About Legal Aid Ontario
By-law No. 2
Conflict of interest policy for directors of Legal Aid Ontario
being the conflict of interest policy for directors of
Legal Aid Ontario
(hereinafter referred to as the “Corporation”)
BE IT ENACTED as a by-law of the Corporation as follows:
Directors must act honestly and uphold the highest ethical standards in order to maintain and enhance public confidence and trust in the integrity, objectivity and impartiality of the Corporation.
Directors must perform their duties and conduct themselves in a manner that will bear the closest public scrutiny. Directors cannot fulfil this obligation simply by acting within the law.
Directors shall not have private interests — other than those permitted by this policy, laws or statutes (including Section 5 hereof) — that would be affected particularly or significantly by the Corporation’s decisions or actions in which directors participate.
When appointed to the Corporation’s board of directors (the “Board”), directors must arrange their private interests to prevent conflicts of interest, except those permitted by this policy, laws or statutes.
A director shall not be considered to have a conflict of interest simply by virtue of the fact that he or she is a Bencher of the Law Society of Upper Canada, is a member of the board of directors of a community legal clinic, accepts legal aid certificates, or has a family member or business associate who accepts legal aid certificates.
Distribution of policy
Directors shall be provided with a copy of this by-law. Serving directors shall receive a copy of the by-law immediately after the Board passes it. Prospective directors shall receive it prior to, or at the time of, their appointment.
Except as otherwise provided in this by-law, a conflict of interest exists when the interests of a director, or his or her family member or business associate, could influence or be seen to influence the director’s decisions or impair his or her ability to act fairly, impartially and without bias. These conflicts include financial or other interests, and are not limited to situations where a director could personally benefit as a result of a decision by the Board. A conflict of interest includes the following situations referred to as “Statutory Conflicts”:
- Situations in which the director is a party to a material contract or transaction or proposed material contract or transaction with the Corporation;
- A situation in which the director is an officer or director of or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation.
For the purpose of this by-law, the term “family member” includes a director’s spouse (including common-law and same sex spouses) and a director’s parent, grandparent, child or sibling, or the spouse of any of these relations.
If a director becomes aware of a situation where he or she has a conflict of interest with respect to a matter before the Board, he or she shall provide notice of a conflict of interest either by disclosing the nature and extent of the conflict of interest in writing to the Corporation or by requesting that the nature and extent of the conflict of interest be entered in the minutes of a meeting of the Board.
A director shall disclose the nature and extent of any Statutory Conflict of Interest:
- at the meeting of the Board at which the matter giving rise to the conflict of interest is first considered;
- if the conflict of interest did not then exist, then at the first meeting of the Board after the conflict of interest arises;
- if the conflict of interest arises after a contract is made or the transaction is entered into, at the first meeting of the Board after the conflict of interest arises;
- if a person who has a conflict of interest becomes a director, at the first meeting of the Board after he or she becomes a director;
A director shall disclose any conflict of interest other than a Statutory Conflict to the Board as soon as the director becomes aware of such conflict of interest.
If the matter giving rise to the conflict of interest does not require approval by the Board, then the director shall disclose the nature and extent of the conflict of interest forthwith after the director becomes aware of the conflict of interest.
A person other than a director may assert that a director has a conflict of interest with respect to a matter before the Board if that assertion is made in writing to the Chair of the Board prior to the meeting at which the matter will be discussed. A non-director asserting a conflict of interest in these circumstances does not have the right to address the Board.
When a possible or actual conflict of interest exists, the Chair and the director with the possible or actual conflict of interest shall consult with legal counsel to ensure that the conflict is being handled in accordance with Section 132 or the Business Corporations Act (Ontario), pursuant to subsection 52(2) of the Legal Aid Services Act, 1998 (Ontario).
When a possible or actual conflict of interest is disclosed or asserted, the directors (other than the director with the possible or actual conflict of interest) shall discuss and determine whether a conflict exists, unless such director withdraws from discussing or voting on the matter.
The directors (other that the director with the possible or actual conflict of interest) may make a recommendation to the director with the possible or actual conflict of interest as to whether they believe it is appropriate for such director to withdraw from discussing or voting on the matter.
The director with an actual or possible conflict of interest shall not be bound by the recommendation of the other directors referred to in the preceding item, but must at all times act in a manner consistent with his or her fiduciary duty to the Corporation.
Record of decision
The minutes shall record the Board’s decision and reasons in every instance where a conflict of interest is disclosed or asserted.
Exceptions to this by-law must be passed by the Board and will form an appendix to this by-law.
The Board will consider exceptions to this policy in the following circumstances:
- where a conflict exists, but provides minimal or no benefit to the director;
- where a conflict exists, but there is an overriding policy reason for tolerating the conflict, including the benefit to the Board of that director’s participation in the discussion of the subject which gives rise to the conflict.
The minutes shall record every instance where exceptions are granted under this policy.
Directors shall not knowingly take advantage of, or benefit from, information that is obtained in the course of their official duties and responsibilities and that is not generally available to the public.
After leaving office, a director shall not act in such a manner as to take improper advantage of his or her previous position as a director of the Corporation.
This by-law shall come into force on the day it is passed by the Board.
Passed by the Board this 3rd day of August, 2000.
Amended by the Board this 15th day of October, 2004