Ornge Governance Scandal: An Ontario Pattern?

The former chair of Ornge, Rainer Beltzner, alleged that former CEO Chris Mazza’s compensation included unauthorized payments made without supporting invoices and that “the board was in the dark about many components of Dr. Mazza’s compensation that company executives were paying him over and above his base salary of $500,000 and bonus pay. The board arrived at the bonus pay based on Dr. Mazza’s own evaluation of his performance, Mr. Beltzner said.” See “Ornge board in the dark about aspects of former CEO’s pay.”

If this allegation is true, this is absurd that a CEO would evaluate his own performance and the board would be ‘in the dark’ about the CEO’s pay, including by the chair. The most important thing a board does is select and pay the CEO. The CEO should not even be in the room when the pay is being discussed. This is governance failure and that it is a crown board is even more embarrassing. Ministers should receive reports on board reviews from their boards. There is no such thing as a rogue board as the Minister Deb Matthews said, if you have proper reporting and accountability. There is a pattern here in Ontario. It harks back to e-Health and the Ontario Lottery and Gaming Corporation scandals.

Ontario’s twenty-five ministers oversee dozens if not hundreds of agencies, boards and commissions. It is folly to expect that ministers can have adequate oversight over so many boards under their portfolio without proper reporting and data. Ontario should take a sheet out of the playbook of another province, Saskatchewan. The Crown Investments Corporation of Saskatchewan (CIC) has a comprehensive reporting regime in place for reporting to the Government shareholder for all crown corporations. I had recommended for CIC tough, hard-hitting governance reviews and questions, for the board, major committees, and individual directors, with reporting obligations up the chain, as well as training for all Saskatchewan directors and chairs. CIC also has company secretaries sit in on board meetings. CIC’s governance overview is best in class in Canada in my view. I doubt some of the shoddy governance practices we have witnessed in Ontario would have survived this scrutiny and reporting regime.

Governance is not government. Ministers’ goals are to get re-elected. Ontario corporations are a public trust on behalf of taxpayers. The Government of Ontario should impose the same accountability practices on itself that it imposes on regulated companies. It should lead by example.

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