Public proceedings of the Board

Meeting of the Board of Directors on June 19, 2015

Attendance

Board members present

John McCamus (Chair); Aly Alibhai; Nancy Cooper; Michelle Haigh; John Liston; James McNee; Derry Millar; Tim Murphy; James Yakimovich; Robert W. Ward (CEO/Ex Officio)

Staff

Mary-Ann Cochetto; Vince Correia; Rosanne De Lio; David Field; Sue McCaffrey; Stephanie Mealing; Michelle Sguin; Rod Strain

Guests

Robert Lapper, CEO, Law Society of Upper Canada; Professor Anthony Doob, Centre for Criminology and Socio-legal Studies, University of Toronto; Jerry Koh, Manager, Innovation and Research, MaRS Solutions Lab.

1. Meeting agenda

The meeting agenda was adopted.

2. Disclosure of conflict of interest

No conflict of interest was identified.

3. Board of directors meetings

3.1 Decision

Minutes of the April 9, 10 and May 27, 2015 Board were adopted.

4. Chairs report

4.1 Verbal report

The spring Board advisory committee meetings have taken place. The update report and minutes are available for review.

LAO has received a Freedom of Information (FOI) request for the minutes of the Immigration and Refugee Advisory Committee meetings. Staff are assessing LAOs confidentiality obligations pursuant to the Advisory Committee Terms of Reference, and may redact items of a confidential or sensitive nature and/or issues that would intrude on the personal privacy of members before posting.

Disclosure of advisory committee minutes is recommended going forward, but LAO must clarify those discussions that are confidential will be held in camera.

The Board will canvas confidentiality of advisory committee meetings with members of the advisory committees in the fall, and bring the subject back to the Board for further discussion.

A Board member suggested that Board advisory committees be invited to make recommendations on CEO succession. Members of the clinic law advisory committee provided most of the feedback.

The Chair and the CEO attended the Association of Community Legal Clinics of Ontario (ACLCO) annual general meeting dinner. An ACLCO Board member acknowledged the support that the LAO President and CEO has provided to the clinics over the years, and presented him with a small token of appreciation.

4.2 Report on executive compensation

The Chair reported as follows:

  • LAO cannot resolve executive compensation matters on its own, because this is subject to the control of Management Board of Cabinet.
  • LAO has made a statement of proposed compensation framework principles within which an executive compensation sub-committee of the Board could operate in reaching an ultimate policy, to be approved by Management Board of Cabinet.

The President and CEO reported that:

  • the compensation framework for the President and CEO and Vice-Presidents has not changed since 2007
  • LAO proposes to create several different options that would create an appropriate balance between Vice-Presidents and the CEO level
  • the CEO salary level should be comparable to a Deputy Ministers salary
  • the work of LAOs Vice-Presidents and MAGs Assistant Deputy Ministers (ADMs) is very similar, but LAO executives at the ADM level have much greater monetary accountability and hiring authority
  • the Ontario Public Service (OPS) is moving away from bonuses and pay-for-performance structures in favour of appropriate base salaries.

The Chair highlighted the options available for CEO compensation and the differences in the value of the benefits between the Ministrys and LAOs compensation frameworks.

He then advised that:

  • he is appointing, at staffs recommendation, a sub-committee of the LAO Board to discuss proposals for a draft executive compensation framework and to commence a dialogue with Management Board of Cabinet
  • they will provide the full Board with a final presentation for final approval in the fall
  • Management Board of Cabinets ultimate directives could be mandatory or could provide a range of options.

A Board member expressed enthusiasm at the prospect of informing Management Board of Cabinet that, from the Boards perspective, LAOs Vice-Presidents are performing at the highest level possible.

Decisions

The Board:

  • received the Chairs report
  • received the report on executive compensation
  • approved the establishment of a Board sub-committee to discuss the executive compensation framework with Management Board of Cabinet.

5. President and CEO report (continued from June 18)

5.1 Clinic transformation projects

Some clinic transformation projects are going well. A number of clinics are engaging in discussions about possible clinic amalgamations and/or co-locations.

The GTA clinic transformation approach, however, as proposed by the GTA Vision Report, did not garner the support required to move it forward, and the GTA transformation project will come to a close. Any remaining budget allocated to the project will be returned. The President and CEO commended the enormous contribution of the GTA transformation project leads, Marjorie Hiley and Jack DeKlerk.

A number of clinics, including some in the GTA, continue to discuss alternative approaches to modernization.

The proposed co-location of specialty clinics will likely achieve substantial administrative savings, which could be reallocated to increased client service.

5.2 Financial eligibility

Consultation with stakeholder groups is ongoing. Some groups have supported the changes enthusiastically, while others have expressed some concerns.

The Presidents Report annex contains written responses from stakeholders on proposed enhancements to financial eligibility that would result in increases in services and certificate numbers.

5.3 Financial update

Overall, LAOs financial situation and staff morale are robust. LAO continues to deal with the in-year deficit as well as the long-term structural deficit that could result if the scheduled tariff increases remain unfunded.

The Board discussed concerns about a proposal to cut back on the number of articling students as a cost-saving measure. The organization will reach the point where it will be unable to absorb additional articling students. This matter will be brought back to the Board at a future meeting.

Decision

The Board received the second instalment of the President and CEOs report.

6. Board reports

6.1 Corporate Service Reports

6.1.1 Audited financial statements for the year ended March 31, 2015

The Vice-President and CAO presented these statements, along with the Auditor Generals audit opinion letter. She reported that:

  • the financial statements contain a few minor adjustments to the earlier version that the Board approved at its May meeting
  • LAO has provided MAG with LAOs draft financial statements to March 31, 2015.
  • The unfunded liability was brought to MAGs attention.
Decision

The Board received LAOs audited financial statements for the year ended March 31, 2015.

6.1.2 Audited employee pension plan financial statements for the year ended December 31, 2014

The Vice-President and CAO presented the audit report for the financial statements for the trust fund of the Legal Aid Ontario employees pension plan for the year ended December 31, 2014.

Decision

The Board received the audited financial statements of the trust fund of the Legal Aid Ontario employees pension plan for the year ended December 31, 2014.

6.1.3 Report on LAOs financial pressures

The Vice-President and CAO presented a report addressing financial pressures that LAO will be facing in 2016/17 and 2017/18.

Decision

The Board received the report.

6.1.4 LAOs 2014/15 draft business plan

The Vice-President, Strategic Planning and Compliance, presented this report. Once approved by the Board, this report, which includes an environmental scan, will be delivered to the Ministry of the Attorney General within the timeframe prescribed. The Chair expressed his appreciation to the Vice-President, Strategic Planning and Compliance and to the Director, Business Intelligence and Statistics.

Decision

The Board approved LAOs 2014/15 draft business plan, including the environmental scan.

6.1.5 Staff lawyer development consultation strategy

The Vice-President and CAO presented this report. LAO will canvas staff lawyers on a number of issues that will help to ensure a rewarding career, improve their competencies and provide them with an opportunity to offer more services, particularly in light of expanded financial eligibility.

Staff lawyers will be asked, for instance:

  • what more do they think they can do in the way of client service?
  • what training do they think they need?
  • what gaps in the justice system can they fill?
Decision

The Board received the report on consultation with staff lawyers.

7. Committee Reports

7.1 Audit and Finance Committee

The Board adopted the minutes of the meeting of the Audit and Finance Committee held May 27, 2015.

8. Annexes (received for information)

Decision

The Board received the panel removal process report; business continuity and emergency management status update; and an outline of 2016/17 business plan and environmental scan.

9. Conclusion

The meeting adjourned.

Board members commenced their annual retreat and strategic planning session (in camera).