Species at Risk Conservation Trust memorandum of understanding

Memorandum of Understanding / Operating Agreement between His Majesty the King in Right of Ontario, as represented by the Minister of the Environment, Conservation and Parks and the Species at Risk Conservation Trust as represented by the Chair

The parties to this memorandum of understanding (MOU) / operating agreement agree to the following:

1. Purpose

1. The purpose of this MOU is to:
   1. Establish the accountability relationships between the Minister and the Chair.
   2. Clarify the roles and responsibilities of the Minister, Chair, Deputy Minister, the CEO and the Board.
   3. Clarify the operational, administrative, financial, staffing, auditing and reporting arrangements between the Agency and the Ministry.
2. This MOU should be read together with the Act and the Regulation. This document is both the memorandum of understanding required by the AAD and the operating agreement required by section 20.11 of the ESA. This MOU does not affect, modify or limit the powers of the Agency as set out under the Act or Regulation, or interfere with the responsibilities of any of its parties as established by law. In case of a conflict between this MOU and the Act or Regulation, the Act or Regulation prevails. Here’s some paragraph text.

2. Definition

In this MOU:

1. “AAD” means the MBC Agencies and Appointments Directive as amended or replaced;
2. “Act” and “ESA” means the Endangered Species Act, 2007, S.O. 2007, c. 6, as amended;
3. “Agency” means the Species at Risk Conservation Trust created by the Regulation;
4. “Annual Business Plan” means the Agency’s annual business plan which includes the operational policy as described in section 10.1 of this MOU;
5. “Annual Report” means the Agency’s annual report described in section 10.2 of this MOU;
6. “Applicable Government Directives” means the Government directives, policies, standards and guidelines that apply to the Agency, as may be amended or replaced from time to time, which are listed in Appendix 2 to this MOU;
7. “Appointee” means a Member but does not mean an individual employed or appointed by the Agency as staff;
8. “Board” means the Board of Directors of the Agency;
9. “CEO” means the Chief Executive Officer of the Agency;
10. “Chair” means the Chair of the Agency;
11. “Conservation Fund Species” means a species that is designated in Ontario Regulation 829/21: Species Conservation Charges under the ESA for the purposes of the Fund;
12. “Constituting Instruments” means the Act and Regulation that established the Agency;
13. “Controllership” means the Ministry’s Financial Controllership and Business Practices Unit in the Business and Fiscal Planning Branch or any successor thereto;
14. “Deputy Minister” means the Deputy Minister of the Environment, Conservation and Parks or any successor to the Deputy Minister;
15. “Executive Council Act” means the Executive Council Act, R.S.O. 1990, c. E. 25, as amended;
16. “FIPPA” means the Freedom of Information and Protection of Privacy Act, R.S.O. 1990, c.F.31, as amended;
17. “Fiscal Year” means the period commencing on April 1 and ending on the following March 31;
18. “Five-year Report” means the five-year report as required by subsection 20.16(4) of the Act and which is described in more detail in section 10.3 of this MOU;
19. “Fund” means the Species at Risk Conservation Fund established by subsection 20.1 (1) of the ESA;
20. “Funding Plans” means the funding plans referred to in section 10.3 of this MOU; 
21. “Government” means the Government of Ontario;
22. “MBC” means the Management Board of Cabinet;
23. “Member” means a member appointed to the Agency by the Lieutenant Governor in Council;
24. “Minister” means the Minister of the Environment, Conservation and Parks or such other person who may be designated from time to time as the responsible minister in relation to this MOU in accordance with the Executive Council Act;
25. “Minister of Finance” means the Minister of Finance or such other person who may be designated from time to time under the Executive Council Act;
26. “Ministry” means the Ministry of the Environment, Conservation and Parks or any successor to the Ministry;
27. “MOU” means this document signed by the Minister and the Chair on behalf of the Agency, which serves the purpose of the operating agreement required by section 20.11 of the ESA;
28. “President of the Treasury Board” means the President of the Treasury Board or such other person who may be designated from time to time under the Executive Council Act;
29. “PSC” means the Ontario Public Service Commission;
30. “PSOA” means the Public Service of Ontario Act, 2006, S.O. 2006, c. 35, Sched. A, as amended;
31. “Regulation” means Ontario Regulation 651/21: Agency made under the ESA which establishes the Agency;
32. “TBS” means the Treasury Board Secretariat;
33. “TB/MBC” means the Treasury Board/Management Board of Cabinet

3. Agency’s legal authority and mandate

1. The legal authority of the Species at Risk Conservation Trust is set out in the Regulation.
2. The Agency exercises the powers and authority provided to it under the Act and the Regulation.
3. The Agency’s objects as set out in the Act are to manage the Fund in accordance with the Fund’s purpose set out under subsection 20.1 (2) of the Act and, to this end, the Agency shall:
   1. receive all money from sources listed in subsection 20.2 (1) of the Act and deposit it into the Fund;
   2. determine which activities are eligible for funding from the Fund;
   3. enter into funding agreements with persons to ensure that the funded activities are carried out in accordance with the purpose of the Fund;
   4. administer and manage the money in the Fund;
   5. pay money out of the Fund in accordance with the purpose of the Fund, section 20.7 of the Act, the guidelines established by the Minister under section 20.8 of the Act, section 20.10 of the Act, and the Regulation; and,
   6. perform the duties and exercise the powers assigned to the Agency by the Act and the Regulation.

4. Agency type and public body status

1. The Agency is a board-governed provincial agency and sub-classified as a “Trust” under the AAD and an “Other Included Entity” for purposes of the OPS Procurement Directive.
2. The Agency is prescribed as a public body in accordance with Ontario Regulation 146/10: Public Bodies and Commission Public Bodies - Definitions made under the PSOA.
3. The Agency is not organizationally part of the Ministry, but it is considered to be within the Government.

5. Corporate status and Crown agency status

1. The Agency is a Crown agency within the meaning of the Crown Agency Act, R.S.O. 1990, c. C.48, as amended.
2. The Agency has the capacity, rights, powers and privileges of a natural person for the purpose of carrying out its objects, subject to the limitations placed upon it by the Act, the Regulation and/or TB/MBC.
3. The Agency is a corporation without share capital established by the Lieutenant Governor in Council by the Regulation. As set out in the Regulation, section 132 (disclosure: conflict of interest), subsection 134 (1) (standards of care, etc., of directors, etc.) and section 136 (indemnification) of the Business Corporations Act apply, with necessary modifications, to the Agency and to the Board.
4. As set out in the Act, the Corporations Act and the Corporations Information Act do not apply to the Agency.

6. Guiding principles

The parties agree to the following guiding principles:

1. The Minister recognizes that the Agency exercises powers and performs duties in accordance with its legal mandate under the Act and the Regulation.
2. The Minister recognizes 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.
3. The Board 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. The Board acknowledges that it is accountable to the Minister, through the Chair, for governance and oversight of the Agency.
4. As an agency of the Government, the Agency conducts itself according to the management principles of the Government. These principles include: ethical behaviour; prudent, effective and lawful use of public resources; fairness; high quality service to the public; and openness and transparency to the extent allowed under the law.
5. The Minister and the Board, through the Chair, are committed to a strong Agency that is empowered to fulfill its statutory mandate efficiently and effectively. They share the goal of establishing and maintaining a co-operative relationship that facilitates the efficient administration of the Agency and fulfillment of its statutory responsibilities.
6. The Agency and the Ministry agree to avoid duplication of services wherever possible.
7. The Agency and the Ministry will work together in a mutually respectful manner.

7. Accountability relationships

7.1 Minister

The Minister is accountable:

1. To Cabinet and the Legislative Assembly for the Agency’s fulfilment of its mandate and its compliance with Government policies, and for reporting to the Legislative Assembly on the Agency’s affairs.
2. For reporting and responding to TB/MBC on the Agency’s performance and compliance with Applicable Government Directives and operational policies.
3. To the Cabinet for the performance of the Agency and its compliance with the Government’s operational policies and broad policy directions.

7.2 Chair

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

1. To the Minister for the Agency’s performance in fulfilling its mandate, and for carrying out the roles and responsibilities assigned to the Chair by the Constituting Instruments, this MOU, Minister’s directions, Minister’s guidelines for the funding of activities that are developed under the ESA, and Applicable Government Directives (Appendix 2).
2. For reporting to the Minister, as requested, on the Agency’s activities.
3. For ensuring timely communications with the Minister regarding any issue that affects, or can reasonably be expected to affect, the Minister’s responsibilities for the Agency.
4. To the Minister to confirm the Agency’s compliance with legislation, Applicable Government Directives, and accounting and financial policies.

7.3 Board of Directors

The Board is accountable, through the Chair, to the Minister for the oversight and governance of the Agency; setting goals, objectives and strategic direction for the Agency within its mandate; and for carrying out the roles and responsibilities assigned to it by the Act and the Regulation, this MOU, Minister’s directions, Minister’s guidelines for the funding of activities that are developed under the ESA, and Applicable Government Directives.

7.4 Deputy Minister

The Deputy Minister is accountable to the Secretary of the Cabinet and the Minister for the performance of the Ministry in providing administrative and organizational support to the Agency and for carrying out the roles and responsibilities assigned by the Minister, the Act and the Regulation, this MOU, and Applicable Government Directives.

The Deputy Minister is also accountable for attesting to TB/MBC on the Agency’s compliance with applicable TB/MBC directives.

7.5 Chief Executive Officer

The CEO is accountable to the Board for the management and administration of the Agency, the supervision of Agency staff, and carrying out the roles and responsibilities assigned by the Board, the Agency’s Constituting Instruments, this MOU, Minister’s directions, Minister’s guidelines for the funding of activities that are developed under the ESA, and Applicable Government Directives. The CEO works under the direction of the Chair to implement policy and operational decisions. The CEO reports the Agency’s performance results to the Board, through the Chair.

8. Roles and responsibilities

8.1 Minister

The Minister is responsible for:

1. Reporting and responding to the Legislative Assembly on the affairs of the Agency.
2. Reporting and responding to TB/MBC on the Agency’s performance and compliance with applicable TB/MBC directives, the Government’s operational policies and policy directions.
3. Recommending to TB/MBC, where required, the merger, any change to the mandate, or dissolution of the Agency.
4. Recommending to TB/MBC the powers to be given to, or revoked from, the Agency when a change to the Agency’s mandate is being proposed.
5. Meeting with the Chair to discuss issues relating to the fulfilment of the Agency’s mandate.
6. Working with the Chair to develop appropriate measures and mechanisms related to the performance of the Agency.
7. Reviewing the advice or recommendation of the Chair on candidates for appointment or re-appointment to the Board.
8. Making recommendations to Cabinet and the Lieutenant Governor in Council for appointments and reappointments to the Board pursuant to the process for agency appointments established by legislation and/or by MBC through the AAD.
9. Determining at any time the need for a review or audit of the Agency, directing the Chair to undertake reviews of the Agency on a periodic basis, and recommending to TB/MBC any change(s) to the governance or administration of the Agency resulting from any such review or audit.
10. When appropriate or necessary, taking action or directing that the Agency take corrective action with respect to the Agency’s administration or operations.
11. For receiving the Agency’s Annual Report and approving for tabling in the Legislative Assembly within the timelines established by the AAD.
12. Informing the Chair of the Government’s priorities and broad policy directions for the Agency.
13. Consulting, as appropriate, with the Chair (and others) on significant new directions or when the Government is considering regulatory or legislative changes for the Agency.
14. Developing the MOU with the Chair, as well as any amendments to it, and signing the MOU into effect after it has been signed by the Chair.
15. Outlining the high-level expectations, key commitments and performance priorities for the Agency at the beginning of the annual business planning cycle through the Agency mandate letter.
16. Reviewing and approving the Annual Business Plan within the timelines established by the Constituting Instruments, this MOU or the AAD, as applicable.
17. Recommending to TB/MBC any provincial funding to be allocated to the Agency.
18. Receiving and reviewing the Five-year Report and Funding Plans developed by the Agency.

8.2 Chair

The Chair is responsible to support the Board by:

1. Providing leadership to the Agency by working with the Board to set the goals, objectives and strategic directions to fulfill its mandate.
2. Providing leadership to the Board and ensuring that the Board carries out its responsibilities for decisions regarding the Agency.
3. Chairing board meetings, including the management of the Board’s agenda.
4. Reviewing and approving claims for per diems and travel expenses for Appointees to the Board.
5. Seeking and implementing strategic policy direction for the Agency from the Minister.
6. 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 the Minister’s responsibilities relating to the Agency.
7. Consulting with the Minister, in advance, regarding any activity which may have an impact on the Government and Ministry’s policies, directives or procedures, or on the Agency’s mandate, powers or responsibilities as set out in the Constituting Instruments.
8. Reporting to the Minister as requested on the Agency’s activities within agreed upon timelines, including an annual letter confirming the Agency’s compliance with Applicable Government Directives and all applicable legislation, and accounting and financial policies.
9. Ensuring that the Agency operates within its approved budget allocation in fulfilling its mandate, and that public funds are used for the purpose intended with integrity and honesty.
10. Negotiating a draft MOU with the Deputy Minister, as well as any amendments to the MOU, as directed by the Minister.
11. Developing the MOU with the Minister, and as authorized by the Board, signing it on behalf of the Board.
12. Submitting the Annual Business Plan, Annual Report, Five-year Report, Funding Plans, and financial reports, on behalf of the Board, to the Minister in accordance with the timelines specified in the Constituting Instruments, this MOU, and Applicable Government Directives.
13. Ensuring that the Annual Business Plan, Annual Report, Five-year Report, and Funding Plans are publicly posted on the Agency’s website within the timelines established by the Constituting Instruments, the AAD, or this MOU, as applicable.
14. Providing the Minister and the Minister of Finance and President of Treasury Board with a copy of every audit report, a copy of the Agency’s response to each report, and any recommendations in the report.
15. Advising the Minister annually on any outstanding audit recommendations per direction of the Board.
16. Ensuring appropriate management systems are in place (e.g., financial, information technology, human resources) for the effective administration of the Agency.
17. Supporting the CEO in carrying out effective public communications and relations for the Agency and consulting with the Minister on public communication strategies and publications as necessary.
18. Cooperating with any review or audit of the Agency directed by the Minister, TB/MBC, or the Auditor General of Ontario.
19. Ensuring that Members are informed of their responsibilities under the PSOA with regard to the rules of ethical conduct, including the political activity rules.
20. Fulfilling the role of ethics executive for public servants, including Appointees, promoting ethical conduct and ensuring that all Members and employees of the Agency are familiar with the ethical requirements of the PSOA, and the regulations and the directives made under the PSOA, including in respect of conflict of interest, political activity and the protected disclosure of wrongdoing.
21. Keeping the Minister informed of upcoming appointment vacancies and providing recommendations for appointments or re-appointments to the Board.
22. Ensuring compliance with legislative and TB/MBC policy obligations.

8.3 Board of Directors

The Members are responsible for:

1. Establishing the goals, objectives, and strategic directions for the Agency within its mandate as defined by the Constituting Instruments, Government policies as appropriate, and this MOU.
2. Governing the affairs of the Agency within its mandate as set out in the Act, in accordance with its approved Annual Business Plan, and consistent with the Funding Plans (as appropriate), and within the parameters established and communicated in writing by the Minister, including Minister’s directions or Minister’s guidelines for the funding of activities that are developed under the ESA.
3. Directing the development of, and approving, the Annual Business Plan for submission to the Minister within the timelines prescribed in the AAD or agreed upon with the Ministry or as set out in this MOU.
4. Directing the preparation of, and approving, the Annual Report for submission to the Minister for approval for tabling in the Legislative Assembly within the timelines established by the Constituting Instruments or the AAD as applicable.
5. Making decisions consistent with the approved Annual Business Plan, approving funding for activities consistent with the ESA, the Regulation and the Funding Plans, and ensuring that the Agency operates within its budget allocation.
6. Ensuring that the Agency uses public funds with integrity and honesty, and only for the business of the Agency based on the principle of value for money, and in compliance with applicable legislation, the Constituting Instruments, and Applicable Government Directives.
7. Ensuring that the Agency is governed in an effective and efficient manner according to accepted business and financial practices, and in accordance with Applicable Government Directives.
8. Establishing such Board committees or oversight mechanisms as may be required to advise the Board on effective management, governance or accountability procedures for the Agency.
9. Approving the MOU, and any amendments to the MOU, in a timely manner and authorizing the Chair to sign the MOU, or any amendments to the MOU, on behalf of the Agency.
10. Approving the Agency’s reports and reviews that may be requested by the Minister from time to time for submissions to the Minister within agreed upon timelines.
11. 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.
12. Where applicable, ensuring that conflict of interest rules that employees and government appointees of the Agency are required to follow, as set out in Ontario Regulation 381/07: Conflict of Interest Rules for Public Servants (Ministry) and Former Public Servants (Ministry), once the Agency is prescribed as a public body under the PSOA (or as have been approved and published by the Conflict of Interest Commissioner on the Commissioner’s website), are in place for the Members and employees of the Agency.
13. Establishing performance measures, targets and management systems for monitoring and assessing the Agency’s performance.
14. Directing corrective action on the functioning or operations of the Agency, if needed.
15. Cooperating with and sharing any relevant information on any risk-based or periodic review directed by the Minister or TB/MBC.
16. Consulting, as appropriate, with stakeholders on the Agency’s goals, objectives and strategic directions.
17. Providing advice to the Government, through the Minister, on issues within or affecting the Agency’s mandate and operations.
18. Setting and reporting on the strategic direction for the Agency according to the Minister’s mandate letter to the Agency, the Agency’s Annual Business Plan, the Funding Plans, Minister’s directions, Minister’s guidelines for the funding of activities that are developed under the ESA, and in consideration of lessons learned from the Five-year Report.
19. Directing the preparation of, and approving the Five-year Report and Funding Plans for submission to the Minister in accordance with the requirements and timelines set out in the Constituting Instruments and this MOU.
20. Appointing a CEO and setting performance objectives and remuneration terms linked to these performance objectives for the CEO which give due weight to the proper management and use of public resources.
21. Ensuring that the process for hiring the CEO is competitive, affordable and consistent with its Annual Business Plan, when developed, in order to attract and retain high-quality talent needed for the position.
22. Evaluating the performance of the CEO and pursuant to performance criteria established by the Board and the Chair.
23. Safekeeping of confidential and sensitive information.

8.4 Deputy Minister

The Deputy Minister is responsible for:

1. Advising and assisting the Minister regarding the Minister’s responsibilities for the Agency, including informing the Minister of policy direction, policies and priorities of relevance to the Agency’s mandate.
2. Advising the Minister on the requirements of the AAD, and other directives that apply to the Agency.
3. Recommending to the Minister, as may be necessary, the evaluation or review, including a risk-based review, of the Agency or any of its programs, or changes to the management framework or operations of the Agency.
4. Facilitating regular briefings and consultations between the Chair and the Minister, and between the Ministry staff and the Agency staff as needed.
5. Attesting to TB/MBC on the Agency’s compliance with the mandatory accountability requirements set out in the AAD and other applicable TB/MBC directives, the Government’s operational policies and policy directions based on the annual letter of compliance from the Chair to the Minister.
6. Ensuring that the Ministry and the Agency have the capacity and systems in place for on-going risk-based management, including appropriate oversight of the Agency.
7. Ensuring that the Agency has an appropriate risk management framework and a risk management plan in place for managing risks that the Agency may encounter in meeting its program or service delivery objectives.
8. Undertaking timely risk-based reviews of the Agency, its management or operations, as may be directed by the Minister or TB/MBC.
9. Establishing a framework for reviewing and assessing the Annual Business Plan and other reports.
10. Supporting the Minister in reviewing the performance targets, measures and results of the Agency.
11. Advising the Minister on documents submitted by the Agency to the Minister for review or approval, or both.
12. Submitting to the Minister, as part of the annual planning process, a risk assessment and management plan for each risk category applicable to the Agency.
13. Undertaking reviews of the Agency as may be directed by the Minister.
14. Cooperating with any review of the Agency as directed by the Minister or TB/MBC.
15. Monitoring the Agency on behalf of the Minister while respecting the Agency’s authority, identifying needs for corrective action where warranted, and recommending to the Minister ways of resolving any issues that might arise from time to time.
16. Negotiating a draft MOU with the Chair, as well as any amendments to the MOU, as directed by the Minister.
17. Consulting with the CEO or Chair, as needed, on matters of mutual importance including services provided to the Agency by the Ministry and compliance with TB/MBC directives and Ministry policies.
18. Meeting with the Chair or CEO as needed or as directed by the Minister, or on the request of the Chair or CEO.
19. Arranging for administrative, financial and other support to the Agency, as specified in this MOU.
20. Reporting to TBS on the Agency and the Ministry’s compliance with the AAD, as required.
21. Informing the Chair or CEO, in writing, of new Government directives and any exceptions to, or exemptions in whole or in part from, TB/MBC directives, Government policies, or Ministry administrative policies.
22. When required, submitting a report to the Secretary of TB/MBC on the wind-up of the Agency, following the disposition of any assets, completion of any outstanding responsibilities by the Agency, and the termination of any appointments.
23. Consult with the Chair on the performance evaluation of the CEO.

8.5 Chief Executive Officer

The CEO is responsible for:

1. Managing the day-to-day operational, financial, analytical, and administrative affairs of the Agency in accordance with the mandate of the Agency, Applicable Government Directives, accepted business and financial practices, and this MOU.
2. Advising the Chair on the requirements of and the Agency’s compliance with the AAD, as well as the Applicable Government Directives and Agency by-laws and policies, including annually attesting to the Chair on the Agency’s compliance with mandatory requirements.
3. Applying policies and procedures so that public funds are used with integrity and honesty.
4. Providing leadership and management to the Agency staff, including human and financial resources management, in accordance with the approved Annual Business Plan, accepted business and financial practices and standards, the Constituting Instruments, and Applicable Government Directives.
5. Establishing and applying a financial management framework for the Agency in accordance with applicable Minister of Finance/Treasury Board controllership directives, policies and guidelines.
6. Translating the goals, objectives and strategic directions of the Board into operational plans and activities in accordance with the approved Annual Business Plan and the Funding Plans.
7. Ensuring that the Agency has the oversight capacity and an effective oversight framework in place for monitoring its management, operations, and performance measures.
8. Keeping the Board, through the Chair, informed with respect to implementation of policy and the operations of the Agency.
9. Establishing and applying systems to ensure that the Agency operates within its approved Annual Business Plan.
10. Establishing and applying the Agency’s risk management framework and risk management plan in place as directed by the Chair.
11. Supporting the Chair and the Board in meeting their responsibilities, including compliance with all applicable legislation, Applicable Government Directives and other directives, policies, procedures, Agency by-laws and guidelines.
12. Carrying out in-year monitoring of the Agency’s performance and reporting on results to the Board through the Chair.
13. Keeping the Ministry and the Chair advised on issues or events that may concern the Minister, the Deputy Minister and/or the Chair in the exercise of their responsibilities.
14. Seeking support and advice from the Ministry, as appropriate, on Agency management issues.
15. Once the Agency is designated under FIPPA, ensuring that the responsibilities as the institution head are carried out as set out in Regulation 460: General for the purposes of FIPPA.
16. Establishing and applying a system for the retention of Agency documents and for making such documents publicly available when appropriate, for complying with FIPPA and the Archives and Recordkeeping Act where applicable.
17. Establishing and ensuring implementation of appropriate management systems for the effective operation of the Agency, including information technology systems to track species conservation charges that have been paid and/or refunded and activities funded.
18. Establishing and ensuring the proper management and maintenance of a website for the Agency in collaboration with the Ministry, which includes complying with the requirements for posting Agency documents on the website within the timelines established by the Constituting Instruments, the AAD, and this MOU, as requested by the Chair.
19. Undertaking timely risk-based reviews of the Agency’s management and operations.
20. Consulting with the Deputy Minister as needed, on matters of mutual importance, including services provided by the Ministry, and on Applicable Government Directives and Ministry policies.
21. Cooperating with any periodic reviews as directed by the Minister or TB/MBC.
22. Promoting ethical conduct, as directed by the Chair, and ensuring that all staff of the Agency are familiar with the ethical requirements of the PSOA and any applicable regulations and directives made under the PSOA, including in respect of conflict of interest, political activity, and the protected disclosure of wrongdoing.
23. Keeping the Board, through the Chair, informed about operational matters.
24. Preparing the Annual Report and Annual Business Plan as directed by the Board.
25. Preparing financial reports for approval by the Board.
26. Preparing, for approval by the Board, a performance review system for staff and implementing the system.
27. Attesting to the compliance of the Agency to Applicable Government Directives and policies and support the Board to provide the statement of compliance of the Agency.
28. Preparing and/or directing the preparation of the Five-year Report and the Funding Plans for approval by the Board.
29. Making recommendations to the Board on approaches for determining activities eligible for funding, and recommending or approving activities eligible for funding as directed by the Board, in accordance with the ESA and priorities set out in the Funding Plans.
30. Adhering to the roles and responsibilities set out in the Public Communications Protocol (Appendix 3) as the Agency’s communication lead.

9. Ethical framework

The Members who are appointed by the Lieutenant Governor in Council are subject to the conflict of interest provisions of the AAD and, when the Agency is prescribed as a public body as set out in subsection 4(b) of this MOU, the conflict of interest provisions of the PSOA and its regulations.

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

The Chair, as the ethics executive for the Agency, is responsible for ensuring that Appointees and staff of the Agency are informed of the ethical rules to which they are subject, including the rules on conflict of interest, political activity and protected disclosure of wrongdoing that apply to the Agency.

10. Reporting requirements

10.1 Annual business plan

1. The Chair will ensure that the Minister is provided annually with the Annual Business Plan covering a minimum of three (3) years from the upcoming Fiscal Year, which includes a financial budget and a risk assessment and risk management plan, for approval by the Minister. The Annual Business Plan shall be in accordance with the requirements set out in the ESA, the AAD and this MOU. The first Annual Business Plan is due March 1, 2023 and in accordance with the AAD, the first Annual Business Plan will be for a three-year period (i.e. Fiscal Years 2023-26). However, it is recognized that the Agency is in its early stages of operational establishment and consequently this first business plan will be focused on continuing to move toward operational independence and progress towards fulfilling the Agency’s legislative purpose with more of a focus on the Fiscal Year 2023-24 while still meeting the requirements of the AAD and that a more comprehensive business plan will follow in subsequent years.
2. As part of the Annual Business Plan, the Agency shall develop an operational policy which will set out approaches the Agency will take to minimize spending on administrative costs from the Fund and demonstrate fiscal responsibility and financial sustainability. The operational policy will include, as a minimum, the following information:
   1. Strategies and performance indicator(s) to minimize Agency administrative and operational costs in consideration of the amount of revenue received; 
   2. Approaches to manage and address current and/or potential future fiscal challenges, such as low revenue years or when refunds are issued (e.g., consideration of contingency fund);
   3. Description of how the Agency intends to minimize Fund moneys being spent on funded recipient administrative costs;
3. The Annual Business Plan is to be submitted to the Ministry’s chief administrative officer or designated lead executive within three months prior to the Agency’s Fiscal Year start. The first Annual Business Plan will be required for Fiscal Years 2023-26 in accordance with paragraph (a) above.
4. The Chair is responsible for ensuring that the Annual Business Plan includes a system of performance measures and reporting on the achievement of the objectives set out in the Annual Business Plan. The system must include performance goals, how they will be achieved, and targeted results and timeframes.
5. 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 requirements of the AAD to assess risks, develop and maintain necessary records, and reporting to TB/MBC.
6. The Minister will review the Annual Business Plan and will promptly advise the Chair whether or not the Minister concurs with the directions proposed by the Agency. The Minister may advise the Chair where and in what manner the Agency’s plan varies from Government or Ministry policy or priorities as may be required, and the Chair, on behalf of the Board, will revise the Agency’s plan accordingly. As best practice, the Minister should approve the Annual Business Plan before the start of the Agency’s Fiscal Year. The Annual Business Plan is only to be considered valid once the Minister has approved the plan and the approval has been expressed in writing.
7. In addition, TB/MBC may require the Minister to submit the Annual Business Plan to TB/MBC for review at any time.
8. The Chair, through the CEO, will ensure that the Minister-approved Annual Business Plan is made available to the public in an accessible format, in both official languages, on the Agency’s website within 30 calendar days of the Minister’s approval of the plan.

10.2 Annual report

1. The Chair is responsible for ensuring that the Annual Report is prepared and submitted to the Minister for approval within the timelines established by the Constituting Instruments or the AAD, as applicable. The first Annual Report will be required reporting on Fiscal Year 2022-23. The Annual Report shall be in accordance with the requirements set out in the Constituting Instruments this MOU and the AAD.
2. In addition to the requirements set out in the Act and AAD, the Annual Report will include the following:
   1. Total amount of revenue deposited into the Fund by type of deposit (e.g., species conservation charges, donation, funding from Crown);
   2. Total amount of payments for funded activities from the Fund to fulfil the purpose of the Fund;
   3. For each conservation species, the total amount of species conservation charges deposited into the Fund, refunds issued, and payments for funded activities from the Fund to fulfil the purpose of the Fund;
   4. A listing of Fund recipients and for each, the following information:
      1. the total amount of funds designated for the funded activity,
      2. the general location of the funded activity (e.g., municipality or territorial district),
      3. the amount paid in the year for which the report is being prepared (in accordance with the FIPPA),
      4. description of the funded activity, and
      5. the Conservation Fund Species the activity aims to protect or recover and the expected outcomes for that Conservation Fund Species.
   5. Proportion of Agency spending on administration and operations in relation to total species conservation charges received;
   6. Total amount of payments disbursed to funded recipients for administration costs.
3. The Chair, through the CEO, will ensure that the Annual Report is prepared in the format specified in the AAD.
4. The Minister will receive and review the Annual Report to confirm adherence with requirements set out in the Constituting Instruments, this MOU and the AAD, and will approve the Annual Report within the timelines established by the AAD.
5. The Minister will table the report in the Legislative Assembly in accordance with the timelines established by the AAD.
6. The Chair, through the CEO, will ensure that the Annual Report is publicly posted in an accessible format, in both official languages, on the Agency’s website after the Annual Report has been tabled in the Legislature and within the timelines established by the AAD.
7. When distributing the Annual Report, digital formats and channels for distribution must be used unless otherwise required (e.g., by directive, legislation).

10.3 Other reports

General

The Chair is responsible on behalf of the Board for:

1. Ensuring that the reports and documents set out in Appendix 1 to this MOU are submitted for review and approval, if applicable, by the Minister in accordance with the prescribed timelines.
2. Submitting a Procurement Report to Controllership in accordance with the requirements and timelines of the OPS Procurement Directive and set out in Appendix 1 to this MOU.   
3. Supplying specific data and other information, at the request of the Minister or the Deputy Minister, that may be required from time-to-time for the purpose of the Ministry’s administration.

Five-year report

4. The CEO is responsible for ensuring that the Five-year Report is prepared in accordance with the requirements set out in the Act and Ontario Regulation 656/21: Five-Year Report by Agency, made under the ESA, and submitted to the Minister, through the Chair, within three months following September 16, 2026 and every five years thereafter.
5. The Minister will review the Five-year Report and will provide comments to the Agency, as necessary, within 60 days of receiving the report. The Agency will consider the Minister’s comments prior to publicly posting the Five-year Report on the Agency’s website.  
6. The Chair, through the CEO, will ensure that the Five-year Report is publicly posted in an accessible format on the Agency’s website within 30 days after the Minister’s review of the Five-year Report.

Funding plans

7. The CEO is responsible for ensuring that Funding Plans are prepared and revised, as appropriate, for each Conservation Fund Species and submitted to the Minister, through the Chair, in accordance with the requirements and timelines set out in the Regulation. 
8. For each Conservation Fund Species, the CEO will ensure that a Funding Plan is completed and published on the Agency’s website before any funds are spent on the Conservation Fund Species.
9. The Chair, through the CEO, will ensure that the Funding Plans are publicly posted in an accessible format on the Agency’s website in accordance with the timelines set out in the Regulation.

11. Public posting requirements

1. The Chair, through the CEO and in collaboration with the Ministry, will ensure that the following approved documents are posted in on the Agency’s website within the specified timelines:
   1. MOU and any letter of affirmation – within 30 calendar days of signing by both parties;
   2. Agency mandate letter – no later than the corresponding Annual Business Plan;
   3. Annual Business Plan – in accordance with section 10.1(h) of this MOU;
   4. Annual Report – in accordance with section 10.2(f) of this MOU;
   5. Five-year Report – in accordance with section 10.3 (f) for the Five-year Report of this MOU;
   6. Funding Plans – in accordance with section 10.3 (i) for the Funding Plans of this MOU.
2. Posted 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 Agency will adhere to Government policies and guidelines regarding sensitive data for restricted species and undertake appropriate training where necessary (e.g., Natural Heritage Information Centre data sensitivity training).
3. The Agency, through the Chair on behalf of the Board, will ensure that the expense information for Appointees, the CEO and any senior management staff that reports directly to the CEO are posted on the Agency website, in accordance with the requirements of the MBC Travel, Meal and Hospitality Expenses Directive.
4. The Agency, through the Chair on behalf of the Board, will ensure that the following information is posted on the Agency’s website:
   1. The Agency’s contact information and certain information on Agency directors and officers including names and term length for directors.
   2. A description of funded activities including the recipient of the funds (in accordance with FIPPA), the amount funded, the benefitting species, the general location (i.e., municipality or territorial district) and expected outcome of the activity. 
5. The Agency, through the Chair on behalf of the Board, will ensure that any other applicable public posting requirements are met, including requirements of the French Language Services Act.

Please refer to Appendix 3 for full communications protocol.

12. Communications and issues management

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

The Minister and the Chair on behalf of the Board, therefore, agree that:

1. The Chair will keep the Minister advised, in a timely manner, of all planned events or issues, including contentious matters, that concern or can be reasonably be expected to concern the Minister in the exercise of responsibilities.
2. The Minister will consult with the Chair in a timely manner, as appropriate, on broad Government policy initiatives or legislation being considered by the Government that may impact on the Agency’s mandate or functions, or which otherwise will have a significant impact on the Agency.
3. The Minister and the Chair, or Deputy Minister and CEO, will consult on public communication strategies and publications. They will keep each other informed of the results of stakeholder and other public consultations and discussions, including engagement with Indigenous peoples.
4. The Minister and the Chair will meet at least annually, or as requested by either party, to discuss issues relating to the fulfillment and delivery of the Agency’s mandate, management and operations.
5. The Deputy Minister and the CEO will meet at least annually, or as requested by either party, to discuss issues relating to the delivery of the Board’s mandate and the efficient operation of the Agency and the provision of services by the Ministry to the Agency, as applicable. The Deputy Minister and the CEO shall provide timely information and advice to each other concerning significant matters affecting the Agency’s management or operations.
6. The Agency and Ministry will adhere to the Public Communications Protocol set out in Appendix 3 to this MOU for ongoing issues management.

Please refer to Appendix 3 for full communications protocol.

13. Administrative arrangements

13.1 Applicable government directives

1. The Chair, on behalf of the Board, is responsible for ensuring that the Agency operates in accordance with all Applicable Government Directives, as well as applicable Ministry financial and administrative policies and procedures. Appendix 2 to this MOU provides a list of some of the applicable directives, guidelines and policies.
2. The Ministry will inform the Agency of amendments or additions to directives, policies and guidelines that apply to the Agency; however, the Agency is responsible for complying with all directives, policies and guidelines to which it is subject.
3. In addition to complying with the Realty Directive, the Agency shall comply with the Ministry of Infrastructure Realty Policy including any appendices to this policy when acquiring space for accommodation and program purposes. The Ministry will ensure that the Agency is provided with any updates to this policy.
4. The Chair, on behalf of the Board, is responsible for ensuring that clear expectations are established for transfer payment recipients, in accordance with the Transfer Payment Accountability Directive and the Transfer Payment Operational Policy, and for ensuring effective diligence when setting up and monitoring transfer payment contracts to ensure commitments are fulfilled, and the right controls are in place to ensure the prudent use of taxpayers’ money.
5. When acquiring goods and services from third parties, the Agency shall follow all Applicable Government Directives related to procurement and the Agency’s own procurement policy.

13.2 Administrative and organizational support services

1. The Agency may request support from the Ministry regarding the provision of administrative and organizational services. The Deputy Minister will ensure that the support or services provided to the Agency, including legal services, are of the same quality as those provided to the Ministry’s own divisions and branches.
2. The Agency may request support from the Ministry, from time to time, regarding engagement with Indigenous peoples.

13.3 Agreements with third parties and procurement

1. The Agency must ensure that, prior to entering into any agreement with a third party, any requirement for the Agency to make a payment is consistent with the ESA, the Regulation, section 28 of the Financial Administration Act, R.S.O. 1990, c. F.12, as amended,and any Applicable Government Directives.
2. The Agency must ensure that any funding agreement with a third party meets the following:
   1. The activities being undertaken by the third party are eligible for funding in accordance with the ESA, the Regulation and any Minister’s guidelines for the funding of activities that are developed under the ESA.
   2. The third party is responsible for identifying and obtaining any permits, licences or other approvals required to undertake the activity, including required authorizations under the ESA.
   3. The third party is responsible for disclosing any other sources of funding being received for undertaking the activity, and that they are not already receiving funding to undertake the same part of the activity that is being funded by the Agency.
   4. The third party is responsible for disclosing how much of the funding received from the Agency will be spent on administration for the funded project/activities.
   5. The third party will conduct appropriate monitoring and reporting of activities which are consistent with Applicable Government Directives as set out in the agreement, to support the Agency’s reporting requirements, including its Five-year Report. 
3. The Agency is to consider mechanisms for encouraging funded parties to publicly report on the outcomes of their funded activities through the funding agreements, in accordance with any Applicable Government Directives.
4. The Agency shall operate in compliance with all Applicable Government Directives (including, without limitation, the Transfer Payment Accountability Directive, the Transfer Payment Operational Policy and the OPS Procurement Directive as it applies to Other Included Entities as that term is defined in the Directive), when entering into an agreement with a third party and shall ensure that the execution of the agreement is in accordance with the Agency’s governance.
5. The Agency will keep the Director, Business and Fiscal Branch of the Ministry advised in a timely manner of any debt collection court action that it plans to initiate with respect to a debt owing to the Agency under a third-party agreement.

13.4 Legal services

1. The Agency and the Ministry of the Attorney General, through the Ministry’s Legal Services Branch, shall establish a protocol document in relation to the provision of legal services to the Agency.
2. The Agency may request outside legal services when it requires expertise which is unavailable within the Ministry of the Attorney General or when the use of a law office of the Crown would result in any conflict of interest.
3. If required, outside legal services will be acquired in accordance with the Ministry of the Attorney General’s Operating Policy on Acquiring and Using Legal Services.

13.5 Creation, collection, maintenance and disposition of records

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

13.6 Intellectual property

1. The Chair, on behalf of the Board, is responsible for ensuring that the legal, financial and other interests of the Government related to intellectual property are protected in any contract that the Agency may execute with a third party that involves the creation of intellectual property.
2. The Agency must follow TB/MBC’s Governance and Management of Information Technology Directive in conjunction with the Corporate Policy on Recordkeeping; Managing, Distributing and Pricing Government Information Directive and any accompanying policies and guidelines.

13.7 Freedom of information and protection of privacy

1. The Chair and the Minister acknowledge that when the Agency is designated as an institution for purposes of the FIPPA, the Agency is bound to follow the requirements set out in the FIPPA in relation to the collection, retention, security, use, distribution and disposal of records.
2. The CEO shall be the institution head for the purposes of the FIPPA.
3. The Agency and Ministry will work together to supply specific data and other information that is requested by either party in a manner that is agreed upon and within reasonable timeframes in order to meet information needs.
4. The Agency will, at the request of the Ministry, supply specific data and other information within reasonable timeframes required by the Ministry.
5. The parties acknowledge that all information provided to the Minister or the Ministry by the Agency is under the control of the Minister within the meaning of the FIPPA.
6. Any data or materials provided by the Agency to the Minister or the Ministry which are confidential and are to remain confidential shall be clearly marked as confidential by the Agency. In the event that the Minister receives a request under the FIPPA relating to disclosure of any such confidential information, the Minister shall provide the Agency with notice to that effect.
7. Notwithstanding the foregoing, the Agency acknowledges that the Ministry is bound by the FIPPA and may be required by law or by order of the Information and Privacy Commissioner, a court or tribunal to disclose confidential information of the Agency provided by the Agency to the Minister. Any requests for information by the Agency to the Ministry will be reviewed to ensure compliance with the FIPPA.

13.8 Service standards

1. The Agency shall establish customer service and quality standards that are consistent with the appropriate standards of the Government, the Ministry and the Ontario Public Service.
2. The Chair will ensure that the Agency delivers its services at a quality standard that reflects the principles and requirements of the OPS Service Directive.
3. The Agency will develop a formal process for responding to complaints about the quality of services received by the public consistent with the Government’s service quality standards.
4. The Annual Business Plan will include performance measures and targets for service and the Agency’s response to complaints.
5. The Agency shall comply with the Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11, as amended.
6. The Agency will ensure that a receipt is provided, in a timely manner, to the person who has paid a species conservation charge, and for donations made or refunds issued. Receipts for species conservation charges paid or refunds issued are to include the following information:
   1. Name and contact information of the person who has paid the charge or who has been issued a refund;
   2. Identifier assigned by the Ministry of the relevant ESA authorization;
   3. Total amount of the charge paid or refunded and the payment/refund date, by Conservation Fund Species;
   4. Municipality or territorial district of the authorized activity that is associated with the payment/refund.
7. The Agency will copy the Ministry on receipts that are issued to persons for species conservation charges paid and refunds issued.

14. Financial arrangements

14.1 General

1. All financial procedures for the Agency shall be in accordance with the requirements of the Act, the Regulation, Agency by-laws, applicable TB/MBC and Ministry of Finance directives and guidelines, Ministry corporate financial and administrative policies and procedures, and other Government guidelines, directives and policies, including those  set out in Appendix 2 of this MOU.
2. Unless the Minister of Finance directs another person to do so, the Ontario Financing Authority shall co-ordinate and arrange all borrowing, investing of funds and managing of financial risk of the Agency in accordance with the ESA.
3. As per section 20.10(b) of the ESA, the Agency may make payments out of the Fund to reimburse the Crown for expenditures incurred by the Crown in relation to establishing the Agency or for any funding advanced by the Crown from time to time. In such instance, the Minister will issue a direction to the Agency indicating the amount of the payment and will direct the Ministry to provide the Agency with documentation to support the payment.
4. Pursuant to Section 28 of the Financial Administration Act, R.S.O. 1990, c. F.12, as amended, the Agency shall not enter into any financial arrangement or commitment, guarantee, indemnity or similar transaction that may increase, directly or indirectly, the indebtedness or contingent liabilities of the Government without the written approval of the Minister of Finance and/or the President of the Treasury Board, as applicable. The Minister’s approval is required before seeking statutory approval from the Minister of Finance and/or the President of the Treasury Board.
5. In the event that the Agency must reallocate resources as a result of its operating allocations being adjusted as ordered by Cabinet or the Minister, the Agency shall inform and discuss the changes with the Ministry before making such changes.
6. The Board shall determine the maximum expenditure that may be processed by the CEO.

14.2 Funding

1. The Agency shall maintain a Canadian bank account in its own name and manage its financial activities, including leasing, investment and management of cash in accordance with the Ontario Financing Authority’s policy directions and requirements in the ESA.
2. The Agency’s funding arrangements and the use of its revenues shall be in accordance with the requirements in the Constituting Instruments.
3. Activities eligible to receive funding from the Fund will be in accordance with the requirements in the Constituting Instruments. For greater certainty, the following activities are eligible to receive funding from the Fund:
   1. An agreement made under section 16 of the Act.
   2. A permit issued under clause 17 (2) (b) of the Act.
   3. An exemption set out in the following provisions of Ontario Regulation 242/08: (General) made under the Act:
      1. Section 23.11 (ecosystem protection).
      2. Section 23.17(species protection, recovery activities).
4. The Agency may receive funding from the Government, which shall be out of the Consolidated Revenue Fund pursuant to an appropriation authorized by the Legislative Assembly, and is subject to adjustments made by the Minister, TB/MBC or the Legislative Assembly, and in accordance with the following:
   1. At the Minister’s request, the CEO will prepare estimates of the Agency’s expenditures for inclusion in the Ministry’s business plan for presentation to the Legislative Assembly. The Chair will deliver these estimates to the Minister in sufficient time to be analyzed and approved by the Minister.
   2. The estimates provided by the Chair may, after appropriate consultation with the Chair, be altered as required. The parties acknowledge that TB/MBC has final decision-making authority.
5. Financial procedures of the Agency must be in accordance with TB/MBC and Ministry of Finance directives and guidelines and other applicable Government direction.
6. The Agency has the power under sections 20.2(1) and 20.5(1) of the ESA to receive donations and enter into funding arrangements to fund its program.

14.3 Financial reports

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

14.4 Taxation status: Harmonized Sales Tax (HST)

Collection/remittance of HST

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

Payment/recovery of HST

2. The Agency is responsible for paying HST where applicable, in accordance with the Excise Tax Act (Canada).
3. The Agencywill make an application to be added to Schedule “A” of the Canada-Ontario Reciprocal Taxation Agreement.
   If the Agency’s application is accepted, then:
   1. The Agency would be entitled to claim HST government rebates in respect of any HST paid by it, subject to any restrictions specified by Finance Canada.
   2. The Agency will not claim an HST government rebate in respect of tax for which it has claimed a refund, input tax credit or other rebate under the Excise Tax Act (Canada).
   3. The Agency is responsible for providing the Ministry of Finance or the Canada Revenue Agency, upon request, with any information necessary to determine the amount of an HST government rebate.

   If the Agency’s application is not accepted, then:

   1. The Agency would not be entitled to claim HST government rebates.
   2. The Agency would be expected to claim any refunds, input tax credits or other rebates under the Excise Tax Act (Canada) for which it is eligible.

15. Audit and review arrangements

15.1 Audits

1. The Agency is subject to periodic review and value-for-money audit by the Auditor General of Ontario under the Auditor General Act, R.S.O. 1990, c. A.35, as amended, or by the Ontario Internal Audit Division of TBS.
2. The Ontario Internal Audit Division may also carry out an internal audit, if approved to do so by the Ministry’s Audit Committee or by the Corporate Audit Committee.
3. Regardless of any previous or annual external audit, the Minister may direct that the Agency be audited at any time.
4. The Agency will promptly provide a copy of every report from an audit to the Minister. The Agency will also provide a copy of its response to the audit report and any recommendations therein. The Agency will advise the Minister annually on any outstanding audit recommendations.
5. The Chair, on behalf of the Board, may request an external audit of the financial transactions or management controls of the Agency, at the Agency’s expense.
6. The accounts of the Agency shall be audited annually by an auditor (or auditors) appointed by the Board and in accordance with the ESA. The Agency shall include its audited financial statements in its Annual Report.

15.2 Other reviews

1. The Agency is subject to periodic review initiated at the discretion and direction of TB/MBC or the Minister. The review may cover such matters relating to the Agency that are determined by TB/MBC or the Minister, and may include the mandate, powers, governance structure and/or operations of the Agency.
2. In requiring a periodic review, the Minister or TB/MBC shall determine the timing and responsibility for conducting the review, the roles of the Chair, the Board, and the Minister, and how any other parties may be involved.
3. A mandate review of the Agency will be conducted at least once every six years.
4. The Minister will consult the Chair, on behalf of the Board, as appropriate during any such review.
5. The Chair, the CEO, and the Board will cooperate in any such review.
6. In the event of a review initiated at the direction of the Minister, the Minister shall submit any recommendations for change that are developed from the results of the review regarding the Agency to TB/MBC for consideration.

16. Staffing and appointments

16.1 Staffing requirements

1. Pursuant to subsection 20.4(4) of the ESA, the Agency may employ or otherwise engage persons for the proper conduct of its activities. The Agency may prescribe their duties and other terms of engagement and provide for payment of the remuneration and expenses of such persons in accordance with Government policy, directives and guidelines.
2. When the Agency is prescribed as a public body as set out in subsection 4(b) of this MOU, every employee of the Agency is a public servant for purposes of the PSOA, and every employee is subject to the ethical framework under, and all applicable parts of, the PSOA.
3. Employees of the Agency as are considered necessary for the proper conduct of the business of the Agency will be hired exclusive of Part III of the PSOA consistent with Board approved policies and processes.

16.2 Appointments

1. The Chair and the Vice-chair(s) are appointed by the Lieutenant Governor in Council on the recommendation of the Minister pursuant to 3(6) of the Regulation for a term not exceeding three years, with further re-appointments allowed, each not exceeding three years.
2. The Members are appointed by the Lieutenant Governor in Council on the recommendation of the Minister pursuant to 3(1) of the Regulation for a term not exceeding three years, with further re-appointments allowed, each not exceeding three years.
3. The minimum and maximum number of Members is not fewer than three and not more than five Members as set out in the Regulation.

16.3 Remuneration

1. Remuneration for Members is set by the Lieutenant Governor in Council.
2. As set out in order in council 1356/2021, the following rates of remuneration apply to persons appointed to the Board during the term of their appointment subject to any superseding order in council:
   1. for the Member who is also Chair, $225.00 per diem;
   2. for any Member who is also Vice-chair, $175.00 per diem;
   3. for any other Member, $150 per diem.
3. Travel expenses of Members must comply with the Travel, Meal and Hospitality Expenses Directive. Reasonable expenses shall be reimbursed.

17. Risk management, liability protection and insurance

17.1 Risk management

1. The Chair, on behalf of the Board, is responsible for ensuring that a risk management strategy is developed for the Agency, in accordance with the Ontario Public Service Risk Management process.
2. The Agency shall ensure that the risks it faces are addressed in an appropriate manner.

17.2 Liability protection and insurance

1. The Agency will purchase third party liability insurance coverage to protect itself against claims that might arise from anything done, or omitted to be done, by the Agency or its directors, officers, employees or agents, and from anything done or omitted to be done where bodily or personal injury, death or property damage, including loss of use thereof, is caused.
2. The Agency will inform the Director, Business and Fiscal Planning Branch of the Ministry as well as the Ministry’s Agency liaison, as to the amount, type and cost of the Agency’s insurance coverage.
3. The Agency will cause its insurers to provide to both of the Agency and the Ministry certificates of insurance, or other proof as may be requested by the Agency or the Ministry, that confirms the insurance coverage as provided for in section 17.2 of this MOU and renewal replacements on or before the expiry of any such insurance.

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

1. This MOU becomes effective on the date it is signed by the Minister as the last party to execute it and continues in effect until it is revoked or replaced by a subsequent MOU, or amendment, signed by the Minister and the Chair.
2. A copy of the signed MOU and any successor MOU must be provided to the Secretary of TB/MBC.
3. Upon a change in the Minister or Chair, both parties must affirm by letter that this MOU will continue in force (and attach the signed letter to the MOU); or alternatively, they may agree to revise it and sign a new MOU within six (6) months of the change.
4. A copy of the letter of affirmation, or a new MOU between the Minister and Chair, must be provided to the Secretary of TB/MBC within six months of the new party or parties’ commencement.
5. Either the Minister or the Chair, on behalf of the Board, may initiate a review and/or amendment of this MOU by written request to the other.
6. If either of the parties deems it expedient to amend this MOU, they may do so only in writing. Any amendment shall only be effective after approval by the parties.
7. A full review and replacement of this MOU will be conducted immediately in the event of a significant change to the Agency’s mandate, powers or governance structure as a result of an amendment to the ESA or the Regulation.
8. At a minimum, this MOU will be reviewed at least once every 5 years, or upon change in Chair or Minister, to ensure it is current and consistent with Government expectations.

19. Signatures

1. This MOU may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and may be delivered by email transmission of an electronic document (such as PDF file format).
2. Each of the undersigned acknowledge that in providing their name on the applicable line below in electronic form will constitute a signature for the purposes of the Electronic Commerce Act, 2000, S.O. 2000, c. 17, as amended.
    

   Doug Varty
   Chair
   Species at Risk Conservation Trust

   David Piccini
   Minister
   Ministry of the Environment, Conservation and Parks

Appendix 1: summary of agency reporting requirements

Appendix 2: applicable Government of Ontario directives, guidelines and policies

1. The following are some of the government directives, guidelines and policies that apply to the Agency. Successor directives, guidelines and policies to those set out below will be equally applicable:
   • Agencies & Appointments Directive 
   • Accountability Directive
   • Accounting Advice Directive
   • Advertising Content Directive
   • Broader Public Sector Compensation Information Directive, under the Broader Public Sector Executive Compensation Act
   • Business Planning & Allocations Directive
   • Communications in French Directive
   • Digital and Data Directive
   • Disclosure of Wrongdoing Directive for Employees and Appointees in Public Bodies
   • Executive Compensation Framework Compliance Report Directive
   • Governance and Management of Information Technology Directive in conjunction with the Corporate Policy on Recordkeeping; Managing, Distributing and Pricing Government Information Directive
   • Government Publications Directive
   • Indemnification Directive
   • Internal Audit Directive
   • Ministry of Infrastructure Realty Policy
   • Realty Directive
   • OPS Service Directive
   • Perquisites Directive
   • Ontario Public Service Procurement Directive, as it applies to Other Included Entities
   • Procurement Directive on Advertising, Public and Media Relations, and Creative Communications Services
   • Transfer Payment Accountability Directive
   • Transfer Payment Operational Policy
   • Travel, Meal and Hospitality Expenses Directive
   • Visual Identity Directive
2. The Agency is responsible for complying with all directives, policies and guidelines to which it is subject, irrespective of whether it is included on the list above. 
3. The Ministry will inform the Agency of amendments or additions to directives, policies and guidelines that apply to the Agency.

Appendix 3: public communications protocol

1. Purpose
   
   The purpose of this communications protocol is to set out a framework for the Ministry and Agency to collaborate on public communications. Clear and direct lines of communication between the Ministry and the Agency are essential. This communications protocol will support both the Agency’s implementation of its legislated mandate and the promotion of the work it does. It will also support the Minister’s accountability to the Legislative Assembly and to Cabinet for the same.
2. Definitions
   1. “Public 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 hard copy report
      • Electronic form, such as a posting to a website or through social media.
   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
      • Indigenous peoples or groups
      • service delivery partners
3. The Agency will comply with the TB/MBC Visual Identity Directive and identify itself in all media responses and news releases and on its website and social media channels as an Agency of the Government of Ontario.
4. The Ministry and the Agency will appoint persons to serve as public communications “leads”.
   • The Ministry lead is the Director of Communications or designate (via Communications Branch).
   • The Agency lead is the Chief Executive Officer.
   • The contact for the Species at Risk Branch is the Director of the Species at Risk Branch or designate.
5. For the purpose of this protocol, public communications are divided into three categories.
   1. Any day-to-day operational business of the Agency and its programs that do not have direct implications for either the Ministry or the Government.
      • The Agency should share their public communication materials to the Ministry’s Communications Branch and the Species at Risk Branch of the Ministry, who will circulate as needed within the Ministry.
      • The Agency should share reports, such as expense reports, and other content for posting on the agency’s webpage with the Ministry’s Communications Branch and the Species at Risk Branch well in advance of release dates.
   2. Media responses, news releases or communications plans where provincial or ministerial messaging on Government priorities would enhance the Agency’s or the Government’s profile, or would provide opportunities for local MPP announcements.
      • The CEO will notify the Ministry’s Communications Branch and Species at Risk Branch of upcoming media responses, news releases, and communications plans at least fifteen (15) days in advance for all planned public communications.
      • The Agency must also request approval of news releases or communications plans seven (7) days prior to the date required.
      • Final approval is required from the Minister’s office and will be sought via the Ministry’s Communications Branch.
      • The Agency should share content for posting on the agency’s webpage with the Ministry’s Communications Branch and the Species at Risk Branch in advance of release dates.
   3. Media responses, and news releases in response to contentious issues that may have direct implications for either the Ministry or the Government, or are likely to result in inquiries being directed to the Minister or Government (including all funding or grant announcements and contentious issues).
      • For all contentious issues, the CEO will notify the Ministry’s Communications Branch and Species at Risk Branch immediately upon becoming aware of the issue and will notify the Deputy Minister’s office simultaneously. The Communications Branch may also advise the Agency of contentious issues that require attention. The Agency will provide all required background information on the issue to the Communications Branch, which will arrange to have an issues note prepared.
      • The Agency must obtain Ministry approval prior to issuing media responses or news releases in this category. The Agency lead will provide the media response or news releases to the Ministry’s Communications Branch which will initiate the approval process within the Ministry and notify the Species at Risk Branch as appropriate.
      • Final approval on media responses and news releases in this category is required from the Minister’s office.