Provincial Judges Pension Board Memorandum of Understanding (December 2021)

The Provincial Judges Pension Board memorandum of understanding is the formal agreement between the agency Chair and the responsible Minister that sets out roles and responsibilities for the agency and ministry.

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1. Purpose

The purpose of this Memorandum of Understanding (MOU) is to:
- Set out the accountability relationships between the President of the Treasury Board and the Chair of the Provincial Judges Pension Board on behalf of the Board.
- Clarify the roles and responsibilities of the Minister, the Deputy Minister, and the Chair.
- Set out the expectations for the operational, administrative, financial, staffing, auditing and reporting arrangements between the Board and the Ministry.
It is recognized that legislation and the common law impose on the Board fiduciary duties to the members, former members and retired members of the Plan, which cannot be compromised. This MOU, the legislation and common law governing the Board should be used in conjunction to determine how the Board should be governed.
This MOU should be read together with Ontario Regulation 290/13 made under the Courts of Justice Act, and the Trust Agreements for the each of the Registered Pension Plan dated November 7, 2019, and Retirement Compensation Arrangement (RCA) for the supplemental RCA pension dated November 7, 2019 (“Trust Agreements”). This MOU does not affect, modify or limit the powers of the Board as set out in the Regulation or Trust Agreements, or interfere with the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and any act, regulation or Trust Agreement, the act, regulation or Trust Agreement prevails.
This MOU replaces the memorandum of understanding between the parties dated June 2020.

2. Definitions

In this MOU:

“AAD” means the Treasury Board/Management Board of Cabinet Agencies and Appointments Directive.
“Appointee” means a member appointed to the Board by the Lieutenant Governor in Council.
“Board” means the Provincial Judges Pension Board.
“Chair” means the Chair of the Provincial Judges Pension Board.
"CRF" means the Consolidated Revenue Fund.
"Constituting Instrument" means Ontario Regulation 290/13 made under the Courts of Justice Act, which continues the Board.
“Deputy Minister” means the Deputy Minister of the Treasury Board Secretariat.
"Directives" means the Directives issued by the Treasury Board and/or Management Board of Cabinet and the Ministry of Finance made under various statutory authorities.
"Fund" means the Provincial Judges Pension Fund as described in Section 12.2 of this MOU.
“MBC” means Management Board of Cabinet.
“Minister” means the President of the Treasury Board.
“Ministry” means the Treasury Board Secretariat.
“MOU” means this memorandum of understanding signed by the minister and the chair.
“Order in Council” means Order in council O.C. 1273/2018 dated November 28, 2019, made pursuant to the Courts of Justice Act setting out salaries, benefits and expense allowances for provincial judges as amended from time to time.
“PBA” means the Pension Benefits Act, R.S.O. 1990, Chapter P.8.
"Plan" means the Provincial Judges Pension Plan, which provides pension and survivor allowance benefits pursuant to the Regulation.
“PSOA” means the Public Service of Ontario Act, 2006, S.O. 2006, c. 35, Sched. A.
“RCA Trust Agreement” means the Trust Agreement established in respect of the Supplemental RCA Pension Plan for Provincial Judges dated November 7, 2019.
“Registered Pension Plan” means the portion of the Plan set out in Part II of the Regulation that is registered under the Federal Tax Act.
"Regulation" means Ontario Regulation 290/13, made under the Courts of Justice Act, R.S.O. 1990, c. 43, as amended.
“RPP Trust Agreement” means the Trust Agreement established in respect of the Registered Pension Plan for Provincial Judges dated November 7, 2019.
“Supplemental Pension Plan” means the portion of the Plan that is set out in Part III of the Regulation.
“Supplemental RCA Pension Plan” means the portion of the Plan established under the retirement compensation described in Part II.1 of the Regulation.
“Stakeholders” means the members of the Plan and their survivors, the Association of Ontario Judges, and the Office of the Chief Justice of Ontario.
“TB/MBC” means Treasury Board/Management Board of Cabinet.

3. Agency’s Legal Authority and Mandate

The Board is continued under subsection 61(1) of the Regulation and also exercises powers and authority under the RPP and RCA Trust Agreements.
The Board’s mandate is set out in the Regulation, which states that the Board shall:
1. Be the administrator of the registered pension plan and the registered pension plan account for the purposes of the Federal Tax Act; and
2. Oversee the administration of the provincial judges’ pension plan and, in particular shall, in accordance with applicable law, carry out or oversee all administrative functions in respect of the pensions, survivor allowances and refunds provided under Parts II, II.1, and III including:
  - interpreting the relevant terms of the provincial judges’ pension plan and authorizing payments in respect of the plan under Parts II, II.1 and III,
  - overseeing all communications with judges, spouses and other beneficiaries, as well as their personal representatives, in respect of the pensions, survivor allowances and refunds provided under Parts II, II.1 and III, both before and after a judge’s retirement,
  - overseeing the management of the registered pension plan account and the supplemental RCA account.

4. Crown agent status and agency classification

The Board is prescribed as a public body under the Public Service of Ontario Act, 2006 and classified as a board-governed trust agency under the MBC Agencies and Appointments Directive. It operates at arm’s length from the government.
The Board is an administrative entity of the Crown. While the Board does not have separate legal personality for civil, private law purposes that would be required for it to be a Crown agency in law, the Board has its own legal personality for certain administrative, public law purposes. The Board may be referred to as a Crown agency when that term is used to distinguish between ministries and other administrative entities of the Crown.

5. Guiding principles

The parties agree to the following principles:

The Minister acknowledges that the Board exercises powers and performs duties in accordance with its mandate as set out in the Regulation, the RPP and RCA Trust Agreements and its fiduciary obligations to the members of the Plan. The Board’s decisions with respect to administration of the Plan must be made and be seen by members of the Plan to be made independently and impartially.
The Minister acknowledges that the Board 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 the delivery of programs.
The Chair acknowledges that it is accountable, through the Minister, to the Legislative Assembly in exercising its mandate. Accountability is a fundamental principle to be observed in the management, administration and operations of the agency.
As an agency of the government, the Board conducts 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 Board and the Ministry agree to avoid duplication of services wherever possible.
The Board and the Ministry will work together in a mutually respectful manner.
The roles and responsibilities set out in this MOU that come within in the mandate of the Provincial Judges Remuneration Commission shall be subject to and exercised in accordance with the remuneration commission process.

6. Accountability relationships

6.1 Minister

The Minister is accountable:

To Cabinet and the Legislative Assembly for reporting and responding to the Legislative Assembly on the affairs of the Board.
For attesting, reporting and responding to TB/MBC on the Board’s performance and compliance with government’s applicable Directives and operational policies.
To Cabinet for the performance of the Board and its compliance with the government’s operational policies and broad policy directions.
For receiving the Board’s annual report, tabling it in the Legislative Assembly, and ensuring that the annual report is made available to the public after it has been tabled.

6.2 Chair

The Chair is accountable:

To the Minister for the performance of the Board in fulfilling its mandate, and for carrying out the roles and responsibilities assigned to the Chair by the Regulation, this MOU, and applicable TB/MBC, Public Service Commission, and Ministry of Finance Directives.
For reporting to the Minister, as requested, on the Board’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 Board.

6.3 Board

The Board is accountable to the Minister, through the Chair, for:
1. Carrying out its mandate in accordance with the Regulation, the RPP and RCA Trust Agreements, this MOU, applicable law, and applicable TB/MBC and Government directives.
2. Delegating certain of its powers, duties and functions to the Ontario Pension Board as Service Provider and any other Agents in accordance with the RPP and RCA Trust Agreements and the applicable service level agreement.
3. Maintaining appropriate oversight over the Ontario Pension Board’s and any other Agent’s performance of such powers, duties and functions in accordance with the RPP and RCA Trust Agreements and the applicable service level agreement.

6.4 Deputy Minister

a. The Deputy Minister is accountable to the Secretary of the Cabinet and the Minister for the performance of the Ministry and for carrying out the roles and responsibilities assigned by the Minister, applicable TB/MBC and Ministry of Finance Directives, and this MOU.

7. Conflict of Interest

The Chair is responsible for ensuring that appointees to the Board 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 Board.
All Appointees, including the Chair, are required to comply with the conflict of interest rules for ministries set out in Ontario Regulation 381/07 of the PSOA.

8. Roles and responsibilities

8.1 Minister

The Minister represents the Crown in right of Ontario as the sponsor of the Plan and is accountable to Cabinet and to the Legislative Assembly for:

Reporting and responding to the Legislative Assembly on the affairs of the Board.
Attesting, reporting and responding to TB/MBC on the Board’s performance, compliance with applicable TB/MBC Directives, the government’s operational policies and policy directions.
Where required, recommending to TB/MBC the merger of the Board with any other entity, any changes to the Board’s mandate, or the dissolution of the Board.
Recommending to TB/MBC the powers to be given to, or revoked from, the Board when a change to the mandate of the Board is being proposed.
Determining at any time the need for a review or audit of the Board and recommending to TB/MBC any changes to the governance or administration of the Board resulting from any such review or audit.
Meeting with the Chair as needed to discuss issues relating to the fulfillment of the Board’s mandate.
When appropriate or necessary, taking action or directing that corrective action be taken with respect to the Board’s administration or operations.
Receiving the Board’s annual report, tabling it in the Legislative Assembly, and ensuring that the annual report is made available to the public after it has been tabled.
Informing the Chair of the government’s priorities and broad policy directions for the Board.
Consulting, as appropriate, with the Chair (and others) on significant new directions or when the government is considering regulatory or legislative changes for the Board.
Developing the Board’s MOU with the Chair and signing it into effect after it has been signed by the Chair;
Reviewing and approving the Board’s annual business plan.
Making recommendations to the Lieutenant Governor in Council respecting the appointment and remuneration of Appointees pursuant to the process for agency appointments established by legislation and/or by MBC through the AAD.
Making recommendations to the Lieutenant Governor in Council respecting the designation of a Chair from among its Appointees.
Making recommendations to the Lieutenant Governor in Council respecting judges and survivors where the Plan requires authorization in order to receive a pension or survivor allowance.
Reviewing the recommendations of the Provincial Judges Remuneration Commission respecting the design and level of pension benefits.
Making recommendations to the Lieutenant Governor in Council respecting amendments to the Regulation.
Reviewing the actuarial valuations of the Plan including the recommended contribution rates and agreeing that these may be filed with the CRA.
Directing the Chair to undertake reviews of the Board on a periodic basis and make recommendations to TB/MBC as may be required after such reviews are completed.
Using commercially reasonable efforts to ensure the Data the Crown provides the Board is Accurate and Secure (as those terms are defined in section 18).
Outlining the high-level expectations, key commitments and performance priorities of the Agency with an annual Agency mandate letter in accordance with the timelines and exceptions established in the AAD.
Consulting the Chair as appropriate during any review carried out under paragraph e above.

8.2 Chair

The Chair is responsible for:

Providing leadership to the Board.
Setting the goals, objectives and strategic directions for the Board within its mandate and ensuring the implementation of actions that support those goals, objectives, and strategic directions.
Ensuring the Board:
1. Delivers high quality and timely information and service to the members and former members of the plan and the Ministry;
2. Carries out the responsibilities assigned to it under the Regulation, RPP Trust Agreement, RCA Trust Agreement and Order in Council;
3. Manages its affairs in compliance with applicable TB/MBC Directives;
4. Administers the Plan wisely and at the lowest reasonable cost consistent with its fiduciary obligations; and
5. Develops a system for the creation, collection, maintenance and disposal of records.
Developing performance measures and targets for the Board.
Recommending policy and/or changes to the Regulation to the Minister on behalf of the Board.
Seeking strategic policy guidance for the Board from the Minister.
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 his/her responsibilities relating to the Board.
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 Board’s mandate, powers or responsibilities as set out in the Regulation, RPP Trust Agreement and RCA Trust Agreement.
Monitoring and evaluating the performance of the Board.
Reporting to the Minister as requested on the Board’s activities within specified timelines.
Developing the Board’s MOU with the Minister and signing it on behalf of the Board.
Reviewing and approving the Board’s business plan, budget, annual report and financial reports, and submitting them to the Minister in accordance with the time lines specified in the applicable TB/MBC and Ministry of Finance Directives, and this MOU.
Providing both the Minister and the Minister of Finance with a copy of every audit report, a copy of the Board’s response to each report, and any recommendations in the report.
Advising the Minister annually on any outstanding audit recommendations.
Making sure that processes are in place for identifying, responding to and resolving issues raised by the Board’s Stakeholders.
Ensuring timely notification to the Minister of appointment vacancies and making recommendations to the Minister on appointments and reappointments of Appointees that respect and promote the principles of equity, diversity, quality, merit and regional representation pursuant to the process of agency appointments established by legislation or by the TB/MBC.
Entering into contracts on behalf of the Board with all necessary approvals.
Cooperating with any review or audit of the Board directed by the Minister or TB/MBC.
Ensuring the Plan is administered wisely and at the lowest reasonable cost consistent with its fiduciary obligations.
Ensuring that public funds are used for the purpose intended with integrity and honesty.
Fulfilling the role of ethics executive for public servants who are government appointees to the Board, promoting ethical conduct, and ensuring that all Appointees 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.
Making sure that an appropriate framework is in place for Board members to have and/or receive adequate orientation and training.
With the support of the Service Provider, reviewing and approving claims for per diems and travel expenses of Board members.
Making sure that Board members comply with applicable legislation, Directives, and government policies, including accounting and financial policies, issued by TB/MBC and broad policy directions.

8.3 Board of Trustees

The Board is responsible for:

Delivering high quality and timely information and service to the members and former members of the Plan and the Ministry.
Carrying out the responsibilities assigned to it under the Regulation, RPP Trust Agreement, RCA Trust Agreement and any applicable Orders in Council.
Managing its affairs in compliance with applicable TB/MBC Directives.
Administering the Plan wisely and at the lowest reasonable cost consistent with its fiduciary obligations.
Developing a system for the creation, collection, maintenance and disposal of records.
Delegating certain of its powers, duties and functions to the Ontario Pension Board as Service Provider in accordance with the RPP and RCA Trust Agreements and the applicable service level agreement.
Maintaining appropriate oversight over the Ontario Pension Board’s performance of delegated powers, duties and functions in accordance with the RPP and RCA Trust Agreements and the applicable service level agreement.
Delivering high quality and timely information and service to the members and former members of the Plan and the Employers.
Overseeing the investment of the Fund cautiously with integrity and honesty in order to maintain a strong investment return over the long-term, without undue risk.
Establishing and maintaining a Code of Conduct to abide by that is consistent with applicable Directives.
Directing the development of and approving the Board’s business plans and budgets for submission to the Minister within the timelines agreed upon with the Minister as laid out within the AAD.
Directing the preparation of and approving the Board’s annual reports for submission to the Minister within the timelines agreed upon with the Minister as laid out within the AAD.
Making decisions consistent with the business plan approved for the Board and ensuring that the Board operates within its approved budget allocations.
Ensuring that the Board manages its affairs in compliance with the applicable TB/MBC Directives and government policies, including financial and accounting policies.
Approving the MOU for the Agency in a timely manner and authorizing the Chair to sign it on behalf of the Agency.
Approving the Agency's reports and reviews that may be requested by the Minister from time to time for submission to the Minister within agreed upon timelines.
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.
Ensuring performance measures, targets, and objectives are in place for monitoring and assessing the Agency's performance.
Making sure a process for responding to and resolving complaints from the public and stakeholders is in place.
Cooperating with and sharing any relevant information on any risk-based or periodic review directed by the Minister or TB/MBC.
Providing advice to the government, through the Chair, on issues within or affecting the Agency's mandate and operations.
Making all reasonable efforts to ensure that the Data in its possession or in the possession of its Service Provider pursuant to delegated authority is Accurate and Secure (as those terms are defined in section 18.1 of this MOU).
Attending Appointee training programs coordinated through the Public Appointments Secretariat.

8.4 Deputy Minister

The Deputy Minister is responsible for:

Advising and assisting the Minister regarding the Minister’s responsibilities for the Board.
Advising the Minister on the requirements of the AAD, and other Directives that apply to the Board.
Recommending to the Minister, as may be necessary, the evaluation or review, including a risk-based review, of the Board or any of its programs, or changes to the management framework or operations of the Board.
Facilitating briefings and consultations between the Chair and Minister as needed.
Attesting to TB/MBC, as required, to the Board’s compliance with the mandatory accountability requirements set out in the AAD.
Ensuring that the Ministry and the Board have the capacity and systems in place for on-going risk-based management, including appropriate oversight of the Board.
Ensuring that the Board has an appropriate risk management framework and a risk management plan in place for managing risks that the Board may encounter in meeting its program or service delivery objectives.
Undertaking timely risk-based reviews of the Board, its management or operations, as may be directed by the Minister or TB/MBC.
Establishing a framework for reviewing and assessing the Board’s business plans and other reports.
Supporting the Minister in reviewing the performance targets, measures and results of the Board while respecting the Board’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.
Advising the Minister on documents submitted by the Board to the Minister for review or approval, or both.
Submitting to the Minister, as part of the annual planning process, a risk assessment and management plan for each risk category.
Undertaking reviews of the Board as may be directed by the Minister.
Cooperating with any review of the Board as directed by the Minister or TB/MBC.
Monitoring the Board on behalf of the Minister while respecting the Board'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.
Negotiating a draft MOU with the Chair as directed by the Minister.
Consulting with the Chair, as needed, on matters of mutual importance including services provided by the Ministry and compliance with TB/MBC Directives and Ministry policies.
Meeting with the Chair as needed or as directed by the Minister.
Informing the Chair, in writing, of new government Directives and any exceptions to or exemptions in whole or in part from TB/MBC Directives or Ministry administrative policies.
When required, submitting a report to the secretaries of TB/MBC on the wind-down of the Board, disposition of any assets, completion of any outstanding responsibilities by the Board, and the termination of any appointments.
Supporting the Ministry’s quarterly reporting to TB/MBC on the Board’s high risks and management plan for each risk.
Submitting to the Minister, as part of the annual planning process, a risk assessment and management plan for each risk category.

8.5 Delegation and performance of functions

Staff of the Ontario Pension Board and the Ministry may exercise delegated powers to perform the functions that enable the Minister, the Chair, the Board, and the Deputy Minister respectively, to fulfill their responsibilities under this MOU.

9. Reporting requirements

9.1 Business plan

The Chair will ensure that the Minister is provided annually with the Board’s business plan covering a minimum of three years from the current fiscal year, which includes a financial budget and a risk assessment and risk management plan, for approval within the timelines specified by the Minister for this purpose.
The Chair is responsible for ensuring that the Board's annual business plan meets the requirements of the AAD and is submitted to the Ministry within 3 months prior to the Board’s fiscal year start or in accordance with such other timeline as may be set out in the AAD.
The Chair will ensure that the business plan includes a risk assessment and risk management plan to assist the Ministry in developing its risk assessment and risk management plan in accordance with the requirement of the AAD, to assess risks, develop and maintain necessary records and report to TB/MBC.
The Minister will review the Board's annual business plan and will promptly advise the Chair whether or not he/she concurs with the directions proposed by the Board. The Minister may advise the Chair where and in what manner the Board’s plans vary from government or Ministry policy or priorities, and the Board will revise its plan accordingly.
The Chair is responsible for ensuring that the Board’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 target results and time frames.
The Minister will ensure that the approved business plan is made available to the public in an accessible format, in both official languages, on the Ministry website, or such other website the Minister considers to be appropriate for this purpose, within 30 calendar days of the Minister’s approval of the Plan or in accordance with such other timeline as may be set out in the AAD.
In addition, TB/MBC may require the Minister to submit the Board’s business plan to TB/MBC for review at any time.
The Chair will ensure that the 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 Board.

9.2 Annual reports

The Chair is responsible for ensuring that the Board’s annual report is submitted to the Minister for tabling in the legislative assembly. The Chair will submit the annual report to the Minister within 90 days of the Board’s receipt of its’ audited financial statement.
The annual report shall be prepared in the format specified in the AAD.
The Chair will ensure that the 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 Board in the marketplace, and information that would otherwise pose a risk to the security of the facilities and/or operations of the Board.
The Minister will receive and review the Board’s annual report to confirm adherence with AAD requirements and will approve the report within 60 calendar days after the day of receipt.
The Minister will, within 30 calendar days of approval, table the report in the Legislative Assembly.
The Minister will ensure that the Board’s annual report is publicly posted in an accessible format, in both official languages, on the Ministry website, or such other website the Minister considers to be appropriate for this purpose, after the report has been tabled in the Legislature and within 30 calendar days of minister approval.
When distributing annual reports, digital formats and channels for distribution must be used unless otherwise required (e.g. by directive, legislation).
The timelines in this Section 9.2 may be adjusted in accordance with any other timelines that may be set out under the AAD.

9.3 Other reports/disclosure of plan data

The Chair is responsible for:

Subject to applicable laws and fiduciary duties, at the request of the Minister or Deputy Minister, supplying specific data and other information that may be required from time-to-time for the purpose of Ministry administration.
Disclosing data and other information to third parties who require access, where such disclosure is authorized under the Freedom of Information and Privacy Act, R.S.O., 1990, c.F.31.

9.4 Provision of actuarial and statistical information to the Minister

The Minister may ask the Board to, and the Board shall:

Subject to applicable laws and fiduciary duties, provide to the Minister information, including statistical reports based on Data (as defined in section 18.1) in its possession; or
Where applicable, have the actuary retained by the Board provide to the Minister through the Board such information that the Minister considers helpful in discussing changes to the Plan.

9.5 Public posting requirements

The Ministry will ensure that the following approved governance documents of the Board are posted in an accessible format, in both official languages, on the Ministry’s website, or such other website the Minister considers to be appropriate for this purpose, within the specified timelines:
- Memorandum of understanding and any letter of affirmation – 30 calendar days of signing by both parties
- Agency mandate letter – 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 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 Minister will ensure that the expense information for appointees are posted on the Agency website, in accordance with the requirements of the MBC Travel, Meal and Hospitality Expenses Directive.
The Minister will ensure that any other applicable public posting requirements are met.
The timelines in this Section 10 may be adjusted in accordance with any other timelines that may be set out under the AAD.

10. Communications

The parties to this MOU recognize that the timely exchange of information on the operations and administration of the Board is essential for the Minister to meet his/her responsibilities for reporting and responding to the Legislative Assembly on the affairs of the Board. The parties also recognize that it is essential for the Chair to be kept informed of the government initiatives and broad policy directions that may affect the Board’s mandate and functions.

The parties, therefore, agree as follows:

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/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 Board’s mandate or functions.
The Minister and the Chair will consult with each other on public communications strategies and publications. They will keep each other informed of the results of Stakeholder and other public consultations and discussions.
The Minister and the Chair will meet annually, or as requested by either party, to discuss issues relating to the fulfillment of the Board’s mandate, management and operations.
The Deputy Minister and the Chair will meet annually, or as requested by either party, to discuss issues relating to the efficient operation of the Board and the provision of services by the Ministry to the Board.
The Board and the Ministry will adhere to the Public Communications Protocol set out in Appendix 3 to this MOU for ongoing issues management.

11. Administrative arrangements

11.1 Applicable Treasury Board/Management Board of Cabinet and Ministry of Finance Directives

The Chair is responsible for ensuring that the Board operates in accordance with all applicable TB/MBC, and Ministry of Finance Directives, as well as applicable Ministry financial and administrative policies and procedures. Appendix 2 to this MOU provides a list of applicable Directives and policies.

11.2 Administrative and organizational support services

The Board manages its own administrative support together with the Ontario Pension Board as Service Provider in accordance with the applicable RPP and RCA Trust Agreements and Service Level Agreement.

11.3 Legal services

The Board will solicit legal advice as required.

11.4 Freedom of Information and Protection of Privacy

The Minister is the institution head for the purposes of the Freedom of Information and Protection of Privacy Act.

11.5 Records management

The Chair is responsible for ensuring that a system is in place for the creation, collection, maintenance, and disposal of records.
The Chair is responsible for ensuring that the agency complies with the applicable TB/MBC Directives including the Corporate Policy on Protection of Personal Information and the Corporate Policy on Recordkeeping as well as the Archives and Record Keeping Act, 2006.

11.6 Intellectual property

The Chair 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 Board may enter with a third party that involves the creation of intellectual property.

11.7 Stakeholder service

The Chair will ensure that the Board delivers its services at a quality standard that reflects the principles and requirements of the OPS Service Directive.
The Board has in place a formal process for responding to complaints about the quality of services received by Stakeholders of the Board consistent with the government's service quality standards.
The Board's annual business plan will include performance measures and targets for Stakeholder service and the Board's response to issues raised by Stakeholders.
The Board shall ensure compliance with the Accessibility for Ontarians with Disabilities Act.

12. Financial arrangements

12.1 Funding

Some of the expenses in respect of the operation of the Board and the administration of the Plan are funded out of the CRF pursuant to an appropriation authorized by the Legislature through the Ministry, notwithstanding that under the AAD the Board is defined as a Trust Agency.
The Board prepares a budget with estimates of all of its’ expenditures and provides the estimates to the Ministry. Expenses pertaining to the supplemental pension plan accounted for in a special purpose account within the CRF are included in the Ministry's allocation request to TB/MBC. The Board’s expenditures pertaining to the registered pension plan trust and retirement compensation arrangement trust components of the Fund are payable out of those respective parts of the Fund. The Board will deliver all of these estimates to the Minister and the Deputy Minister in sufficient time to be analyzed and approved by the Minister and the Deputy Minister. The estimates provided by the Board may, after appropriate consultation with the Chair, be altered as required.
The Board is responsible for the maintenance of documentation and information to support its’ expenditures.
Pursuant to Section 28 of the Financial Administration Act, the Board shall not enter into any financial arrangement or commitment, guarantee, indemnity or similar transaction that would increase, directly or indirectly, the indebtedness or contingent liabilities of the Government of Ontario without the written approval of the Minister of Finance or President of the Treasury Board, or the respective delegate of each, unless the transaction is entered into pursuant to an exemption under the Financial Administration Act. For clarity, the investment of pension funds in the usual course where losses are limited to the assets of the trust would not, in itself, increase the indebtedness or contingent liabilities of the Government of Ontario within the meaning of Section 28 of the Financial Administration Act.
Pursuant to the Regulation and the trust agreements, the Board has all the powers necessary to perform its duties and responsibilities and may contract and be contracted with, transact in real property and participate in partnerships.

12.2 The Fund

The Fund consists of contributions and money paid, transferred and credited to the Fund, less money paid out under the Plan.
The Fund consists of three parts; a registered pension plan trust, a retirement compensation arrangement trust, and a special purpose account for the supplemental pension plan within the consolidated revenue fund. The Minister of Finance is the custodian of the special purpose account and is responsible for making annual adjustments to the special purpose account based on a rate of return earned by an externally invested proxy investment fund. The Board is the trustee of the two trusts and is responsible for managing their funds and is not responsible for the special purpose account.
The fiscal year of the Fund is the period set out in sections 61.4(3) and 63(5) of the Regulation. The Board may establish procedures for making payments out of the Fund for the purpose of the Plan. No payment shall be made out of the Fund unless it is authorized by the Board or made in accordance with procedures established by the Board. All receipts and disbursements of the Fund shall be entered into the registered pension plan trust, the retirement compensation trust and/or the special purpose account as applicable.
The assets received into the Fund will include contributions from Plan members and the Crown, and investment income and capital gains. Payments made out of the Fund will include those for investments, pensions, refunds, transfers and the Board’s expenses.

12.3 Taxation status

The Board is not liable to pay the Goods and Services Tax out of the Fund or the Account.

12.4 Investment of the Fund

The Board invests the assets of the two trusts in compliance with any applicable provincial and federal laws. A Statement of Investment Policies and Procedures (“SIP&P”) has been adopted by the Board and is reviewed annually and updated as required. When amended, the SIP&P is presented to the Minister for his or her information. all investments are made in accordance with the SIP&P.
The Ministry will develop a Funding Policy for the Plan with a view to achieving the following funding objectives of the Plan:
1. Protect the security of accrued benefits;
2. Preserve future benefit stability and security;
3. Maintain contribution affordability and stability; and
4. Manage intergenerational equity.
The Ministry commits to following the Funding Policy, as amended from time to time. However, the Funding Policy does not establish any legal rights or responsibilities on the part of either of the Board, the Ministry or any other stakeholder in the Plan. Further, it does not and shall not alter or affect, in any way, the legal rights and responsibilities or the mandate, authority or independence of the Board or the Ministry.
The Ministry and the Board will review the Funding Policy at least once every three years. Refinements derived from experience can and will be brought forward by either Party at any time.
The Investment Manager retained by the Board shall be responsible for investment management in relation to the two trust components of the Fund.

12.5 Financial reports

The Chair will provide to the Minister audited annual financial statements and will include them as part of the Board’s annual report. The statements will be provided in a format that is in accordance with Canadian accounting standards for pension plans.

13. Audit and review arrangements

13.1 Audits

The Board 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 on a schedule set by the Auditor General or the Ontario Internal Audit Division.
The Auditor General is responsible for performing an annual audit on the financial statement of the Fund and/or Account and based on the results of the audit, issuing an audit report expressing an opinion on whether the financial statement is fairly presented. The audit report is addressed to both the Board and the Minister of Finance.
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.
Regardless of any previous audit(s), the Minister may direct that the Board be audited at any time.
Regardless of any previous audit(s), the Chair may request an external audit of the financial transactions or management controls of the Board.
The Board will promptly provide a copy of every report from an audit to the Minister and the Minister of Finance. The Board will also provide a copy of its response to the audit report and any recommendations therein. The Board will advise the Minister annually on any outstanding audit recommendations.
The Board may in its’ discretion also engage the Ontario Pension Board as Service Provider to conduct internal audits respecting its internal controls and organizational efficiencies.

13.2 Other reviews

The 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 Board that are determined by TB/MBC or the Minister, and may include the mandate, powers, governance structure or operations of the Board.
A mandate review shall be conducted at least once every seven years. The next review will be prior to March 31, 2026.
The Chair 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 Board to TB/MBC for consideration.

14. Appointments

The Appointees are appointed by the Lieutenant Governor in Council on the recommendation of the Minister pursuant to 61(2) of the Regulation.
The Chair is designated by the Lieutenant Governor in Council on the recommendation of the Minister pursuant to 61(3) of the Regulation.
The Lieutenant Governor in Council shall establish the remuneration or range of remuneration paid to the members of the Board and the Chair. No individual employed under Part III of the PSOA shall be entitled to remuneration other than for expenses.
In accordance with the Courts of Justice Act, a judge is precluded from receiving remuneration for non-judicial activities. Therefore, notwithstanding section 14(c) of this MOU, if a judge is also a member of the Board, then that judge would not receive remuneration for serving on the PJPB but would be reimbursed for reasonable expenses only while so acting.

15. Liability protection and insurance

Subject to the approval of the Minister of Finance under Section 28 of the Financial Administration Act, the Government of Ontario will indemnify the Appointees from any damages that may result from their activities on behalf of the Board, provided they do not act fraudulently or with willful misconduct or gross negligence.
The Board is covered under the Government of Ontario General & Road Liability Protection Program covering third party liability where bodily or personal injury, death, or property damage including loss of use thereof is caused.
The Board shall maintain Directors & Officers insurance and Fiduciary Liability insurance. The Board may use an insurance broker provided by the Government to assist it in secure insurance or another insurance broker in its discretion.

16. Effective date, duration and periodic review of the MOU

This MOU becomes effective on the date of its signature by the parties and continues in effect until it is revoked or a new MOU is signed by the parties.
Upon a change in the Minister or Chair, the parties must either sign a letter of affirmation that is attached to the MOU or sign a new MOU within 6 months of the change. A copy of the signed letter of affirmation or MOU must be provided to the Secretary, Management Board of Cabinet by the Ministry.
Without affecting the effective date of this MOU, either the Minister or Chair may initiate a review of this MOU by written request to the other.
If either party deems it expedient to amend this MOU, they may do so only in writing. Any amendment shall only be effective after approval by the parties.
A review and replacement of this MOU will be conducted immediately in the event of a significant change to the Board’s mandate, powers or governance structure.
At a minimum, this MOU will be reviewed at least once every five years to ensure it is current and consistent with government expectations.

17. Actuarial arrangements

17.1 Actuarial valuations

The Board as administrator shall ensure that actuarial valuations are prepared and filed with the Canada Revenue Agency (CRA) in accordance with the timeframes and requirements set out under the Income Tax Act (Canada).

17.2 Permission of Minister for filing

The filing of an actuarial valuation with CRA shall only be done when the Minister advises the Board in writing that he or she agrees that the valuation may be filed.

17.3 Appointment of external actuary

The Board will appoint an external actuary to conduct these valuations through periodic tender.

18. Data

18.1 Interpretation

In this section and in sections 8.1, 8.3 and 9.4 of this MOU:

“Accurate” with respect to Data, means, subject to immaterial omissions or errors, complete and correct Data and “Accuracy” has a similar meaning, and “Inaccurate” means with respect to Data, Data that is not Accurate and “Inaccuracy” has a similar meaning.

“Data” means information which the Crown is required to provide to the Board for the purpose of administering the Plan and the Fund.

“Secure” means maintained and processed where necessary, in a manner consistent with the requirements under the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5, the Freedom of Information and Protection of Privacy Act, and other data protection legislation, as applicable.

“Timely” means that Data is provided sufficiently early, and within timelines provided by the Agency, to support compliance by the Agency with standards established by applicable legislation and Directives. “Timeliness” has a similar meaning.

18.2 Accuracy of data and information practices

The Accuracy and Timeliness of Data is of paramount concern and importance to each of the Minister and the Board. The Board will ensure that commercially reasonable efforts are used to protect the Accuracy of Data in its possession. The Minister will provide support to the Board and its Service Provider in its efforts to ensure that Data that is provided to the Board is Accurate and Timely.

18.3 Discovery of inaccuracies

Each of the Minister and the Board shall promptly notify the other of any Inaccuracies which it may discover in the course of reviewing and using the Data and shall furnish the other with reasonably detailed documentation of such Inaccuracies.

18.4 Use of data

The Board shall use Data provided by the Crown solely for the purpose of administering the Plan.

19. General

19.1 Complaints and inquiries

The Chair and the Minister will endeavour to advise each other of complaints and inquiries received respecting the other’s area of responsibility.

19.2 Ombudsman

The Board will continue to deal directly with the Ombudsman. The Chair will keep the Minister informed of any inquiries being made by the Ombudsman.

19.3 Litigation

The Board has and will continue to act on its own behalf and in its own name with respect to litigated matters. The Board will advise the Minister of any ongoing litigation.

19.4 Legislation

The Board will comply with the Ontario Human Rights Code, R.S.O. 1990, c. H.19, the Employment Standards Act, 2000, S.O. 2000, c. 41 (in part), the French Language Services Act, R.S.O. 1990, c. F.32 and any other applicable legislation.

20. Signatures

Board Chair
Provincial Judges Pension Board

Date

President
Treasury Board Secretariat

Date

Appendix 1: summary of board reporting requirements

Due date	Report/document	Names of responsible officials
Annually, but budget is submitted within three (3) months of fiscal year end	Board Business Plan Prepares Approves Provides to Minister	Board Board Chair
Within 120 days of fiscal year end	Annual Report Prepares Approves Provides to Minister	Board Board Chair
Annually	Auditing	Auditor General
Annually	Audited Financial Statements Financial Reports	OSS
Not applicable	MOU Prepares Approves Signs	Deputy Minister/Chair Board Chair

Appendix 2: applicable TB/MBC and Ministry of Finance Directives

The following TB/MBC and Ministry of Finance Directives, guidelines, and policies apply to the Board:
- Accountability Directive
- Advertising Content Directive.
- Agencies and Appointments Directive.
- Disclosure of Wrongdoing Directive.
- Freedom of Information and Protection of Privacy Directive.
- Management and Use of Information and Information Technology (I&IT) Directive (specifically, its principles and sections 8.2, 8.3, 9.1, 9.3 and 9.5) in conjunction with the Corporate Policy on Recordkeeping, Managing, Distributing and Pricing Government Information (Intellectual Property)].
- Open Data Directive.
- OPS Procurement Directive (to the extent applicable to the Board as an “Other Included Entity”) Travel, Meal and Hospitality Expenses Directive.
- Perquisites Directive.
- Procurement Directive on Advertising, Public and Media Relations and Creative Communications Services.
- Visual Identity Directive.
The Ministry will inform the Board of amendments or additions to Directives, policies and guidelines that apply to the Board; however, the Board is responsible for complying with all Directives, policies and guidelines to which it is subject.

Appendix 3: public communications protocol

Definitions
1. "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;
  - Printed form, such as a hardcopy report; or
  - Electronic form, such as a posting to a website.
2. A "Contentious Issue" is a matter that is, or may reasonably be expected to be, of concern to the Legislative Assembly or the public, or is likely to result in inquiries being directed to the Minister or Government. Contentious issues may be raised by:
  - Members of the Legislative Assembly;
  - The public;
  - Media;
  - Stakeholders; and
  - Service delivery partners.
The Board will identify itself in all Public Communications covered by this protocol as an Agency of the Government.
The Ministry and the Board will appoint persons to serve as Public Communications “leads”.
- The Ministry lead is the Director of Communications.
- The Board lead is the Chair or someone to whom the Chair has delegated this function.
For the purpose of this protocol, Public Communications are divided into two categories:
1. Public Communications where provincial or ministerial messaging on Government priorities would enhance the Board’s or the Government’s profile.
  - The Board lead will notify the Ministry lead of upcoming Public Communications fifteen days in advance for all non-contentious items that might generate media interest.
  - For non-contentious items which provide Government messaging opportunities, or which involve funding announcements, the Board must also request approval of Public Communications messaging seven days prior to the release date.
  - Final approval is required from the Minister’s office. If the Board were not to receive comments or approval from the Minister's office or Ministry lead within forty-eight hours of the date on which the item is to be released, the Board can proceed accordingly.
2. Contentious Issues.
  - For all Contentious Issues, the Board 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 Board of Contentious Issues that require attention. The Board will provide all required background information on the issue to the Ministry lead, who will arrange to have a Contentious Issues note prepared.
  - The Board lead will provide the Public Communications messaging to the Ministry lead who will initiate the approval process within the Ministry.
  - Final approval is required from the Minister’s office. If the Board were not to receive comments or approval from the Minister's office or Ministry lead within forty-eight hours of the date on which the item is to be released, the Board can proceed accordingly.

Updated: January 18, 2022

Published: January 18, 2022