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Memorandum of Understanding between The Ministry of Citizenship and Immigration and The Ontario Immigrant Investor Corporation

1.0 Definitions

In this document,

2.0 Purpose

The purpose of this MOU is to:

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

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

3.0 The Ontario Immigrant Investor Corporation

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

4.0 Objects of the Corporation

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

5.0 Authority of the Corporation

Under the Regulation, the Corporation has the authority to:

6.0 Powers of the Corporation

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

7.0 Status and Classification of the Corporation

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

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

8.0 Guiding Principles for the Corporation’s Relationship with the Ministry

The Corporation:

The Minister:

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

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

9.0 The Accountability Relationship

The accountability of the parties is as follows:

10.0 Minister’s Responsibilities

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

11.0 Deputy Minister’s Responsibilities

The Deputy Minister is responsible for:

12.0 Chair’s Responsibilities

The Chair is responsible for:

13.0 Board’s Responsibilities

The Board is responsible for:

14.0 President’s Responsibilities

The President is responsible for:

15.0 Administrative Arrangements

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

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

The Deputy Minister is responsible for providing the Corporation with administrative and organizational support services. The Deputy Minister will ensure that the support or services provided to the agency are of the same quality as those provided to the Ministry’s own divisions and branches.

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

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

16.0 Financial Arrangements

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

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

Pursuant to section 28 of the Financial Administration Act, the Corporation shall not enter into any financial arrangement or commitment, guarantee, indemnity or similar transaction that may increase, directly or indirectly, the indebtedness or contingent liabilities of the Government of Ontario without obtaining the prior written approval of the Minister and the Minister of Finance.

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

The Chair will provide to the Minister annual financial statements, and will include them as part of the Corporation’s annual report. The statements will be provided in a format that is in accordance with the province’s stated accounting policies issued by the Office of the Provincial Controller.

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

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

17.0 Financial Controls and Systems

The President shall ensure that:

18.0 Audit of the Corporation’s Account

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

The Ontario Internal Audit Division may also carry out an internal audit, if approved to do so by the Ministry’s Audit Committee or by the Corporate Audit Committee

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

19.0 Staffing and Appointments

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

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

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

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

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

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

20.0 Conflict of Interest

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

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

21.0 Liability Protection

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

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

22.0 Reporting Requirements

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

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

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

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

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

The Chair will ensure that the annual business plan includes a risk assessment and risk management plan to assist the Ministry in developing its risk assessment and risk management plan information in accordance with the requirement of the Agencies & Appointments Directive, to assess risks, develop and maintain necessary records and report to MBC/TB.

The Chair will ensure that the annual business plan includes a system of performance measures and reporting on the achievement of the objectives set out in the business plan. The system must include performance goals, how they will be achieved, and target results and time frames.

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

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

23.0 Communications

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

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

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

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

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

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

Posted governance documents should not disclose: personal information, sensitive employment and labour relations information, solicitor-client privileged information, Cabinet confidential information, trade secrets, information that would prejudice the financial or commercial interests of the provincial agency in the marketplace, and information that would otherwise pose a risk to the security of the facilities and/or operations of the provincial agency

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

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

24.0 Legal

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

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

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

25.0 Term

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

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

26.0 Procedure for Review and Amendment

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

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

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

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

27.0 Signature

Singned by

Chair of the Board of Directors Ontario Immigrant Investor Corporation

and

Minister of Citizenship, Immigration and International Trade

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

  1. Minister of Citizenship, Immigration and International Trade

    Minister of Citizenship, Immigration and International Trade

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

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

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

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

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

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

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

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

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

  6. The affairs of the Ontario Immigrant Investor Corporation are under the management and control of its board of directors. O. Reg. 279/99, s. 6 (1).
  7. The board of directors may pass by-laws and resolutions regulating its proceedings and generally for the conduct and management of the affairs of the Ontario Immigrant Investor Corporation. O. Reg. 279/99, s. 6 (2).

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

    • appoint officers and assign to them such powers and duties as the board of directors determines to be appropriate;
    • make banking arrangements;
    • establish committees of the board of directors;
    • establish, with the approval of the Lieutenant Governor in Council, job classifications, personnel classifications, salaries, benefits and other remuneration for such persons as the board of directors considers necessary to employ for the proper conduct of the affairs of the Ontario Immigrant Investor Corporation; and
    • effect the orderly transaction of the business of the Ontario Immigrant Investor Corporation. O. Reg. 279/99, s. 6 (3).
  8. In this section:
  9. “revenue” includes all money or money’s worth received by the Ontario Immigrant Investor Corporation, whether by grant, gift, contribution, return on investments made by it, borrowing pursuant to clause 8 (2) (b), profit or otherwise. O. Reg. 279/99, s. 7 (1).

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

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

  10. Except as limited by this Regulation, the Ontario Immigrant Investor Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects. O. Reg. 279/99, s. 8 (1).

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

    • entering into agreements with an agent, as defined in the Immigration Regulations, 1978 (Canada);
    • borrowing money from investors and issuing debt obligations to them;
    • entering into agreements or other arrangements for the management of monies; and
    • making and managing investments in accordance with the Ontario Immigrant Investor Corporation’s investment policy. O. Reg. 279/99, s. 8 (2).

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

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

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

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

Appendix “B” - Applicable Government Directives

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

Accountability and Governance:

Business Planning and Financial Management:

Human Resources Management:

Information and IT Management:

Procurement:

General:

Appendix “C” - Statutes of Particular Application

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