Conflict of Interest Policy

Transcription

1 Conflict of Interest Rules for ehealth Ontario Approved by the Conflict of Interest Commissioner and effective on the date published on the Commissioner s website Conflict of Interest Policy Approved by the Board May 2012

2 ehealth Ontario Conflict of Interest Policy Contents 1 Purpose Scope Policy Definitions Principles Broad Standards of Conduct Transparency Public Interest Prevails Prohibited Conduct Benefiting Self, Spouse or Children Accepting Gifts Disclosing Confidential Information Giving Preferential Treatment Hiring Family Members Engaging in Business, etc Participating in Decision-Making Matters That Might Involve the Private Sector Interpretation Duty to Declare Certain Financial Interests Prohibition on Certain Purchases List of Positions Prohibited Conduct Application Seeking Preferential Treatment, etc Disclosing Confidential Information Restriction on Lobbying Restriction on Employment, etc Restriction Regarding Certain Transactions RULES FOR THE DISCLOSURE AND RESOLUTION OF THE CONFLICT OF INTEREST Disclosure Disclosure Requirement Ongoing Duty to Disclose Questions for Ethics Executive Review of Allegations of Failure to Comply Determinations and Directions Board Matters Disclosure of Conflicts of Interest at Board Meetings Appointee s Concern Regarding Another Appointee s Conflict of Interest Recording Conflict of Interest Declarations at Board Meetings Conflict of Interest Commissioner Advice from and Referral to Conflict of Interest Commissioner Compliance Compliance with Direction Contravention by Government Appointee Remedies Promotion of Ethical Conduct by Ethics Executives i

3 ehealth Ontario Conflict of Interest Policy 15 Responsibilities Board President & CEO ii

4 ehealth Ontario Conflict of Interest Policy Purpose The purpose of this Policy is to: 1.1 establish clear standards for dealing with real, perceived, or potential conflicts of interest, applicable to all appointees and employees of ehealth Ontario; 1.2 reduce the possibility of conflicts between the private interests and ehealth Ontario-related duties of all appointees and employees of ehealth Ontario; and 1.3 provide the means to identify and resolve such conflicts of interest in favour of the public interest. Scope 2.1 This Policy applies to appointees and employees of ehealth Ontario. 2.2 Adherence to this Policy constitutes a term and condition of each appointee s and, employee s appointment, employment or engagement, as the case may be. 2.3 Where a provision in this policy is inconsistent with a provision of the Regulation, the provision of the Regulation prevails. A provision in this policy is inconsistent with a provision of the Regulation where a provision in the policy establishes a degree of ethical conduct that is lower than is established by the Regulation. An inconsistency does not arise where a provision in this policy exceeds the degree of ethical conduct established by the Regulation. 2.4 Nothing in this Policy prevents an appointee or employee from seeking independent legal advice. Policy 3.1 This Policy is divided into three parts: rules for current ehealth Ontario personnel; rules for former ehealth Ontario personnel; and rules for the disclosure and resolution of the conflict of interest. Definitions appointee means an individual appointed by the Lieutenant Governor in Council as a member of the board of directors of ehealth Ontario under Ontario Regulation 43/02, ehealth Ontario, made under the Development Corporations Act, R.S.O. 1990, c. D.10, as amended from time to time; Act means the Public Service of Ontario Act, iii

5 4 Board means the board of directors of ehealth Ontario; CEO means the chief executive officer of ehealth Ontario; confidential information means information that is not available to the public and that, if disclosed, could result in harm to ehealth Ontario or the Crown or could give the person to whom it is disclosed an advantage; Chair means the Chair of the board of directors of ehealth Ontario. conflict of interest means a situation or circumstance where the private interest of an appointee or employee could conflict with the duties owed by that individual to ehealth Ontario and to the Crown. Conflict of Interest Commissioner and Commissioner means the Conflict of Interest Commissioner appointed by the Lieutenant Governor in Council pursuant to the Public Service of Ontario Act, 2006; designated senior position means appointees, the CEO, each senior vice president, executive leads, and every employee who carries out senior managerial duties; employee means an individual in an employment relationship with ehealth; family member means, in respect of an individual, that individual s child, step child, sibling, half sibling, spouse, parent or grandparent; ethics executive and Ethics Executive : 1. for appointees means the Chair; 2. for the Chair means the Commissioner; 3. for employees means the CEO; and 4. for the CEO means the Chair; gift includes a benefit of any kind; minister means the Minister of Health and Long-Term Care or such other member of the Executive Council who is responsible for ehealth Ontario; ministry means the Ministry of Health and Long-Term Care; Policy means this Conflict of Interest Policy; private interest means, in respect of an appointee or employee, any financial or personal affiliation, relationship or involvement that is directly with that appointee or employee; and any financial or personal affiliation, relationship or involvement indirectly through a family member or other person or organization that the appointee or employee is connected to or owes an obligation to; public body means a public body that is prescribed as a public body under the Public Service of Ontario Act, 2006; Regulation means Ontario Regulation 381/07 under the Public Service of Ontario Act, 2006 spouse means, (a) a spouse as defined in section 1 of the Family Law Act, or either of two persons who live together in a conjugal relationship outside marriage.

6 5 RULES FOR CURRENT APPOINTEES AND EMPLOYEES Principles 5.1 Broad Standards of Conduct The overall objective of this Policy is to promote a standard of conduct for appointees and employees that will preserve and enhance the integrity, objectivity, and impartiality of the affairs and decision-making processes of ehealth Ontario Appointees and employees have an obligation to act in a manner that will bear the closest public scrutiny, such that even perceived conflicts of interest do not arise. This obligation is not fully discharged by simply acting within the law The goal is to maintain and enhance public confidence and trust in ehealth Ontario ehealth Ontario recognizes the inevitability of the potential for conflicts of interest, the perception of the existence of conflicts of interest and, in some cases, the existence of actual conflicts of interest. This Policy will assist appointees and employees to recognize and to avoid, mitigate or manage conflict of interest situations and to ensure that all real, perceived and potential conflict of interest situations are resolved in the best interests of ehealth Ontario and the public interest that it serves. 5.2 Transparency Appointees and employees are obliged to conduct themselves in a transparent and accountable manner that would bear the closest public scrutiny. 5.3 Public Interest Prevails If a conflict of interest arises between the private interests of an appointee or employee and the duties and responsibilities of that appointee or employee owed to ehealth Ontario, the conflict of interest should be resolved in a manner that serves the best interests of ehealth Ontario and the public interest that it serves. Prohibited Conduct 6.1 Benefiting Self, Spouse or Children An appointee or employee shall not use or attempt to use his or her appointment to, or employment with, ehealth Ontario to directly or indirectly benefit himself or herself or his or her spouse or children.

7 An appointee or employee shall not allow the prospect of his or her future appointment or employment by a person or entity to detrimentally affect the performance of his or her duties to ehealth Ontario or the Crown. 6.2 Accepting Gifts An appointee or employee shall not accept a gift from any of the following persons or entities if a reasonable person might conclude that the gift could influence the appointee or employee when performing his or her duties to ehealth Ontario or the Crown: (a) (c) A person, group or entity that has dealings with ehealth Ontario or the Crown. A person, group or entity to whom the appointee or employee provides services in the course of his or her duties to ehealth Ontario or the Crown. A person, group or entity that seeks to do business with ehealth Ontario or the Crown Subsection shall not operate to prevent an appointee or employee from accepting a gift of nominal value given as an expression of courtesy or hospitality if doing so is reasonable in the circumstances An appointee or employee who receives a gift in the circumstances described in subsection shall notify his or her ethics executive. 6.3 Disclosing Confidential Information An appointee or employee shall not disclose confidential information obtained during the course of his or her appointment to or employment with, ehealth Ontario to a person or entity unless the appointee or employee is authorized to do so by law, or the Crown or ehealth Ontario An appointee or employee shall not use confidential information referred to in subsection in a business or undertaking outside his or her appointment or work, as the case may be, for ehealth Ontario An appointee or employee shall not accept a gift directly or indirectly in exchange for disclosing confidential information referred to in subsection Giving Preferential Treatment When performing his or her duties to ehealth Ontario or the Crown, an appointee or employee shall not give preferential treatment to any person or entity, including a person or entity in which the appointee or employee, or a member of his or her family or a friend, has an interest When performing his or her duties to ehealth Ontario or the Crown, an appointee or employee shall endeavour to avoid creating the appearance that preferential treatment is being given to a person or entity that could benefit from it.

8 An appointee or employee shall not offer assistance to a person or entity in dealing with ehealth Ontario other than assistance given in the ordinary course of the director s appointment or the employee s employment with ehealth Ontario. 6.5 Hiring Family Members An appointee or employee shall not, on behalf of ehealth Ontario, hire his or her spouse, child, parent or sibling An appointee or employee shall not, on behalf of ehealth Ontario, enter into a contract with his or her spouse, child, parent or sibling or with a person or entity in which any of them has a substantial interest An appointee or employee who hires a person on behalf of ehealth Ontario shall ensure that the person does not report to, or supervise the work of, the person s spouse, child, parent or sibling An appointee or employee who reports to, or supervises the work of, his or her spouse, child, parent or sibling shall notify his or her ethics executive. 6.6 Engaging in Business, etc An appointee or employee shall not become employed by or engage in a business or undertaking outside his or her appointment to or employment with ehealth Ontario in any of the following circumstances: (a) (c) (d) (e) (f) If the appointee or employee s private interests in connection with the appointment or employment could conflict with his or her duties to ehealth Ontario or the Crown. If the employment would interfere with the appointee or employee s ability to perform his or her duties to ehealth Ontario or the Crown. If the employment is in a professional capacity and is likely to influence or detrimentally affect the appointee or employee s ability to perform his or her duties to ehealth Ontario or the Crown. If the employment would constitute full-time employment for another person. However, this paragraph does not apply with respect to an employee who is employed part-time by ehealth Ontario. This paragraph also does not apply with respect to an employee who is on an authorized leave of absence from his or her position, but only if the employment is not contrary to or inconsistent with the terms of the leave of absence. If, in connection with the employment, any person would derive an advantage from the appointee s appointment to ehealth Ontario or the employee s employment with ehealth Ontario. If government services, premises, equipment or supplies are used in the employment.

9 8 6.7 Participating in Decision-Making An appointee or employee shall not participate in decision-making by ehealth Ontario with respect to a matter that the appointee or employee is able to influence in the course of his or her duties if the appointee or employee could benefit from the decision Subsection does not apply if the appointee or employee obtains the prior approval of his or her ethics executive to participate in decision-making by ehealth Ontario with respect to the matter An appointee or employee who, in the course of his or her appointment to, or employment with ehealth Ontario is a member of a body or group, shall not participate in, or attempt to influence, decision-making by the body or group with respect to a matter if the appointee or employee could benefit from the decision or if, as a result of the decision, the interests of the body or group could conflict with the interests of ehealth Ontario or the Crown An appointee or employee described in subsection shall inform the body or group if the circumstances described in that subsection exist. Matters That Might Involve the Private Sector 7.1 Interpretation Sections 7.1, 7.2, 7.3, and 7.4 apply to every appointee or employee who is appointed to, or works in, ehealth Ontario and who routinely works on one or more matters that might involve the private sector and who has access to confidential information about the matter obtained during the course of his or her appointment to, or employment or engagement with, ehealth Ontario In section 7 matter that might involve the private sector means a matter, (a) that relates to services currently provided by ehealth Ontario with respect to which it is possible that a private sector entity will provide all or part of the financing for the services or will provide some or all of the services, and that has been referred to ehealth Ontario by the Executive Council or a member of the Executive Council for review or implementation. 7.2 Duty to Declare Certain Financial Interests When an appointee or employee described in subsection begins work on a matter that might involve the private sector, he or she shall make a declaration to the Conflict of Interest Commissioner in which the appointee or employee discloses the following matters respecting his or her financial interests: (a) A legal or beneficial interest of the appointee or employee in securities or derivatives of corporations or governments, other than the Government of Ontario.

10 9 (c) (d) A legal or beneficial interest of the appointee or employee in a business entity or a commercial operation or in the assets of such an entity or operation. A legal or beneficial interest of the appointee or employee in real property. A legal or beneficial interest of the appointee or employee in a mutual fund that is operated as an investment club where, i. its shares or units are held by not more than 50 persons and its indebtedness has never been offered to the public, ii. it does not pay or give any remuneration for investment advice or in respect of trades in securities, except normal brokerage fees, and iii. all of its members are required to make contributions in proportion to the shares or units each holds for the purpose of financing its operations Despite subsection 7.2.1, the appointee or employee is not required to disclose his or her legal or beneficial interest in any of the following: (a) (c) (d) (e) A mutual fund within the meaning of subsection 1 (1) of the Securities Act other than a mutual fund described in paragraph (d) of subsection of this Section 7.2. Fixed-value securities issued or guaranteed by a government or a government agency. A guaranteed investment certificate or similar financial instrument issued by a financial institution entitled by law to issue such instruments. A registered pension plan, an employee benefit plan, an annuity or life insurance policy or a deferred profit sharing plan. Real property that the appointee or employee, or a member of his or her family, uses primarily as a residence or for recreational purposes The appointee or employee shall disclose the information required by subsection 7.2.1, with necessary modifications, in respect of his or her spouse and dependent children, but only to the extent that the legal or beneficial interests of the spouse or a child could create a conflict of interest For the purpose of subsection 7.2.3, the appointee or employee shall make reasonable efforts to obtain information about the financial interests described in subsection (1) of his or her spouse and dependent children The appointee or employee shall give the Conflict of Interest Commissioner a revised declaration whenever there is a change in any of the information required to be disclosed.

11 Prohibition on Certain Purchases An appointee or employee described in subsection shall not purchase, or cause another person to purchase on his or her behalf, a legal or beneficial interest in an entity that is carrying on, or proposes to carry on, an activity relating to a matter that might involve the private sector Despite subsection 7.3.1, an appointee or employee may purchase an interest in a mutual fund (within the meaning of subsection 1 (1) of the Securities Act) that includes securities of a person or entity described in subsection but not an interest in a mutual fund described in paragraph (d) of subsection of this Policy that includes such securities The prohibition described in subsection ceases to have effect with respect to the matter, (a) six months after the date on which the action in respect of the matter is completed; or six months after the date ehealth Ontario or the Crown ceases to work on the matter. 7.4 List of Positions Under legislation, the government of Ontario is required to maintain a current list of positions in which public servants, including appointees or employees of ehealth Ontario routinely work on one or more matters that might involve the private sector, as defined in subsection RULES FOR FORMER APPOINTEES AND EMPLOYEES Prohibited Conduct Application This section applies to a former appointee and employee who, immediately before he or she cease to be a public servant, worked for ehealth Ontario Despite subsection 8.1.1, this section does not apply to a person who ceases to be an appointee or employee before the day on which section 57 of the Act comes into force.

12 Seeking Preferential Treatment, etc A former appointee or employee shall not seek preferential treatment by, or privileged access to, any individual who works in any minister s office, any ministry, ehealth Ontario or any other public body. 8.3 Disclosing Confidential Information A former appointee or employee shall not disclose confidential information obtained during the course of his or her appointment to or employment with, ehealth Ontario to a person or entity unless the former appointee or employee is authorized to do so by law or by the Crown A former appointee or employee shall not use confidential information in a business or undertaking. 8.4 Restriction on Lobbying This section applies to a former appointee or employee who held a designated senior position immediately before ceasing to be a public servant For twelve (12) months after ceasing to hold such position, the person shall not lobby any of the following persons on behalf of ehealth Ontario or another person or entity: (a) (c) Any individual who works in ehealth Ontario or any ministry where the person worked during the twelve (12) months before he or she ceased to be a public servant; The minister of any ministry where the person worked during the twelve (12) months before he or she ceased to be a public servant; or Any individual who works in the office of a minister referred to in Restriction on Employment, etc This section applies to a former appointee or employee who, at any time during the 12 months before he or she ceased to be a public servant, (a) had substantial involvement with a public body or another person or entity; and had access to confidential information that, if it were to be disclosed to the public body person or entity, could result in harm to the Crown or ehealth Ontario or could give the public body, person or entity an unfair advantage in relation to one or more third parties. For 12 months after ceasing to be a public servant, the person shall not accept employment with the public body, person or entity or serve as a member of the board of directors or other governing body of the public body, person or entity.

13 Restriction Regarding Certain Transactions This section applies to a former appointee or employee who, when he or she was an appointee or employee, advised the Crown or ehealth Ontario about, or was involved in, or assisted with, a particular proceeding, negotiation or other transaction The former appointee or employee shall not advise, be involved in or otherwise assist any public body or any other person or entity in connection with the particular proceeding, negotiation or other transaction until the Crown or ehealth Ontario ceases to be involved in it Despite subsection 8.6.2, the former appointee or employee may continue to advise or otherwise assist the Crown or ehealth Ontario in connection with the particular proceeding, negotiation or other transaction. RULES FOR THE DISCLOSURE AND RESOLUTION OF THE CONFLICT OF INTEREST Disclosure 9.1 Disclosure Requirement Every employee must complete and submit a conflict of interest declaration prior to the commencement of his or her employment; and, must complete and submit a supplemental conflict of interest declaration whenever a material change in previously declared information has arisen Every appointee must complete and submit a conflict of interest declaration upon his or her appointment; and, complete and submit a supplemental conflict of interest declaration upon request of the Chair, at any time, and whenever a material change in previously declared information has arisen. 9.2 Ongoing Duty to Disclose Every appointee and employee has a duty to notify his or her Ethics Executive as soon as possible when a situation arises that involves an actual, potential, or perceived conflict of interest, and to disclose the details of the conflict of interest The disclosure requirement set out in subsection exists even if the person does not become aware of the actual, potential or perceived conflict of interest until after a transaction or other circumstance giving rise to the conflict of interest are completed or have passed. 9.3 Questions for Ethics Executive A current or former appointee or employee may request that his or her Ethics Executive provide advice or determine a question about the application of this Policy to the current or former appointee or employee.

14 A supervisor of an employee may request that his or her Ethics Executive provide advice or determine a question about the application of this Policy to the employee. 9.4 Review of Allegations of Failure to Comply Any appointee who has reason to believe that a fellow appointee has failed to comply with this Policy may report the matter to his or her Ethics Executive who will review the matter and contact the appointee about whom the allegation was made and provide direction to that appointee in writing Any employee who has reason to believe that an appointee or fellow employee has failed to comply with this Policy may report the matter to his or her Ethics Executive who will review and address the matter in accordance with this Policy No employee who, in good faith, reports a possible failure of an appointee or employee to comply with this Policy will suffer harassment, retaliation or an adverse employment consequence. An appointee or employee who retaliates against an individual who has reported a failure to comply with this Policy will be subject to discipline up to and including revocation of appointment or termination of employment. 9.5 Determinations and Directions The Ethics Executive: (a) (c) (d) may make such inquiries as he or she considers appropriate in response to a request, a notification or where the Ethics Executive has concerns that this Policy has been, or is about to be, contravened by a current or former appointee or employee; shall make a determination with respect to any matter that is brought to the attention of the Ethics Executive or that is the subject of inquiry; shall in the case of a determination that there is a conflict of interest or potential conflict of interest, give the current or former appointee or employee directions, if any, that the Ethics Executive considers appropriate to address the conflict of interest or potential conflict of interest; and if a determination is made that an appointee has contravened this Policy, notify the minister in accordance with the Public Service of Ontario Act, 2006

15 14 Board Matters 10.1 Disclosure of Conflicts of Interest at Board Meetings If circumstances arise during a meeting of the Board that present an actual, potential, or perceived conflict of interest for an appointee, that appointee must immediately inform their Ethics Executive The Ethics Executive may make such inquiries in response to a conflict of interest disclosed at a Board meeting as he or she considers appropriate and may make determinations pursuant to section 9.5 herein with respect to the matter that is brought to his or her attention. The Ethics Executive may also refer any matter to or seek the advice of the Conflict of Interest Commissioner pursuant to the provisions of the Public Service of Ontario Act, If the appointee has disclosed the conflict to the Ethics Executive, the appointee should make an oral declaration of the advice given by the Ethics Executive and act accordingly If the circumstance involves a previously undisclosed situation, the appointee must recuse him or herself from the matter. The meeting should continue and the appointee must not take part in the discussion of the matter and must be absent during any discussion of it, including any vote on any question respecting the matter. The appointee must promptly seek the advice of the Ethics Executive in respect of the situation Appointee s Concern Regarding Another Appointee s Conflict of Interest At the start of each Board meeting, the Chair shall ask all appointees in attendance to make an oral declaration of any actual, potential or perceived conflict of interest that they may have in respect of that meeting At the start of each Board meeting, the Chair should make an oral declaration of any appointee s private interest in the event that an appointee fails to declare an actual, perceived or potential conflict of interest that is known to the Chair If an appointee is concerned that another appointee is in an actual, potential, or perceived conflict of interest, the appointee should immediately express his or her concern to the other appointees at the Board meeting Recording Conflict of Interest Declarations at Board Meetings All declarations of actual, potential, or perceived conflicts of interest made at a Board meeting must be recorded by the Corporate Secretary and reported in the minutes of the Board meeting, which shall also record the measures taken to address the conflict of interest.

16 Committees of the Board The terms of reference of every committee of the Board shall include a requirement that committee members must declare and address conflicts of interest. Conflict of Interest Commissioner 11.1 Advice from and Referral to Conflict of Interest Commissioner If the Ethics Executive considers it appropriate to do so, the Ethics Executive may seek the advice of the Conflict of Interest Commissioner, to assist the Ethics Executive in making a determination If the Ethics Executive considers it appropriate to do so, the Ethics Executive may refer any matter that is brought to the Ethics Executive s attention to the Conflict of Interest Commissioner for a determination Where an Ethics Executive has referred a matter to the Conflict of Interest Commissioner, the Commissioner shall inform the Ethics Executive of any determination made or direction given by the Commissioner. Compliance 12.1 Compliance with Direction Every current or former appointee or employee shall comply with a direction of the Ethics Executive or the Conflict of Interest Commissioner Contravention by Government Appointee If an Ethics Executive or the Conflict of Interest Commissioner makes a determination that a government appointee has contravened a conflict of interest rule, the Ethics Executive or the Conflict of Interest Commissioner, as the case may be, shall notify the minister responsible for the body to which the government appointee is appointed of the contravention.

17 16 Remedies 13.1 An appointee or employee found to be violating a provision of this Policy may be subject to disciplinary action up to and including revocation of appointment or termination ehealth Ontario may restrict its business with any individual or entity related to the non-compliance or breach of this Policy. ehealth Ontario may also bring the non-compliance or breach of this Policy to the attention of the Ministry and the Ministry of Government Services for consideration as part of the Government of Ontario procurement processes Civil action may be taken against an appointee or employee, as well as any outside entity or organization for failure to comply with this Policy The express rights and remedies of ehealth Ontario set out in this Policy are in addition to and shall not limit any other rights and remedies available to ehealth Ontario at law or in equity. Promotion of Ethical Conduct by Ethics Executives 14.1 The Ethics Executives shall, (a) ensure that all appointees and employees are familiar with this Policy; and promote ethical conduct by all appointees and employees. Responsibilities 15.1 Board The Board is responsible for ensuring that procedures are in place to ensure compliance with this Policy. The Board shall also report to the minister responsible for ehealth Ontario as it considers appropriate on matter relating to conflict of interest. Every appointee is responsible for complying with this Policy President & CEO The President & CEO is responsible for: Overseeing the development and implementation of procedures to ensure compliance with this Policy; Ensuring this Policy is communicated and accessible to all ehealth Ontario personnel;

18 17 Carrying out the duties of the Ethics Executive where required; and Reporting to the Board, as may be required by the Board, on compliance with the Policy.