Agricorp’s business is based on trust. Trust that we’ll do our best to help producers when they need it most. Trust that we’ll guide the company in a way that upholds the confidence of our customers. To earn that trust, Agricorp rigorously adheres to regulatory requirements and best management practices to ensure sound and consistent governance through the organization.
Operational agency
Agricorp is a provincial crown corporation and classified as an operational enterprise. Operational enterprise agencies sell goods or services to the public in a commercial manner. We follow leading governance practices and our daily activities are guided by the highest standards of conduct. We are responsible for the judicious use of public resources and for carrying out established mandates.
Legislative authority
Agricorp was established in 1997 by the provincial government under the authority of the AgriCorp Act, 1996. This act outlines Agricorp’s purpose, powers, mandate and structure. It also authorizes Agricorp’s Board of Directors to create by-laws detailing the board’s operating policies. Agricorp is governed by a board of directors which is accountable to the Ontario Ministry of Agriculture, Food and Rural Affairs.
Board independence
Board governance guidelines as well as the roles and responsibilities of the chair, board members and board committees are documented in the board’s bylaws and include:
- Fiduciary and operational oversight
- Strategic planning
- Risk management and internal controls
- Legal and ethical conduct
- Director orientation, continuing education and evaluation
- Liaison with OMAFRA.
The roles of Agricorp’s CEO and board chair are separate and distinct, consistent with best practices on good governance.
Board capability and performance
The board meets quarterly and regularly assesses its collective performance through a structured process of self-evaluation facilitated by an external consultant. The board reviews its competencies annually and identifies potential gaps to the minister. This work helps to inform the next appointments process, future board training and the hiring of outside expertise for specific assignments.
Orientation and education for board members
When a board member is appointed he/she receives a detailed orientation and meets with other board members as well as senior management to learn about the business and understand the issues facing Agricorp. The board regularly attends education sessions to improve financial literacy and risk management knowledge.
Board of Directors responsibilities
Board members are appointed by the lieutenant governor through an order-in-council on the recommendation of the Minister of Agriculture, Food and Rural Affairs. Directors serve terms of up to three years and may be reappointed. Board members have varied experience to provide a broad range of perspectives and proper oversight of the organization’s operations. In addition, an annual strategic planning session is held where the board reviews and identifies improvements to governance and initiates the strategic planning process to ensure the agency is on course. As of March 31, 2010 the agency had ten members.
Finance and audit committee
Agricorp’s Board of Directors has appointed a finance and audit committee to oversee and advise on the financial management of Agricorp including:
- Monitoring controllership and governance at Agricorp and reporting to the board
- Communicating Agricorp’s business needs, expectations and priorities for its audit plan to Ontario Internal Audit Services
- Approving Agricorp’s risk assessment and audit plans
- Monitoring the adequacy and timely implementation of actions taken in response to audit recommendations
- Ensuring compliance with the internal audit directives
- Meeting with external auditors and Auditor General employees to review the year-end financial statements.
The committee also oversees the employee pension fund and Agricorp’s investment management activities, including periodic reviews of the investment policy statements.
Governance and HR committee
Created in 2008, the Governance and Human Resources Committee of the board provides oversight and advice on corporate governance and human resources matters at Agricorp, including:
- Board appointment processes
- Board training and orientation
- Overall compensation philosophy
- Succession planning for executive members
- Organizational pay and performance evaluation.
Relationship with OMAFRA
A
memorandum of understanding (MOU) clarifies expectations and reporting requirements for these three categories: financial, staffing and administration. It also defines the relationship between the ministry and Agricorp, including the roles and responsibilities of the minister, the deputy minister, the chair of the board, the board of directors and the chief executive officer.
Code of Ethics, Oaths of Office and Allegiance
Agricorp has a comprehensive code of ethics outlining professional conduct and establishes the standards of ethical behaviour and responsibility. Members of the board and employees with Agricorp sign an acknowledgement of this code.
The Oaths of Office and Allegiance reinforces to employees the serious obligations and responsibilities they fulfill as members of the public service.
