agency continues to meet Agency and Appointments Directive (AAD) requirements. MEDG’s Corporate Services Division continues to provide financial tracking and reporting support to the Agency.

Financial Projections

Financial projections for the OIIC assume that the federal IIP will continue to wind down, and as a result investor intake figures and monthly allocation amounts may be completed by March 2017. If the federal government indicates that the remaining IIP applications are not projected to be processed by the end of 2016-17, Ontario will explore triggering a suspension under IRPA regulations which would cease future allocations and allow OIIC to wind down in 2021-22 as anticipated

Participating Provinces/Territories:

The current federal Immigrant Investor Program (IIP) came into effect on April 1, 1999. By virtue of the Canada-Quebec Accord, Quebec has its own separate program.

Ontario, Prince Edward Island, British Columbia, Manitoba, Newfoundland and Labrador, Nova Scotia and Saskatchewan are currently participating provinces in the IIP. If all the provinces and territories outside of Quebec choose to participate in the IIP, Ontario’s share would be reduced to 27.9%.

Investment Policy:

Funds will continue to be managed by the Ontario Financing Authority (OFA) to ensure that the outstanding obligations to immigrant investors can be met in their entirety and that OIIC funds accumulate interest in order to be able to meet the repayment schedule to IRCC.

Following the termination of the IIP, the focus of the Corporation shifted to managing existing investments and meeting repayment requirements.

OFA will manage funds to ensure that all repayment obligations can be met and will monitor the repayment process in conjunction with OIIC’s Accountant.

Forecasted Statement of Operations ^{footnote 2[2]} – March 31 ($M)

Risk Analysis

The following risk has been identified:

1. Withdrawal of participating provinces/territories prior to all monies being allocated.
   • Funds are allocated based on the respective GDP’s of participating provinces and territories. Should any jurisdiction withdraw from the program before it is finalized, Ontario would receive a larger portion of the funds, which would alter financial projections.

Communications Plan

No public communication is anticipated given the wind down of the federal IIP and subsequently the OIIC

Memorandum of Understanding between The MCI and The OIIC

1.0 Definitions

In this document,

• Approved Fund” means an Approved fund as defined in the Immigration Regulations;
• Assistant Deputy Minister” means an Assistant Deputy Minister of the Ministry of Citizenship and Immigration, or an Assistant Deputy Minister of the Ministry responsible for the Corporation;
• Board” means the board of directors of the Corporation:
• Chair” means the Chair of the Board;
• Corporation” means the Ontario Immigrant Investor Corporation established by Ontario Regulation 279/99 made under the Development Corporations Act;
• Deputy Minister” means the Deputy Minister of the Ministry of Citizenship and Immigration, or the Deputy Minister of the Ministry responsible for the Corporation;
• Immigration and Refugee Protection Act” means the Immigration and Refugee Protection Act (Canada) S.C. 2001, c27;
• Immigration Regulations” means regulations made under the Immigration and Refugee Protection Act;
• Minister” means the Minister of Citizenship, Immigration and International Trade or the member of the Executive Council designated by the Lieutenant Governor in Council as being responsible for the Corporation;
• Ministry” means Ministry of Citizenship and Immigration, or the ministry responsible for the Corporation;
• MOU” means this Memorandum of Understanding and the following Appendices attached to this document:
  • Appendix “A” - Ontario Regulation 279/99 made under the Development Corporations Act
  • Appendix B” - Applicable Government Directives
  • Appendix C” - Statutes of Particular Application
• President” means the President of the Corporation: and
• Regulation” means Ontario Regulation 279/99 made under the Development Corporations Act, as amended.

Purpose

The purpose of this MOU is to:

• Set out the accountability relationships between the Minister and the Chair on behalf of the Corporation.
• Clarify the roles and responsibilities of the Minister, the Chair, the Deputy Minister, the President, and the Board.
• Set out the expectations for the operational, administrative, financial, staffing, auditing and reporting relationships between the Corporation and the Ministry.

This MOU should be read together with the Regulation. This MOU will not affect, modify, limit or interfere with the responsibilities of either party under applicable law. If there is any conflict between the provisions of this document and any law, the applicable law will prevail.

This MOU does not set out all applicable laws, regulations, policies, directives, etc, that the Corporation may be subject to, nor all obligations under agreements that the Corporation may be party to.

The Ontario Immigrant Investor Corporation

The Ontario Immigrant Investor Corporation was established by the Regulation and is an Approved Fund for the purposes of the federal Immigrant Investor Program. The Corporation is required as a condition of Ontario’s participation in that Program.

Objects of the Corporation

Under the Regulation, the objects of the Corporation are to:

• Create or continue employment in Ontario in order to foster development of a strong and viable economy;
• Do all things necessary or desirable to become and conduct itself as an Approved Fund;
• Assist in the development of the Ontario economy in accordance with the policies of the Province of Ontario; and
• Manage the monies borrowed from investors in order to satisfy its obligations to them.

Authority of the Corporation

Under the Regulation, the Corporation has the authority to:

• Enter into agreements with an agent as defined in the Immigration Regulation, 1978 (Canada)
• Borrow money from investors and issuing debt obligations to them;
• Enter into agreements or arrangements for the management of the money received from investors; and
• Make and manage investments in accordance with the Corporation’s investment policy.

Powers of the Corporation

Under the Regulation, the Corporation has been given the following powers in order to carry out its objects and effect the orderly transaction of business:

• Appoint officers and assign duties to them as appropriate;
• Make banking arrangements;
• Establish committees of the Board; and
• With the approval of the Lieutenant Governor in Council, establish job classification, personnel classifications, salaries, benefits and other remuneration for such persons as the Board considers necessary to employ for the proper conduct of the affairs of the Corporation.

Status and Classification of the Corporation

The Corporation is classified under the Agencies & Appointments Directive as a board governed agency of the Ministry of Citizenship, Immigration, and International Trade. In accordance with the Agencies & Appointments Directive, the Corporation is subject to the government directives and the Ministry of Finance policies that are applicable to agencies of this classification, and will be subject to any other financial or administrative requirements imposed by future applicable government directives. For greater clarity, the Corporation is subject to the government directives listed in Appendix “B” to this MOU. The Corporation is also subject to various Statutes of Particular Application listed in Appendix “C” to this MOU.

The Corporation is an agent of the Crown within the meaning of the Crown Agency Act.

Guiding Principles for the Corporation’s Relationship with the Ministry

The Corporation:

• Acknowledges that it is accountable to the government in exercising its mandate;
• Recognizes its accountability for providing timely and correct information to the Ministry;
• Will comply with all applicable laws, regulations, directives, and policies;
• Will manage its resources wisely and prudently to achieve its mandate;
• Will provide a high standard of service in carrying out its mandate; and
• Will conduct itself according to the management principles of the Government of Ontario. These principles include ethical behaviour; prudent; efficient, and lawful use of public resources; fairness; high quality service to the public; and openness and transparency to the extent allowed under law.

The Minister:

• Acknowledges that the agency exercises powers and performs duties in accordance with its mandate;
• Acknowledges that the agency plays a meaningful role in the development of the policies and programs of the government, as well as in the implementation of those policies and delivery of programs

The Chair acknowledges that accountability is a fundamental principle to be observed in the management, administration and operations of the agency.

The Board acknowledges that they are accountable to the government through the Minister. The Board acknowledges that accountability to the government means accountability to the Minister through the Chair.

The Accountability Relationship

The accountability of the parties is as follows:

• The Minister is accountable to the Legislature for the results achieved by the Corporation, the Corporation’s compliance with applicable government policies and directives and for reporting to the Legislature on the Corporation’s affairs.
• The Minister is accountable for attesting, reporting and responding to Management Board of Cabinet/Treasury Board on the Corporation’s performance and compliance with applicable directives and operational policies.
• The Minister is accountable to the Cabinet for the performance of the agency and its compliance with the government’s operational policies and broad policy directions.
• The Chair is accountable to the Minister for the performance of the Corporation, and for carrying out the roles and responsibilities assigned to him or her by law through applicable government policies and directives, and this MOU and for reporting to the Minister on the affairs of the Corporation.
• The Deputy Minister is accountable to the Minister and the Secretary of Cabinet for the performance of the Ministry in providing support to the Corporation as may be required and for carrying out the roles and responsibilities assigned to him or her by the Minister, by law or through applicable government policies and directives and by this MOU.
• The President is also accountable to the Board, through the Chair, for the day-to-day management of the Corporation and the supervision of the Corporation’s staff and for carrying out the roles and responsibilities assigned by the Board, by law, through applicable government policies and directives and by this MOU. The President is also responsible for implementing operational decisions and for reporting the Corporation’s performance results to the Board, through the Chair.
• The Board is accountable to the Minister, through the Chair, for the oversight and governance of the Corporation, setting goals, objectives and strategic direction for the Corporation within its mandate, and for carrying out the roles and responsibilities assigned to it by the Regulation, applicable government policies and directives, and this MOU.

Minister’s Responsibilities

The Minister is responsible to Cabinet and to the Legislative Assembly for:

• Reviewing and approving the Corporation’s annual business plan before it is adopted by the Board;
• Monitoring the activities of the Corporation to ensure that the Corporation is fulfilling its mandate;
• Informing the Chair of the government’s priorities and providing policy direction for the Corporation;
• Undertaking periodic assessments of the Corporation’s performance;
• Evaluating the performance of the Chair on at least an annual basis;
• Where circumstances warrant, making recommendations or directing that the Corporation take corrective action in respect of its affairs;
• Where appropriate, facilitating the Corporation’s requests to the Lieutenant Governor in Council for approvals required under the Regulation;
• Receiving and tabling the Corporation’s annual report in the Legislature, ensuring that the annual report is made available to the public after tabling it in the Legislature, and reporting or accounting to the Legislature and to Cabinet on the affairs of the Corporation and its performance in delivering on its mandate;
• Answering for the Corporation at the Legislative Assembly, Cabinet or any of its committees, as required;
• Recommending the Corporation’s MOU to MBC/TB for approval;
• Recommending to the Lieutenant Governor in Council appointments and re-appointments of members to the Corporation, after consultation with the Chair, where appropriate;
• Reviewing and recommending to the Lieutenant Governor in Council, job categories, salary ranges, and conditions of employment for Corporation employees;
• Reviewing and recommending to Cabinet, the investment policy for the Corporation;
• Attesting, reporting and responding to Management Board of Cabinet/Treasury Board on the Corporation’s performance, compliance with applicable government directives, the government’s operational policies and policy directions;
• Determining the need for a review of the Corporation’s mandate and structure including the need for its continuation; and
• Reviewing proposals to change policies affecting the Corporation’s operations and recommending changes to the Regulation or significant policy changes to Cabinet.

Deputy Minister’s Responsibilities

The Deputy Minister is responsible for:

• Ensuring that the Minister, the Chair and the President is advised of government policies and directives that are applicable to the Corporation;
• Ensuring that Ministry operating policies and procedures are established to support the objectives of the Corporation;
• Providing the Minister with advice and assistance in meeting the Minister’s responsibilities with respect to the Corporation;
• Reviewing and assessing the Corporation’s annual business plan and other submissions requiring approval, and advising the Minister on matters requiring his or her review or approval;
• Recommending to the Minister, as may be necessary, the evaluation or review, including a risk-based review, of the Corporation or any of its programs, or changes to the management framework or operations of the Corporation.
• Maintaining open lines of communication with the Chair and the President to discuss matters relating to the Corporation;
• Advising the Chair and the President of deadline dates and reporting requirements for the government’s business planning process;
• Signing and submitting an annual attestation indicating that the Corporation is in compliance with the mandatory requirements of the Agencies & Appointments Directive, and other directives including documentation demonstrating compliance with the Agencies & Appointments Directive by indicating the Corporation’s compliance with each mandatory requirement (MOU, annual report, business plan, and risk assessment evaluation) in a report to Treasury Board Secretariat.
• Ensuring that the Ministry and the Corporation have the capacity and systems in place for on-going risk-based management, including appropriate oversight of the Corporation;
• Ensuring that the Corporation 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 Corporation, its management or operations, as may be directed by the Minister or Management Board of Cabinet/Treasury Board.
• Ensuring that regular monitoring of the Corporation’s finances takes place and specifying reporting requirements necessary to fulfill that function;
• Undertaking on behalf of the Minister assessments of the Corporation and, where appropriate, advising the Minister of the results and recommendations; and
• Informing the Chair, in writing, of new government directives and any exceptions to or exemptions in whole or in part from government directives or Ministry administrative policies.

Chair’s Responsibilities

The Chair is responsible for:

• Chairing the Board and ensuring that the Board meets its responsibilities;
• Directing the affairs of the Board with honesty and integrity;
• Ensuring the implementation of actions that support the goals, objectives, and strategic direction of the Corporation;
• Providing leadership and direction to the Board and the President;
• Directing the preparation of the Corporation’s annual business plan, annual report and other reports in keeping with current government requirements;
• Sending a letter to the responsible minister annually, as required by the Agencies & Appointments Directive, confirming the Corporation’s compliance with legislation, directives, and accounting and financial policies.
• Apprising the members of the Board about the government’s current policy direction which may have a bearing on the Corporation;
• Directing the establishment of appropriate systems and controls for the Corporation, including the establishment of effective audit and governance committees of the Board;
• Monitoring the performance of the Corporation:
• Maintaining open lines of communication with the Minister, the Deputy Minister and the President to discuss matters in relation to the Corporation, including:
  • Informing the Minister and the Deputy Minister promptly of significant or sensitive matters that are likely to require the immediate attention of the Board or the Minister, and
  • Providing advice to the Minister and Deputy Minister on the affairs of the Corporation;
• Training, orienting and evaluating members of the Board;
• Keeping the Minister informed of upcoming appointment vacancies and providing advice to the Minister on potential candidates for appointment and reappointment to the Board;
• Ensuring that the Board is aware of their responsibilities under the Public Service of Ontario Act, 2006 in relation to ethical conduct and political activity;
• Evaluating the performance of the President in consultation with the Board and pursuant to performance criteria established by the Board and the Chair;
• At the request of the Minister, attending at Cabinet, the Legislature, or committees of either, on matters affecting the operation of the Corporation;
• Carrying out effective public communications and relations for the Corporation as its chief spokesperson;
• Reporting to the Minister as requested on the Corporation’s activities within agreed upon timelines;
• Advising the Minister annually on any outstanding audit recommendations
• Signing the Corporation’s MOU on behalf of the Corporation as authorized by the Board;
• Co-operating with any review of the Board; and
• Forwarding the minutes of Board meetings and changes to the By-laws of the Corporation to the Minister and to the Deputy Minister promptly upon ratification by the Board.

Board’s Responsibilities

The Board is responsible for:

• Setting the goals, objectives, and strategic directions for the Corporation within its mandate as provided for in the Regulation, government policies, as appropriate, and this MOU;
• Directing the affairs of the Corporation and setting overall priorities so as to enable it to fulfill its mandate;
• Carrying out its decision-making responsibilities responsibly and fairly, consistent with the Corporation’s annual business plan, in accordance with relevant law and in the public interest;
• Setting policies to ensure that the Corporation carries out its mandate with integrity, honesty and in accordance with the government’s quality service standards;
• Approving the MOU for the Corporation in a timely manner and authorizing the Chair to sign it on behalf of the Corporation;
• Ensuring that the Corporation uses public funds prudently and only for the business of the Corporation based on the principle of value for money, and in compliance with applicable laws and government directives;
• Directing the preparation of the Corporation’s annual business plan and annual report in a timely manner;
• Directing corrective action on the functioning or operations of the Corporation, if needed;
• Ensuring that the President has a framework in place for measuring the Corporation’s performance;
• Directing the development of an appropriate risk management framework, a risk management plan, and arranging for risk-based reviews
• Arranging for audits of the Corporation;
• Informing and advising the Minister, through the Chair, of significant or sensitive matters that are likely to require action by the Board or the Minister; and
• Cooperating with any review of the Corporation carried out by the Ministry or by a central agency.

President’s Responsibilities

The President is responsible for:

• Managing the day-to-day operations and the financial affairs of the Corporation with honesty and integrity and in accordance with the Corporation’s mandate and applicable government policies;
• Translating the goals, objectives, and strategic directions of the Board into operational plans and activities in accordance with the Corporation’s annual business plan;
• Keeping the Board, through the Chair informed about operational matters;
• Ensuring that the Corporation carries out its mandate in accordance with the law, and in the public interest;
• Ensuring that the Corporation operates within the budget set out in its approved business plan;
• Ensuring that the Corporation provides high quality service to the public and establishes a formal process for responding to public complaints that is consistent with the government’s service quality initiative;
• Maintaining systems so that the Corporation operates within its approved business plan;
• Maintaining a financial management framework to support decision-making in accordance with applicable Ministry of Finance controllership directives, policies and guidelines;
• Ensuring that policies and procedures are in place so that public funds are used with honesty and integrity;
• Ensuring that the Corporation has an appropriate risk management framework and risk management plan in place as directed by the Board;
• Complying with applicable government policies and directives;
• Advising the Chair on the requirements of and compliance with the Agencies & Appointments Directive as well as other government directives and policies.
• Annually attesting to the Chair on the Corporation’s compliance with mandatory requirements as required by the Agencies & Appointments Directive, in support of the Chair’s requirement to provide a letter to the responsible minister in that regard;
• Providing leadership and management to the Corporation’s staff, including financial resources management;
• Establishing a system for the retention of documents;
• Preparing annual business plans and presenting them to the Board, the Deputy Minister and the Minister and directing the implementation of approved business plans;
• Preparing financial and annual reports for submission to the Board, and to the Ministry;
• Where the Ministry does not supply the services to the Corporation, establishing appropriate systems for the administration of the Corporation, including purchasing and supply information technology and other appropriate internal administrative procedures;
• Ensuring that the Corporation has the oversight capacity and an effective oversight framework in place for monitoring its management and operations;
• Supporting the Chair and the Board in meeting their responsibilities;
• Monitoring of the Corporation’s performance and reporting on it to the Chair and the Board;
• Undertaking timely risk-based reviews of the Corporation’s management and operations;
• Seeking support and advice from the Ministry, as appropriate, on management issues involving the Corporation;
• Consulting with the Deputy Minister as needed, on matters of mutual importance, including services provided by the Ministry, and on government directives and Ministry policies;
• Keeping the Chair and the Board advised of issues or events that concern or can reasonably be expected to concern them in the exercise of their respective responsibilities; and
• Co-operating with any review of the Corporation that is carried out by the Ministry.

Administrative Arrangements

The Chair is responsible for ensuring that the Corporation operates in accordance with all applicable government directives, as well as applicable Ministry financial and administrative policies and procedures. For greater clarity, the Corporation is subject to the government directives listed in Appendix “B” to this MOU.

The Chair is responsible for ensuring that the legal, financial and other interests of the government in intellectual property are protected in any contract that the Corporation may enter into with a third party that involves the creation of intellectual property.

The Deputy Minister is responsible for providing the Corporation with administrative and organizational support services. 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.

The Chair will ensure that the Corporation delivers its services in accordance with the principles and mandatory requirements, as appropriate, of the OPS Service Directive.

The Corporation will receive legal services from the Ministry in accordance with the 2007 Framework Service Level Agreement entered into by the Democratic Renewal Secretariat, the Ministry of Economic Development and Trade, the Ministry of Intergovernmental Affairs, the Ministry of Research and Innovation and the Ministry of Small Business and Entrepreneurship and the Ministry of the Attorney General (as amended) concerning the provision of legal services to the Ministry.

Financial Arrangements

The operating costs of the Corporation shall be paid out of its revenues, in accordance with the Regulation.

The Corporation may maintain its own bank accounts in accordance with the Ontario Financing Authority banking policy and may deposit any revenue or other funds received into its accounts and pay any expenditure from these accounts in accordance with the Investment Management Agreement entered into between the Corporation and the Ontario Financing Authority dated December 31, 1999, as may be amended by the Corporation and the Ontario Financing Authority from time to time, as well as the Corporation’s approved investment policy.

Pursuant to section 28 of the Financial Administration Act, the Corporation 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 obtaining the prior written approval of the Minister and the Minister of Finance.

The Corporation must seek the prior written approval of the Minister to enter into an accommodation agreement or relocate its offices.

The Chair will provide to the Minister annual financial statements, and will include them as part of the Corporation’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.

The Corporation will submit to the Ministry of Finance its salary information as required in accordance with the Public Sector Salary Disclosure Act.

It is recognized that, at the date of signing of this MOU, the Corporation is not currently eligible to receive a rebate of the CVAT in accordance with the Comprehensive Integrated Tax Coordination Agreement.

Financial Controls and Systems

The President shall ensure that:

• Information, management and financial procedures and control systems are established and maintained to ensure the efficient management and financial integrity of the Corporation;
• All budgets and financial information for the Corporation shall be prepared in accordance with generally accepted accounting principles and the information, management and financial systems mentioned in this section;
• The operating expenses of the Corporation are incurred only to the extent that those expenses have been approved in accordance with the Corporation’s annual business plan; and
• Financial information and reporting is carried out in accordance with current government practices.

Audit of the Corporation’s Account

The accounts and financial transactions of the Corporation shall be audited annually by the Auditor General, pursuant to the Auditor General Act and may be audited periodically by the Auditor General, the Ontario Internal Audit Division and by any other auditor appointed on at the request of the Minister or the Deputy Minister.

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

The Corporation will promptly provide a copy of every report from an audit to the Minister and the Minister of Finance.

Staffing and Appointments

The Board may, with the approval of the Lieutenant Governor in Council, establish job classification, personnel classifications, salaries, benefits and other remuneration for such persons as the Board considers necessary to employ for the proper conduct of the affairs of the Corporation.

It is recognized that, at the date of signing of this MOU, the Corporation has no employees and relies entirely on the Ministry to support the business of the Corporation.

The members of the Corporation are appointed by the Lieutenant-Governor in Council in accordance with the Regulation.

The Chair is designated from amongst the members by the Lieutenant-Governor-in- Council pursuant to the Regulation.

It is recognized that, at the date of signing of this MOU, the members of the Board are senior public servants serving on the Board as a part of their assigned duties and that an Assistant Deputy Minister serves as Chair.

It is further recognized that, at the date of signing of this MOU, the officers of the Corporation are public servants appointed under the Public Service of Ontario Act, 2006, and are accountable to the Deputy Minister.

Conflict of Interest

The Chair is responsible for ensuring that appointed members and staff of the Corporation are informed of the conflict of interest rules to which they are subject, including the rules on political activity and protected disclosure of wrongdoing that apply to the Corporation.

It is recognized that, at the date of signing of this MOU, all directors and all officers of the Corporation are bound by the conflict of interest provisions set out under the Public Service of Ontario Act, 2006.

Liability Protection

No director, officer or employee of the Corporation, or other person acting on its behalf, is personally liable for anything done or omitted in good faith in the exercise or purported exercise of the powers conferred or duties imposed by the Regulation.

Subsection 134(1) and 136 of the Business Corporations Act apply to the Corporation with necessary modifications.

Reporting Requirements

The Chair will undertake to submit the Corporation’s annual report to the Minister for approval within 120 days of its fiscal year end.

The Corporation’s annual report will contain all items required by applicable government directives and such other information as the Minister or the Minister of Finance may specify.

The Minister shall seek the approval of the Lieutenant Governor in Council to table the Corporation’s annual report in the Legislative Assembly.

The Chair will ensure that the Corporation submits a draft copy of the Corporation’s annual report to the Deputy Minister for review and comment prior to the annual report being submitted to the Minister.

The Corporation shall produce an annual business plan in accordance with government directives. The annual business plan will include an annual budget plan covering a minimum of three years from the current fiscal year and a risk management plan. The annual business plan is to be submitted to the Ministry’s Chief Administrative Officer or designated equivalent three months prior to the Corporation’s fiscal year end. The annual business plan requires the approval of the Board and the Minister.

The Chair will ensure that the annual 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 requirement of the Agencies & Appointments Directive, to assess risks, develop and maintain necessary records and report to MBC/TB.

The Chair will ensure that the annual 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 target results and time frames.

The Minister will review the Corporation’s annual business plan and advise the Corporation in a timely fashion whether or not he/she concurs with the directions proposed by the Corporation. The Minister will advise the Corporation where and in what manner the Corporation’s plans are at variance with government or ministry policy or priorities, and the Corporation will revise its plans accordingly.

The Chair will promptly provide any other information or reports about the affairs of the Corporation to the Minister or to the Minister of Finance that the Minister of the Minister of Finance may at any time request.

Communications

The parties to this MOU recognize that the timely exchange of information on the operations and administration of the Corporation is essential for the Minister to meet his or her responsibilities for reporting and responding to the Legislative Assembly on the Corporation’s affairs.

The Chair will keep the Minister advised, in a timely manner, of all planned events and issues that concern or can be reasonably expected to concern the Minister in the exercise of his or her responsibilities.

The Minister will consult with the Chair, as appropriate, on broad government policy initiatives or legislation being considered by the government that may impact on the Corporation’s mandate or functions.

The Minister and the Chair will consult with each other on public communications strategies and publications. The Chair and the Minister will keep each other informed of the results of stakeholder and other public consultations and discussions.

The Deputy Minister and the Chair will meet at least annually to discuss issues relating to the efficient operation of the Corporation.

The Corporation, through the Chair, will ensure that the following approved governance documents are posted in an accessible format, in both official languages, on the Ministry website within the specified timelines:

• Memorandum of Understanding – 30 days of signing by both parties
• Annual Business Plan – 30 days of Minister’s approval
• Annual Business Plan – 30 days of Minister’s approval

Posted governance documents should 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

The Corporation, through the Chair, will ensure that the expense information for appointees and senior management staff are posted on the agency or ministry website, in accordance with the requirements of the Travel, Meal and Hospitality Expenses Directive.

The Corporation, through the Chair, will ensure that any other applicable public posting requirements are met.

Legal

The Chair, the Board, and the President will ensure that the Board’s practices and operations comply with the laws of Ontario and Canada.

The Chair will promptly inform the Minister and the Deputy Minister of any significant potential legal exposure or liability for the Corporation, the government or the Minister that is within the knowledge of the Chair, the President or the Corporation’s legal advisors.

The Chair shall consult with the Deputy Minister before preparing a legal response where the liability of the government or the Minister may be an issue.

Term

This MOU comes into effect on the date it is signed by the parties.

This MOU will be reviewed every five years to ensure it is current and consistent with government expectations.

Procedure for Review and Amendment

The Minister may, in consultation with the Board, or at the request of the Board, initiate a process to amend this MOU at any time.

The Corporation may be subject to a review at the discretion and direction of MBC/TB or the Minister. The review may cover such matters relating to the Corporation that are determined by MBC/TB or the Minister, and may include the mandate, powers, governance structure and/or operations of the Corporation.

The Minister will consult with the Chair as appropriate during any such review. The Chair, the President and the Board will co-operate with any such review.

Not later than six months prior to the end of the term of this MOU the Ministry shall, in consultation with the Board, initiate a process to review this MOU and prepare a revised MOU containing recommended changes for approval.

Signature

Singned by

Chair of the Board of Directors Ontario Immigrant Investor Corporation

and

Minister of Citizenship, Immigration and International Trade

Appendix “A” - Ontario Regulation 279/99 made under the Development Corporations Act

The board of directors may pass by-laws and resolutions regulating its proceedings and generally for the conduct and management of the affairs of the Ontario Immigrant Investor Corporation. O. Reg. 279/99, s. 6 (2).

Without limiting the generality of subsection (2), the board of directors of the Ontario Immigrant Investor Corporation may pass by-laws or resolutions to:

“revenue” includes all money or money’s worth received by the Ontario Immigrant Investor Corporation, whether by grant, gift, contribution, return on investments made by it, borrowing pursuant to clause 8 (2) (b), profit or otherwise. O. Reg. 279/99, s. 7 (1).

The revenues of the Ontario Immigrant Investor Corporation shall be used only to further its objects. O. Reg. 279/99, s. 7 (2).

The cost of operations of the Ontario Immigrant Investor Corporation shall be paid out of its revenues. O. Reg. 279/99, s. 7 (3).

The Ontario Immigrant Investor Corporation shall not, except with the approval of the Lieutenant Governor in Council,

1. Minister of Citizenship, Immigration and International Trade

   Minister of Citizenship, Immigration and International Trade

   investor means an investor, as defined in the Immigration Regulations, 1978 (Canada). O. Reg. 279/99, s. 1.

2. The Ontario Immigrant Investor Corporation is established under section 5 of the Act as a corporation without share capital. O. Reg. 279/99, s. 2.
3. The Ontario Immigrant Investor Corporation is for all its purposes an agent of Her Majesty within the meaning of the Crown Agency Act and its powers may be exercised only as an agent of Her Majesty. O. Reg. 279/99, s. 3.
4. The objects of the Ontario Immigrant Investor Corporation are:
   • to create or continue employment in Ontario in order to foster development of a strong and viable economy;
   • to do all things necessary or desirable to become and conduct itself as an approved fund;
   • to assist in the development of the Ontario economy in accordance with the policies of the Province of Ontario; and
   • to manage the monies borrowed from investors in order to satisfy its obligations to them. O. Reg. 279/99, s. 4.
5. The Ontario Immigrant Investor Corporation shall consist of as many members, not fewer than three, as the Lieutenant Governor in Council may appoint. O. Reg. 279/99, s. 5 (1).

   The members shall be appointed for such term, not exceeding three years, as the Lieutenant Governor in Council may determine. O. Reg. 279/99, s. 5 (2).

   The members of the Ontario Immigrant Investor Corporation form and are its board of directors. O. Reg. 279/99, s. 5 (3).

   The Ontario Immigrant Investor Corporation shall pay its members who are not public servants within the meaning of the Public Service Act the remuneration and expenses that the Lieutenant Governor in Council determines. O. Reg. 279/99, s. 5 (4).

   The Lieutenant Governor in Council shall designate one of the members to be chair of the board of directors and one of the members to be vice-chair of the board of directors. O. Reg. 279/99, s. 5 (5).

   The chair shall preside at the meetings of the board of directors. O. Reg. 279/99, s. 5 (6).

   In the case of the absence or illness of the chair or there being a vacancy in the office of chair, the vice-chair or, if there is no vice-chair available, the director designated by the board of directors for the purpose, shall act as and have all the powers of the chair. O. Reg. 279/99, s. 5 (7).

   A majority of the directors constitutes a quorum of the board of directors. O. Reg. 279/99, s. 5 (8).

6. The affairs of the Ontario Immigrant Investor Corporation are under the management and control of its board of directors. O. Reg. 279/99, s. 6 (1).
   • appoint officers and assign to them such powers and duties as the board of directors determines to be appropriate;
   • make banking arrangements;
   • establish committees of the board of directors;
   • establish, with the approval of the Lieutenant Governor in Council, job classifications, personnel classifications, salaries, benefits and other remuneration for such persons as the board of directors considers necessary to employ for the proper conduct of the affairs of the Ontario Immigrant Investor Corporation; and
   • effect the orderly transaction of the business of the Ontario Immigrant Investor Corporation. O. Reg. 279/99, s. 6 (3).
7. In this section:
8. Except as limited by this Regulation, the Ontario Immigrant Investor Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects. O. Reg. 279/99, s. 8 (1).

   Without limiting the generality of subsection (1), the Ontario Immigrant Investor Corporation has the power to do anything that is necessary or desirable in order to become and carry out the duties and obligations of an approved fund, including, without limiting the generality of the foregoing,

   • entering into agreements with an agent, as defined in the Immigration Regulations, 1978 (Canada);
   • borrowing money from investors and issuing debt obligations to them;
   • entering into agreements or other arrangements for the management of monies; and
   • making and managing investments in accordance with the Ontario Immigrant Investor Corporation’s investment policy. O. Reg. 279/99, s. 8 (2).
   • borrow money, except pursuant to clause (2) (b); or
   • pledge or in any other way provide security over the assets of the Ontario Immigrant Investor Corporation. O. Reg. 279/99, s. 8 (3).1
9. No director, officer or employee of the Ontario Immigrant Investor Corporation, or other person acting on its behalf, is personally liable for anything done or omitted in good faith in the exercise or purported exercise of the powers conferred or duties imposed by this Regulation. O. Reg. 279/99, s. 9.
10. The Corporations Act and Corporations Information Act do not apply to the Ontario Immigrant Investor Corporation. O. Reg. 279/99, s. 10.
11. Sections 19 and 132, subsection 134 (1) and section 136 of the Business Corporations Act apply to the Ontario Immigrant Investor Corporation with necessary modifications. O. Reg. 279/99, s. 11.
12. The Minister may issue directions to the board of directors and, if the Minister issues a direction to the board of directors, the board of directors shall carry it out. O. Reg. 279/99, s. 12.
13. The accounts and financial transactions of the Ontario Immigrant Investor Corporation shall be audited annually and the audit is subject to the review of the Provincial Auditor. O. Reg. 279/99, s. 13.
14. Annually, the Ontario Immigrant Investor Corporation shall deliver to the Minister an annual report on its affairs, including the audited financial statements signed by the chair of the board of directors and one other director and such other materials as the Minister directs, and the Minister shall submit the report to the Lieutenant Governor in Council and shall then lay the report before the Assembly if it is in session or, if not, at its next session. O. Reg. 279/99, s. 14 (1).

    The Ontario Immigrant Investor Corporation shall also make such other reports on its affairs to the Minister or the Minister of Finance as he or she may from time to time request. O. Reg. 279/99, s. 14 (2).

15. Every five years, beginning on the fifth anniversary of the day this Regulation comes into force, the Minister shall conduct a review of the affairs of the Ontario Immigrant Investor Corporation and shall submit a report on the affairs of the Ontario Immigrant Investor Corporation to the Executive Council. O. Reg. 279/99, s. 15.

Appendix “B” - Applicable Government Directives

The Government Directives that are applicable to the Corporation at the time that this MOU comes into effect include:

Accountability and Governance:

• Accountability Directive
• Accountability Directive
• Agencies & Appointments Directive
• Government Appointees Directive
• Internal Audit Directive
• Transfer Payment Accountability Directive

Business Planning and Financial Management:

• Business Planning and Allocation Directive
• Cash Management Directive
• Expenditure Management Directive
• Indemnification Directive
• Internal Controls Management Directive
• Internal Controls Management Directive

Human Resources Management:

• Classification and Position Administration Directive
• Compensation Directive
• Continuation of Existing Classes and Salaries Directive
• Disclosure of Wrongdoing Directive
• Terminology Directive

Information and IT Management:

• Information and Information Technology Directive
• Information and Information Technology Security Directive

Procurement:

• Procurement Directive (as an Other Included Entity)
• Procurement Directive on Advertising, Public and Media Relations, and Creative Communications Services

General:

• Visual Identity Directive

Appendix “C” - Statutes of Particular Application

The Statutes of Particular Application that are applicable to the Corporation at the time that this MOU comes into effect include:

• Financial Administration Act;
• French Language Services Act;
• Pay Equity Act;
• Accessibility for Ontarians with Disabilities Act, 2005;
• Public Service on Ontario Act, 2006.