Board of directors e‑meeting February 22, 2019
Published: February 22, 2019
- John McCamus (Chair)
- Remy Boulbol
- Nancy Cooper (by teleconference)
- Christa Freiler
- Carol Hartman (by teleconference)
- Derry Millar
- Michel Robillard
- James Yakimovich
- Ann Marie Yantz
- David Field (CEO/Ex Officio)
- Janet Budgell
- Mary-Ann Cocchetto (by teleconference)
- Louis Dimitracopoulos
- Vadim Jakobson
- Karl Martineau
- David McKillop
- Stephanie Mealing
- Heather Morgan
- Marinella Vanstone
- Peter Owsiany
- Sean Robichaud
1. Meeting agenda
The meeting agenda was adopted.
2. Disclosure of Conflict of Interest
No conflict of interest was identified.
3. Minutes of Board of Directors Meetings
- Minutes of the December 6, 2018 Board Meeting
- Minutes of the December 7, 2018 Board Meeting
- Minutes of the January 26, 2019 Board Meeting
DECISION: The Minutes of the Board meetings held, December 6, 2018, December 7, 2018 and January 26, 2019 were adopted.
4. Chair’s Report
The Chair reported that he attended the following events:
Meeting with the Attorney General and MAG – the Chair and the President met with the Attorney General of Ontario, members of her staff and senior-level representatives from the Ministry. Discussions centred mainly on LAO’s operations, budgetary issues and identification of potential savings. A follow-up session was held with the AG’s staff, at which time the Deputy expressed an interest in learning about the services provided by LAO’s community legal clinics.
Brainstorming Session of Justice Reform – the Chair attended a “Brainstorming Session on Improvements to Ontario’s Justice System” sponsored by the Attorney General and the Chief Justice of Ontario. The session was attended by representatives from stakeholder associations and MAG. Attendees were invited to respond to a series of questions about setting priorities to facilitate possible reforms of the administration of justice. The Chief Justice proposed setting up a number of working groups to explore options. Subsequent to the session, LAO provided its written submissions for circulation by the Chief Justice.
Foreign Delegations – the Chair met with and made a presentation to a delegation from Japan. As well, a delegation from Mongolia was scheduled to visit LAO, but had to postpone.
Sidney B. Linden Award – this year’s award recipient is Mary Birdsell, Executive Director of Justice for Children and Youth. In addition to managing the operations of the clinic, Mary is also heavily involved in the development of a program that seeks out and provides legal services to homeless street youth.
Interim Appointments to the Board Advisory Committees – the Chair presented a report on Appointments to the Board Advisory Committees. He reported that staff have provided a list of recommendations for new membership on the committees. The Chair is proposing that the Board approve the recommended named members as suggested in the memo and that staff come back to the Board with a request for approval of the remaining two positions as they come forward.
DECISION: The Board approved the recommended interim appointments to the advisory committees.
DECISION: The Board received the Chair’s Report.
5. President’s Report – Part II
The President and CEO presented the President & CEO Report – Part II. He highlighted the following:
Sick Leave Usage – in response to an inquiry from the previous Board meeting, the Board was provided with charts displaying the usage distribution of sick time by age bracket for the period 2013 to 2018.
Race-Based Data – The provincial Anti-Racism Act has phased‑in implementation of the requirements to collect data, and some justice sector partners are exempt from the legislative requirements. LAO has provided Aboriginal clients an opportunity to self‑identify for several years and the resulting data is very helpful to LAO’s vulnerable client strategies.
Nishnawbe-Aski Legal Services (NALSC) – It was reported that there have been staffing changes at NALSC.
Black Legal Action Centre (BLAC) – BLAC will be open for business on March 1, 2019 at its new location at Spadina and Bloor Street, Toronto. Staff will consist of an Executive Director, three lawyers and community workers.
Proactive Disclosure – LAO is required to report salary information under the Public Sector Salary Disclosure Act. In the upcoming annual report, 317 of LAO’s employees are currently earning in over $100,000.00 per year, 261 of whom are lawyers. The average front-line lawyer earns $105,000.00.
Litigation Report – The Vice-President and General Counsel presented the litigation report.
DECISION: The Board received the President’s Report.
6. Board In-Camera Session
7. Audit & Finance Committee Meeting
- Minutes of the January 22, 2019.
DECISION: The Minutes of the Audit & Finance Committee meeting held January 22, 2019 were adopted.
Clinic Resource Office (CRO)/LAO LAW Website Project
The Vice-President and CAO presented the report on the CRO and LAO LAW Content Management System Replacement Project. He reported as follows:
- The CRO and LAO LAW maintain a website which provides legal resources, including research, legal memoranda, precedents and training material.
- The CRO provides this service to the clinics and LAO LAW provides this service for certificate lawyers.
This project is to establish a new platform for these services. The Request for Proposal (RFP) for the next phase of the project was presented to the Audit and Finance Committee of the Board on January 22, 2019. The Committee recommended that the Board approve the project.
The Board discussed the risk of failure of the current platform, and the required capital investment and the annual cost for maintenance of a new system.
DECISION: The Board approved the Content Management System Replacement Project and issuance of the RFP.
The Vice-President and CAO presented the proposed LAO 2019-20 budget. He reported as follows:
- This budget was presented to the Audit and Finance Committee of the Board on January 22, 2019 which recommended that the Board approve the budget.
- LAO was previously advised of a permanent transfer payment reduction in the amount of $4.2M in 2018/19.
- The Board discussed LAO’s ability to absorb financial eligibility increases if LAO’s funding is reduced.
- The Board discussed the impact of a reduction in LFO revenues. Every one-quarter percent reduction in LFO revenue represents a $12M reduction in LAO revenue.
- Based on the proposed budget, LAO will be in a position to pay down its accumulated deficit and maintain its Contingency Reserve Fund. The Board discussed the risk of relying on variable LFO revenue to fund core business expenses.
- Based on this and other considerations, staff have created a budget that is conservative, and will have no adverse impact on client service and delivery.
DECISION: The Board approved the proposed 2019/20 Operating Budget.
Audit Plan Questionnaire Response
The Vice-President and CAO presented the Responses to the Auditor General of Ontario (AGO) Questionnaire. He reported as follows: The Board is required to respond to a questionnaire which forms part of the 2018/19 Audit Plan. The questionnaire includes questions with respect to (1) a culture of honesty and ethical behavior, (2) Board oversight over the effectiveness of management, risk identification and internal controls, and (3) instances of actual, alleged or suspected fraud. No issues were identified by Board members. Once approved by the Board this document will be forwarded to the Auditor General.
DECISION: The Board approved the Response to the Auditor General of Ontario (AGO) Questionnaire.
The Chief Audit Executive presented the Report on the 2018-19 Certificate of Assurance and Fraud Awareness Attestation. He reported as follows: LAO is required to attest to the effectiveness of its system of internal controls and compliance with applicable legislation, regulations, directives and policies. The attestation has been audited by LAO’s Internal Audit Unit. Staff are seeking approval for the Chair, the CEO and the CAO to sign the attestation document on behalf of LAO, taking into account the information currently available and confirming that if any relevant information emerges during Q4 that deviates from the existing attestation, the Board will be asked to approve any changes.
DECISION: The Board received the 2018/19 Phase 2 (Q3) Agency Attestation Questionnaire and the Internal Audit Assurance Review, and authorized the Chair, the CEO and the CAO to sign-off on the required documentation once received in March, 2019.
8. Chief Audit Executive In-Camera Session
Pursuant to LAO’s Internal Audit Policy, the Board of Directors met in camera with the Chief Audit Executive.
9. Strategic and Public Affairs Reports
Board Approval for Public Submissions on Behalf of LAO
The Vice-President, Strategy and Public Affairs, presented the Report on Public Submissions by Legal Aid Ontario. The Board discussed a policy to guide Board input into LAO’s public submissions, such as submissions before standing committees on access to justice issues. Staff presented options for the Board’s consideration.
DECISION: The Board approved a flexible policy with factors for determining when Board review of LAO submissions would take place.
10. Board Retreat Theme Recommendations
The Vice-President, Strategy and Public Affairs, presented a Report on LAO’s Board Strategic Planning Retreat scheduled for May 10, 2019. He reported as follows: Over the last two years, Board retreats focused on the strategic planning process. LAO has now approved its long‑term strategic plan. Staff are suggesting that the upcoming retreat focus on areas such as:
- Strategic Plan objectives and operationalization
- LAO’s mandate
- Opportunities and risks
- Board governance
- CEO’s vision
- Understanding LAO in the international context
A sub-committee of Board members will be created to assist in planning and the Chair will ask for volunteers to oversee planning for the retreat.
DECISION: The Board approved the approach for the retreat.
Motion to Adjourn
DECISION: The meeting adjourned.