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Corporate Governance
The OFA is an agent of the Crown and is classified as an operational enterprise agency.
Corporate governance involves processes that permit the effective supervision and management of the OFA’s activities by senior management, the Board of Directors and the Minister of Finance. It includes identifying individuals and groups responsible for activities and specifying their roles. The OFA’s governance framework is fully described in its corporate governance policy.
Accountability and Responsibilities
The OFA’s accountability structure flows from its governing statute, the Capital Investment Plan Act, 1993 (the Act). The Minister of Finance is the minister responsible for the administration of the Act with respect to the OFA. The Act, together with a Memorandum of Understanding (MOU) between the OFA and the Minister of Finance and directives issued by Management Board of Cabinet (MBC) relating to Crown agencies, form a framework under which the OFA is governed.
Each year, the Minister is required to submit the Annual Report to the Lieutenant Governor in Council and then table the report in the Legislature. In addition, the Minister reviews and approves the annual business plan and recommends the plan for approval to MBC every three years or as otherwise required by government directives. The Minister also maintains communications with the OFA through the Chair of the Board of Directors regarding government policies and expectations relevant to the OFA.
The Chair is accountable to the Minister of Finance for the performance of the OFA in fulfilling its mandate. The Act requires that the Deputy Minister of Finance be the Chair of the OFA. The Chair is responsible for providing advice and information to the Minister with regard to the operation and affairs of the OFA. In addition, the Chair provides leadership and direction to the Board of Directors and the CEO and ensures that the OFA complies with governmental policies and directives.
The Board of Directors is appointed by the Lieutenant Governor in Council and reports to the Minister through the Chair. In accordance with the OFA’s MOU with the Minister of Finance, the OFA Board performs a supervisory role. It oversees the management of the OFA and helps to ensure that the OFA’s mandate, as determined by the Province, is implemented effectively. The Board of Directors meets at least quarterly and receives regular reports from the CEO and OFA staff concerning the operations of the OFA and its compliance with applicable laws and policies. Standards of conduct for Board members are set out in a Board approved Code of Conduct.
There are also two committees of the Board to assist it in supervising the management of the OFA. The Audit & Risk Management Committee approves an annual internal audit plan and liaises with the OFA’s internal auditors and the Auditor General of Ontario regarding financial reporting and controls. It also reviews financial policies and financial statements and recommends them to the Board. Another function of the Audit & Risk Management Committee is the review of the OFA’s major risks and mitigation strategies. The Human Resources Committee was created in 2006–07 to assist the Board in ensuring appropriate measures are in place to recruit, develop and retain qualified staff in critical areas.
The CEO is appointed by the Lieutenant Governor in Council on the recommendation of the Minister. The CEO is accountable to the Chair for the day-to-day management of the OFA and for the performance of any other functions assigned by the Board of Directors. The CEO is responsible for managing the ongoing activities of the OFA, including the supervision of staff. In addition, the CEO ensures that the OFA’s policies and procedures remain relevant and effective.
The OFA’s employees are appointed pursuant to the Public Service of Ontario Act, 2006.
