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Report on former deputy minister of Immigration, Refugees and Citizenship Canada (IRCC) for exerting undue influence on IRCC senior management to hire a friend at a level for which he was not qualified. Preface The Conflict of Interest Act (Act), S.C. 2006, c. 9, s. 2, came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner will commence an examination pursuant to subsection 45(1) of the Act if there is a reason to believe that a public office holder may have contravened the Act. Regardless of whether an examination is commenced or not, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Executive Summary This report presents the findings of an examination under the Conflict of Interest Act of the conduct of Christiane Fox while she was Deputy Minister of Immigration, Refugees and Citizenship Canada (IRCC). In a disclosure referred to me by the Public Sector Integrity Commissioner, it was alleged that Ms. Fox exerted undue influence on IRCC senior management to hire a friend at a level for which he was not qualified. The examination focused on section 9 of the Act. It prohibits public office holders from using their position to seek to influence another person's decision to further their own private interests or those of their relatives or friends, or to improperly further the private interests of another person. The evidence showed that in early March 2023, Björn Charles contacted Ms. Fox, whom he knew from when they were both athletes at the same university, about possibly working for IRCC. At Ms. Fox's invitation, he sent her his résumé. Ms. Fox spoke with her newly appointed Assistant Deputy Minister (ADM) about challenges in IRCC's division responsible for processing requests made under the Access to Information Act (the ATIP division). They discussed the need to modernize the ATIP division's client experience and to bring in a fresh perspective by hiring from outside government. Ms. Fox identified Mr. Charles as a candidate for the project manager position responsible for modernizing the ATIP division's client experience. She later sent the ADM his résumé. The process that led to Mr. Charles' eventual hiring included him meeting with the ADM and then with senior ATIP division officials. Ms. Fox asked Mr. Charles to keep her informed throughout the process and sought updates from departmental officials about his hiring. In one email, she suggested to the ADM that Mr. Charles should be offered a position at a higher level than departmental officials were proposing. Evidence showed they felt pressured to hire him at a level for which he was not qualified. Ms. Fox also communicated privately with Mr. Charles. To help him prepare for his interview with ATIP division officials, she sent him an internal IRCC briefing document. In late April 2023, Mr. Charles was hired for a casual position in the ATIP division at the higher level. In September of the same year, he was offered a one-year term position. In seeking to determine whether there was a contravention of section 9 of the Act, I first had to determine if Ms. Fox and Mr. Charles were friends. I found that, based on the nature and history of their past interactions, they are not friends within the meaning of the Act. I then had to determine whether Ms. Fox used her position as Deputy Minister to seek to influence departmental officials to hire Mr. Charles, and whether doing so was improper. Ms. Fox maintained that her involvement in the process was appropriate. She said hiring Mr. Charles would respond to challenges in IRCC's ATIP division and advance the objectives of the Call to Action on Anti-Racism, Equity, and Inclusion in the Federal Public Service. I did not find these claims credible. I concluded that Ms. Fox used her position as Deputy Minister to give Mr. Charles preferential treatment, by ensuring he met with departmental officials quickly, seeking updates about his hiring, giving him internal information, and pushing for a higher job classification. As the Commissioner's Office has noted in previous examination reports, giving someone preferential treatment is, in itself, improper. I therefore found that Ms. Fox contravened section 9 of the Conflict of Interest Act. Referral On May 26, 2025, the Office received from Harriet Solloway, Public Sector Integrity Commissioner, a referral dated April 2, 2025, regarding Christiane Fox, Deputy Clerk of the Privy Council, Associate Secretary to the Cabinet, and Deputy Minister of Intergovernmental Affairs at the time. The referral was made under subsection 24(2.1) of the Public Servants Disclosure Protection Act. Pursuant to section 68 of the Conflict of Interest Act, when a matter is referred to this Office by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, I must provide a report to the Prime Minister setting out the facts in question as well as my analysis and conclusions in relation to the referral. Ms. Fox, a reporting public office holder subject to the Conflict of Interest Act since June 12, 2017, held the position of Deputy Minister of Immigration, Refugees and Citizenship Canada (IRCC) from July 18, 2022, to January 26, 2024. According to Commissioner Solloway's letter, the discloser alleged that when Ms. Fox was Deputy Minister of IRCC, she exerted undue influence on senior management in her department to hire her friend from school and a manager of the gym her family attends and have him appointed at a level for which he was not qualified. Details in respect of these allegations were provided in the form of a report on an investigation conducted under the Public Servants Disclosure Protection Act by IRCC's Office of Internal Disclosure. One of the matters investigated by IRCC, as set out in that report, related to preferential treatment surrounding the appointment of Ms. Fox's alleged friend at IRCC. ​Concerns and process On June 10, 2025, I wrote to Ms. Fox informing her of the disclosure of an allegation of conflict of interest made against her in a referral from the Public Sector Integrity Commissioner. I informed Ms. Fox that I had reason to believe, based on the information contained in the Immigration, Refugees and Citizenship Canada (IRCC) report, that she may have used her position as Deputy Minister of IRCC to influence departmental officials into hiring Mr. Björn Charles, alleged to be her friend, or to improperly further Mr. Charles' private interests by influencing departmental officials to hire him for a position at a level for which he was not qualified, in contravention of section 9 of the Conflict of Interest Act (Act). As a result, I informed Ms. Fox that I was commencing an examination into her conduct. Section 9 of the Act prohibits public office holders from using their position to seek to influence another person's decision to further their own private interests, those of their relatives or friends or to improperly further those of another person. It reads as follows: 9. No public office holder shall use his or her position as a public office holder to seek to influence a decision of another person so as to further the public office holder's private interests or those of the public office holder's relatives or friends or to improperly further another person's private interests. In response to my letter, Ms. Fox submitted a written Attestation on July 2, 2025. The Office wrote again to Ms. Fox on July 5, 2025, asking that she provide documentation referred to in the Attestation, all of which was submitted on July 10, 2025. An interview was conducted with her on January 27, 2026. The Office also interviewed four witnesses who, at the time of the events under examination, were employed at IRCC: Marie‑Flore Baptiste, Chief Human Resources Officer and Assistant Deputy Minister, Corporate Services; Tracy Perry, Acting Director General, Access to Information and Privacy Management; Vera Azzi, Office Manager, Office of the ADM, Corporate Services; and Mr. Charles. The Office also obtained written information from one additional witness from IRCC, Nicole Primeau, then Director General of Audit and Investigation and Senior Officer for Internal Disclosure, and received documents from IRCC, including all documents gathered in the context of their investigation into the appointment of Mr. Charles.​ In keeping with the Office's practice, I provided Ms. Fox with a copy of the relevant documentary evidence gathered during this examination, as well as a draft copy of the factual portions of the examination report (Referral, Concerns and Process, Facts, Issues and Ms. Fox's Position). Before the report was finalized, Ms. Fox provided comments and additional submissions dated March 13, 2026. Facts Background The department of Immigration, Refugees and Citizenship Canada (IRCC) Ms. Fox was Deputy Minister of IRCC from July 2022 to January 2024. In her capacity as Deputy Minister, Ms. Fox oversaw 1 associate deputy minister, 10 assistant deputy ministers, and 13,685 employees. According to the Privy Council Office's Guidance for Deputy Ministers, deputy ministers are the “deputy head[s] of the Department" and have a role in human resources management within the public service. They lead the development of the public service by ensuring merit-based appointments, a representation of linguistic duality and diversity, and by adapting to current and future needs of the department. Issues with access to information within IRCC Ms. Fox wrote in her Attestation and testified during her interview that when she was appointed Deputy Minister of IRCC, the Clerk of the Privy Council and the Prime Minister gave her a clear mandate to lead cultural and organizational change. One area that required change was the processing and management of requests made under the Access to Information Act (ATIP requests). According to Ms. Fox, the workforce in the division responsible for ATIP requests lacked a focus on client service. She explained that the division was late for the majority of requests and ranked poorly in the Information Commissioner's reports. According to Ms. Fox, part of her duties was to address the challenges within the ATIP division based on her management team's reported concerns and the direct communications received from frustrated members of the public seeking information on their cases. Call to Action on Anti-Racism, Equity, and Inclusion Ms. Fox both testified and wrote in her Attestation that when she was appointed Deputy Minister of IRCC, the department was focused on anti-racism, diversity, and inclusion after grappling at multiple levels with issues of racism. She was mandated by the Clerk of the Privy Council to implement the Call to Action on Anti-Racism, Equity, and Inclusion in the Federal Public Service (Call to Action) and to address the challenges faced by Black employees in getting hired, as well as the barriers to recognizing the skills they have acquired both within and outside the federal public service. As a result, she supported diverse hiring practices and recommended candidates who could bring valuable experience and fresh perspectives, in line with these priorities. Ms. Fox's relationship with Mr. Charles In her written Attestation, Ms. Fox described Mr. Charles as an old acquaintance from the time she was at Carleton University, where they were both varsity athletes. She wrote that, while he is a few years younger, they share mutual connections through a large community of the university's former varsity athletes. Ms. Fox testified that she has rarely seen Mr. Charles since their younger years. She wrote that her spouse works at Carleton University as a basketball coach and knows Mr. Charles casually as part of the university's broader basketball community. Ms. Fox testified that Mr. Charles is one of the many athletes her spouse has encountered over his basketball career and that they maintain a relationship in the context of alumni events and as his former coach, but that they are not friends. Mr. Charles described his relationship with Ms. Fox as one of acquaintances. He confirmed that Ms. Fox's spouse was his assistant basketball coach while he attended university from 2001 to 2004. In the context of IRCC's investigation, Mr. Charles stated that he knew Ms. Fox's spouse very well and that as a member of the varsity team, he spent eight or nine months out of the year with him as his coach. When asked during his interview to describe his current relationship with Ms. Fox's spouse, Mr. Charles testified that he does not know him as well as he once did. Mr. Charles indicated that he, Ms. Fox and her spouse have friends in common, and that he sees them at a barbecue which takes place every couple of years and at yearly basketball alumni events. Mr. Charles recalled having once gifted Ms. Fox and her spouse a bottle of wine many years ago. Ms. Fox testified that she could not recall having received a bottle of wine or any other gift from Mr. Charles. According to Mr. Charles, he and Ms. Fox's spouse contact each other two to three times a year, usually by text message, and usually in the summertime when the university alumni events are approaching or after the basketball season has concluded. Mr. Charles stated that he might reach out to the basketball coach to congratulate him on a successful season or to enquire about his family. Mr. Charles said that they also speak when Mr. Charles attends basketball games or alumni events. Mr. Charles also testified that Ms. Fox's spouse is a third or fourth cousin of his father. During his interview, Mr. Charles said that he found out about the relationship about 10 to 15 years ago, but that was the extent of it. He did not know if Ms. Fox knew about his family ties to her spouse. In this regard, Ms. Fox wrote in her attestation that her spouse was of no relation to Mr. Charles and she testified that she was not aware of the family lineage. Given the remoteness of the relationship and the absence of any reference in the documentation to a possible family connection between Mr. Charles and Ms. Fox's spouse, I did not pursue this further. Mr. Charles' hiring at IRCC March 4, 2023: Mr. Charles speaks with Ms. Fox Mr. Charles testified that after having worked for several years as a GoodLife gym manager, he was ready for a change since it was becoming more challenging for him to meet the requirements for that job because of the birth of his child. He said he reached out to Ms. Fox at his spouse's suggestion. He testified that his spouse is not a friend of Ms. Fox. Mr. Charles testified that he did not know Ms. Fox's position within IRCC, only that she worked within the department. He could not recall how he came to know that she worked for this department. He said he was interested in working at IRCC since Ms. Fox worked there and thought she could pass along his résumé. Mr. Charles said that he could not recall whether he had applied for any government jobs prior to calling Ms. Fox. Mr. Charles said that he did not have Ms. Fox's contact information. As a result, he communicated with her spouse, who provided him with her cellphone number. When asked for details of the communication with Ms. Fox's spouse, Mr. Charles testified that he could not recall any details. Mr. Charles said he then reached out to Ms. Fox, who responded that there may be opportunities for him. They scheduled a date and time to speak. According to email evidence, Ms. Fox and Mr. Charles spoke on Saturday, March 4, 2023. Mr. Charles testified that during his call with Ms. Fox she asked him details about his job as a GoodLife gym manager, such as his responsibilities and tasks as well as his salary at that time. She also asked him what he was looking for in terms of employment and told him about opportunities within IRCC and possible fits for him. However, he could not recall whether they discussed the length of employment or a potential job category or level. According to Mr. Charles, Ms. Fox told him to send her his résumé and that someone at IRCC would be in touch. In her Attestation, Ms. Fox wrote that she received an unexpected and unsolicited call from Mr. Charles. She testified that she was not aware that her spouse had provided Mr. Charles with her number but noted that she is always open to speaking with individuals who are interested in joining the federal public service. Ms. Fox testified that Mr. Charles told her he wanted to make a career change for family reasons. She noted that he worked very long hours, including weekends, and that he was looking for employment with regular work hours. During their call, she recalled noting that Mr. Charles had good experience, including client service and managerial experience. Ms. Fox testified that she did not recall asking him about his salary, but did recall looking into his level of seniority in his organization. She invited Mr. Charles to send his résumé, which she would forward to the Assistant Deputy Minister (ADM) responsible for IRCC's human resources decisions and the department's ATIP division. Following their call, Mr. Charles emailed Ms. Fox his résumé, thanked her for their chat and wrote that he was “definitely excited for this opportunity." When asked which opportunity he was referring to, Mr. Charles testified that he was merely excited that Ms. Fox was willing to receive his résumé. March 6, 2023: Discussions with the ADM about changes within the ATIP division On March 6, 2023, Ms. Fox appointed Marie‑Flore Baptiste as her Chief Human Resources Officer and ADM, Corporate Services. According to Ms. Baptiste, she and Ms. Fox discussed issues within the department during bilateral meetings, specifically the ATIP division's inability to deliver on time and its high employee turnover. According to Ms. Fox, discussions on the difficulties with the ATIP division began with Ms. Baptiste's predecessor and continued after Ms. Baptiste's appointment, at which time she was mandated to make changes within the ATIP division in her role as ADM. Both Ms. Fox and Ms. Baptiste testified that the ATIP division required a major transition. They needed to change course by bringing in new technology and recruiting people from outside the federal government who would have a different mindset and change the culture, including in areas related to racism and discrimination. Ms. Baptiste said they also discussed looking for a business analyst to run a project for the ATIP division and that Ms. Fox had told her she knew people. Ms. Fox testified that she could not recall whether her discussions with Ms. Baptiste around needing people from outside the federal public service came before or after her telephone call with Mr. Charles. Ms. Fox further testified that she did not recall any discussions with Ms. Baptiste about a “business analyst" position. She did, however, recall Ms. Baptiste talking about transforming the ATIP division's client services into a system that would support a new way of working. March 15, 2023: Ms. Fox forwards Mr. Charles' résumé to the ADM In a March 15, 2023 email, Ms. Fox forwarded Mr. Charles' résumé to Ms. Baptiste, indicating that Mr. Charles was someone she knew from basketball, that he was not bilingual but had extensive experience in client services at GoodLife. She also indicated that he was very interested in immigration, noting that his parents are first-generation immigrants from the Caribbean. She asked Ms. Baptiste to let her know if Mr. Charles was a good fit. Ms. Fox testified that she sent Mr. Charles' résumé to Ms. Baptiste because she had asked for résumés of individuals from outside the federal public service, and because she was motivated by the Call to Action to bring on greater diversity into the department. She believed that if Mr. Charles, a diverse candidate who had client service and management experience, was interested in joining the federal public service, he could be an interesting fit for the ATIP division. Ms. Baptiste testified that it was during a discussion with Ms. Fox that Mr. Charles was identified as the candidate who could fill the position of project manager responsible for modernizing the ATIP division's client experience. Ms. Fox testified that she was constantly forwarding résumés of individuals that came her way. Other than Mr. Charles' résumé, neither Ms. Fox nor Ms. Baptiste could recall Ms. Fox sending any other résumés of external candidates for the ATIP division. Ms. Fox both wrote in her Attestation and testified that, as far as she was aware, after sending Mr. Charles' résumé, Ms. Baptiste and a hiring team took over from then on. March 21, 2023: Mr. Charles meets with the ADM On March 21, 2023, Ms. Baptiste met with Mr. Charles. Ms. Baptiste testified that she initially felt compelled to interview Mr. Charles herself because his résumé had come from Ms. Fox. She said that she wanted to make sure, before forwarding his résumé to departmental officials, that Mr. Charles had the necessary competencies and that he would fit into the new culture they were trying to establish. Mr. Charles testified that during their meeting, Ms. Baptiste asked about his work history, but that they did not discuss his salary, any specific job opportunities, or the possible duration of employment. Ms. Baptiste testified that they discussed his project management experience and opportunities within the ATIP division. According to Mr. Charles, Ms. Baptiste said she believed he had good client service and project management skills and that someone would contact him, but that it could take a while because “things" tended to move slowly. According to Ms. Baptiste, following her meeting with Mr. Charles, she informed Ms. Fox that she would not hire Mr. Charles without him having first met with departmental officials. In her Attestation, Ms. Fox wrote that following his call with the ADM, Mr. Charles emailed her to thank her for sharing his résumé. Both Ms. Fox and Mr. Charles testified that he told her that the meeting had gone well and that things were proceeding. According to Mr. Charles, Ms. Fox asked that she be kept informed. Ms. Fox testified that this request was simply out of courtesy. March 15, 2023: ATIP senior management are asked to meet with Mr. Charles On March 15, 2023, Ms. Baptiste forwarded Mr. Charles' résumé to Tracy Perry, Acting Director General, Access to information and Privacy Management, asking if they could discuss Mr. Charles as a potential resource for the ATIP division. Ms. Perry testified that she initially ignored Ms. Baptiste's email because Mr. Charles' résumé did not look relevant. However, documentary and testimonial evidence shows that by late March, she was having regular discussions with Ms. Baptiste about Mr. Charles. According to Ms. Perry, Ms. Baptiste told her that Mr. Charles' résumé came directly from Ms. Fox and that he would be a great addition to the team due to his outside government experience and perspective. Again according to Ms. Perry, she told Ms. Baptiste that since Mr. Charles had no French language skills and no experience in government, he could only be offered an entry-level position. However, Ms. Baptiste had said that an entry-level position would not suffice as Ms. Fox expected the department to recognize Mr. Charles' client service experience and be given a salary equivalent to what he was earning from the private sector, which would be from a PM‑04 position. Ms. Fox testified that she did not instruct nor exert any pressure on Ms. Baptiste to appoint Mr. Charles to any specific level or position that would match what he earned as a manager at GoodLife. According to Ms. Fox, it was Ms. Baptiste who thought Mr. Charles would be a good fit for a PM‑04 position within the ATIP division. In an instant message exchange on March 30, 2023, staff in Ms. Baptiste's office followed up with Ms. Perry asking if she would have the chance to touch base with Mr. Charles that day. Ms. Perry forwarded the message to François Jetté, Acting Director, ATIP Innovation and Support, stating that they had to meet with Mr. Charles, to which Mr. Jetté responded: “Holy geez, tell her to lay off with this guy already…" Ms. Perry testified that while she never spoke directly with Ms. Fox about Mr. Charles, she believed Ms. Baptiste was feeling pressure from Ms. Fox to have the department meet with Mr. Charles, which caused Ms. Baptiste to exert pressure on her and her staff. A meeting was scheduled for April 4, 2023 between Mr. Jetté and Mr. Charles. In an instant message on April 3, 2023, Mr. Jetté wrote to Ms. Perry that he was meeting with the “DM's best friend" the following day. While asking her to recapitulate what she thought Mr. Charles could do, he suggested potential tasks and responsibilities, such as returning to a client focus for the ATIP division and looking for process improvements. He also wrote that it was to be a one-year term at a PM‑04 level to start. Ms. Perry responded that Mr. Charles could also help another ATIP team review their interactions with clients to see if any changes could be made. Ms. Fox testified that she likely learned about this meeting in an exchange with Mr. Charles. She testified that she invited Mr. Charles to debrief her following his meeting with Mr. Jetté both as a courtesy and because she felt there was resistance to change within the department. She wanted to make sure the meeting had been a positive experience for him. She said that the integration of racialized individuals into the department, and ensuring their skills were recognized, was top of mind for her. However, she testified that she had not heard of any resistance relating to Mr. Charles from the department at that point. April 3, 2023: Ms. Fox sends an internal IRCC document to Mr. Charles to help him prepare for his interview before his meeting with IRCC officials In an April 3, 2023 email, Ms. Fox forwarded to Mr. Charles an internal IRCC briefing document, indicating that it might be useful in providing him with an overview of the department. She wrote that while no one would expect him to know the details, she thought it could be helpful in preparation for his meeting, and that they could chat afterward. Mr. Charles thanked her for the document indicating that he would review it before his meeting. When asked how Ms. Fox knew about his upcoming meeting with the departmental official, Mr. Charles testified that he did not know. Ms. Fox testified that she believes Mr. Charles had informed her about his upcoming meeting. Based on the title of the attachment, Min COS Briefing – Immigration and Citizenship Canada – Departmental Overview – Updated Feb 14, the briefing document was prepared for the new acting Chief of Staff of the Minister of IRCC. The document provided a snapshot of the department's mandate and core responsibilities, main programs and initiatives such as settlement programs, Canada's managed approach to immigration, temporary residents, etc. Both Ms. Perry and Ms. Baptiste testified that it was an internal document. Ms. Fox described it as a briefing document that is regularly updated and testified that she would have received a version of the same document when she was appointed Deputy Minister of IRCC. She said that she has shared the document with stakeholders, parliamentarians, ministers and ministers' offices. Ms. Fox said that the content could be found in various reports, such as annual reports and the public disclosure of briefing materials for a new minister. When asked whether any other candidate would have received the same document, Ms. Fox said that anyone preparing for an interview could call IRCC's human resources and request background information on the department. April 4, 2023: Mr. Charles meets with Mr. Jetté Shortly before his meeting with Mr. Charles, Mr. Jetté informed Ms. Baptiste in an instant message that he was meeting with “the person she'd been asked about several times." Ms. Baptiste replied stating that they needed someone with Mr. Charles' type of client service viewpoint and that Ms. Fox was “pushing this from outside thinking and client focus." In respect of his April 4, 2023 meeting with Mr. Jetté, Mr. Charles testified that they discussed a job opportunity and that he was asked how he would handle certain situations, workloads and high-stress environments. In an instant message exchange following the interview, Mr. Jetté informed Ms. Perry that he “quite liked" Mr. Charles. Ms. Perry responded that she needed to speak with IRCC's human resources about options. She testified that she sought advice because she was not comfortable offering Mr. Charles a term position. April 12, 2023: Information note to the Deputy Minister includes information on Mr. Charles' hiring as a PM‑04 In preparation for an April 12, 2023 trilateral meeting with Ms. Fox and her Associate Deputy Minister, Ms. Baptiste requested from Ms. Perry that information relating to the anticipated hiring of Mr. Charles be included in a note known as a “DM Weekly" for Ms. Fox's information. Ms. Baptiste testified that because Ms. Fox had sent Mr. Charles' résumé, and because it was the only résumé she had sent, Ms. Baptiste wanted to have the information to update Ms. Fox. Furthermore, Ms. Baptiste added that the hiring in the ATIP division was an overall priority for Ms. Fox and that she had asked for updates “a couple of times." Ms. Fox testified that she was not requesting updates on Mr. Charles, but rather she was seeking updates on the transformation of the ATIP division as its performance indicators were a standing item on her bilateral meetings with Ms. Baptiste, who she said regularly solicited and welcomed managerial support on routine matters. She said that the pressure was about improving the ATIP division. As a result, staff included in the DM Weekly note information relating to interviews that had been held for two positions in the ATIP division: a PM‑06, who would lead the software replacement project, and a PM‑04. For the PM‑04 position, staff added the following information: The prospective PM‑04 will provide advice and ens​​​ure a client focus is provided to the project and all ATIP client interactions moving forward. The potential candidate has over 12 years experience in the client service industry and will bring a unique perspective to how we are currently delivering our services to ATIP clients. Conversations are ongoing with HR to identify the quickest path to bringing the two individuals on board. While reviewing the DM Weekly note before sending it to the Deputy Minister's office, Vera Azzi, Office Manager, Office of the ADM, Corporate Services, instant messaged Ms. Perry asking her why the hiring of a PM‑04 was included in the note and questioned the relevance of including such information in a briefing for a Deputy Minister. Ms. Perry replied that the Deputy Minister would want this information given that she had referred Mr. Charles to the department. Ms. Perry added that staff could not specify in the note that Mr. Charles was a referral from Ms. Fox so as to avoid a paper trail. When asked about the exchange between Ms. Azzi and Ms. Perry, Ms. Fox testified that the department's hiring was a very minor part of her day-to-day responsibilities. She said she did not convey any pressure to Ms. Baptiste and was upset to read Ms. Perry's message as she does not believe it reflected her motivation or her actions. During the April 12, 2023 trilateral meeting, Ms. Baptiste recalled that very little was discussed about Mr. Charles. Following the trilateral meeting, on April 13, 2023, Ms. Azzi sent an email to Ms. Perry, informing her that the DM Weekly had been shared with the Deputy Minister and included a screen shot of the note with Ms. Fox's handwritten comments: “PM‑04 would be great. Allows him to integrate." There was no written comment from the Deputy Minister about the PM‑06 position. Ms. Perry testified that she understood Ms. Fox's handwritten comment about Mr. Charles to be another indicator that the department needed to continue with his hiring. Ms. Fox confirmed that it was her handwriting. She testified that her comment reflected on her satisfaction that Mr. Charles, a racialized individual, would have his external experience recognized within the government system, which had been an identified gap in the reporting Ms. Fox had received from the Anti-Racism Secretariat. She said that her statement that a PM‑04 level would allow Mr. Charles to integrate was not about the salary level, but rather about allowing him to use and apply his management and client service skills at an appropriate level within the federal system. She further testified that for racialized individuals, the department tended to offer the lowest level possible. In the same April 13 email to Ms. Perry, Ms. Azzi also wrote, “... for the recommended candidate from Good[L]ife, the DM and ADM want to know how long it will take to bring this person in?" Ms. Azzi did not receive a response to her question. Documentary evidence shows that following her email, Ms. Azzi followed up with departmental staff on three additional occasions in the three weeks that followed her initial email, regarding the hiring of Mr. Charles. Ms. Azzi testified that if she was following up with the department, it was because Ms. Baptiste had been asked by Ms. Fox for an update, Ms. Fox's staff had enquired with staff in the ADM's office, or Ms. Baptiste had an upcoming meeting with the Deputy Minister where she would be asked to provide an update. Ms. Azzi testified that it was uncommon for her, in her role as the ADM's Office Manager, to be seeking updates on the hiring of a PM‑04 position. She further testified that, in her experience working in an ADM's office, it was uncommon for a Deputy Minister to enquire about a specific résumé, especially for a candidate considered for a low-level position such as a PM‑04. Ms. Baptiste confirmed that it was indeed uncommon for a Deputy Minister to enquire about a specific candidate being considered for a low-level position. Ms. Fox testified that she did not recall ever asking for timing around Mr. Charles' hiring. She also testified that it was not uncommon for her to enquire about a specific candidate at a low-level position. She said that while she was not involved in the day-to-day management and hiring of the department, she would be involved depending on the context. Ms. Fox further testified that she would describe her discussions with Ms. Baptiste about Mr. Charles as a very minor topic among the countless day-to-day tasks she had as Deputy Minister of IRCC. Departmental staff have concerns Documentary evidence in the form of emails between departmental senior staff shows there were concerns with Mr. Charles receiving a PM‑04 position. Because of his lack of government and ATIP experience, he did not meet the qualifications in the statement of merit criteria to be appointed to a PM‑04 term position. As a result, departmental staff recommended to Ms. Baptiste that they proceed with a casual appointment. Ms. Perry testified that her concerns were that a PM‑04 level within the ATIP division is a supervisory position which requires an individual to be bilingual, have knowledge of laws relating to access to information and privacy, and have knowledge and experience using the related software to manage a team. She said Mr. Charles was being brought in without any of the required experience and knowledge when there was existing staff with years of experience who were deserving of the level, but who had not had an opportunity to participate in a process to compete for the level. Ms. Baptiste testified that since Mr. Charles was coming from the private sector, she did not expect that he would know legislation relating to ATIP or government policies and practices. As a result, she did not expect that he would meet the merit criteria. Ms. Perry confirmed that the department had recently updated their job descriptions and were now using a generic job description for ATIP positions, which posed a challenge when they were asked to create a unique position specifically for Mr. Charles. Ms. Fox testified that she was unaware about the department's position that Mr. Charles did not meet the qualifications in the statement of merit criteria for the PM‑04 position. April 24, 2023: Ms. Fox weighs in on Mr. Charles' proposed position level Mr. Charles testified that during a follow-up meeting, Mr. Jetté told him that he was considering offering him a PM‑02 position and that he had to consider available positions within his team and whether Mr. Charles would be a “good fit." The documents provided by IRCC show that Mr. Charles told IRCC investigators that he felt uneasy with a PM‑02 position as he was concerned with the level of pay. Mr. Charles testified that, following this meeting, he informed Ms. Fox about Mr. Jetté's intent to start him at the PM‑02 level. According to Mr. Charles, Ms. Fox stated that she hoped the department would value his experience in dealing with clients. Ms. Fox testified being surprised by the news given her previous discussions with Ms. Baptiste about a PM‑04-level position. In an April 24, 2023 email to Ms. Baptiste with the subject line “follow-up," Ms. Fox wrote: I wanted to touch base on BJ Charles – he has met with your team and is very excited. I had understood the PM4 was an option for him which I think makes sense. I think he is being offered a PM2 which may make it tough to leave current position…. any flex on this to recognize his experience outside the federal system? Sorry to bug you on this in the middle of the strike! Ms. Baptiste replied to Ms. Fox confirming that they were proceeding with a PM‑04-level position and that she had been informed by staff that they had told Mr. Charles that outside recruits were usually offered a PM‑02 position. Ms. Baptiste further wrote that given Mr. Charles' experience, she would make sure they would proceed with a PM‑04 level. When asked what she meant when she wrote that a PM‑02-level position might make it difficult for Mr. Charles to leave his current employment, Ms. Fox testified that while for him it might have been difficult due to the lower salary, for her it was about ensuring Mr. Charles was not automatically appointed to an entry-level position, as is the case with many racialized individuals entering the federal public service whose experience and skills are not recognized due to racism. When asked about the email subject line, Ms. Fox testified that “follow-up" was a common way for her to initiate her emails. Ms. Fox testified that Ms. Baptiste told her that she was receiving pushback from the department because it was resistant to change. Ms. Fox said that it was her view that the department tended not to recognize external skills and had gaps in how it recognized diverse candidates in terms of talent mapping. Ms. Fox wrote in her Attestation that she used the situation to provide support and mentoring to Ms. Baptiste as a newly promoted ADM. She encouraged Ms. Baptiste to use her judgment with respect to Mr. Charles and not rely without question on the advice from her management team and to challenge hiring practices that had been brought to her attention as obstructing progress on the Call to Action. Ms. Fox testified that as a new ADM, Ms. Baptiste struggled with some of the human resources decisions. She said that she supported Ms. Baptiste and that their bilateral meetings often centred on helping Ms. Baptiste make decisions relating to human resources that were required of her as an ADM, such as removing barriers for employees and recruiting racialized individuals. However, she testified not knowing that the department had determined that Mr. Charles did not have the qualifications to meet the statement of merit criteria for a PM‑04 position within the ATIP division. Ms. Fox wrote in her Attestation that she relied on Ms. Baptiste and the hiring team to make human resource decisions and did not seek to become involved. According to Ms. Fox, she had no further involvement in Mr. Charles' hiring process and did not recall any further discussions with Ms. Baptiste about the matter. Ms. Baptiste testified that when she received Ms. Fox's April 24 email, she was not aware that staff had proposed offering Mr. Charles a lower position. She said that she did not feel that she had any choice but to appoint Mr. Charles to a PM‑04 position because not doing so would mean having to depart from her initial conversation with Ms. Fox relating to Mr. Charles. Ms. Baptiste further added that she felt uncomfortable offering Mr. Charles a lower position because Ms. Fox had told her during a bilateral meeting that Mr. Charles had recently had a baby. Ms. Fox testified that she did not recall Mr. Charles bringing up a baby with her and did not think she would have brought that up with Ms. Baptiste. According to Ms. Azzi, Ms. Baptiste appeared stressed about the PM‑04 hiring and that since this was a request of importance to Ms. Fox, she believed Ms. Baptiste felt it needed to get done. Ms. Azzi also testified that, in her view, Ms. Baptiste felt obligated to hire Mr. Charles because she herself had been hired by Ms. Fox. Documentary evidence shows that departmental staff felt pressured to quickly bring Mr. Charles into the department all the while respecting human resources rules. In an April 24, 2023 instant message to Ms. Baptiste, Ms. Perry wrote: “Please let the DM know we are working as hard as possible, especially with the limited staff we have right now, to make this a reality as quickly as possible." Ms. Baptiste testified that there was indeed an urgency to fill the position because Ms. Fox wanted Mr. Charles hired and because of the pressure to improve the ATIP division's performance. April 27, 2023: Mr. Charles is offered a casual PM‑04 position On April 27, 2023, Mr. Charles was offered a three‑month casual PM‑04 position, which he accepted. Documentary evidence shows that departmental staff expedited Mr. Charles' letter of offer, security clearance, ID card and access to the necessary office equipment for his first day of work. June 2023: Departmental staff work on a term position for Mr. Charles On May 11, 2023, Mr. Charles began working as a Client Experience Advisor on the Innovation and Support team within the ATIP division, which was responsible for the software replacement project, the migration to an ATIP online portal, related training, etc. In an instant message exchange, Ms. Baptiste and Ms. Perry discussed the plan to move Mr. Charles to a term position as soon as possible. In an instant message on June 22, 2023, Ms. Perry stated to Mr. Jetté that Ms. Baptiste had asked her whether they had begun the paperwork to give Mr. Charles a two‑year term at the PM‑04 level. She wrote that this was at the request of Ms. Fox. When asked about her instant message to Mr. Jetté, Ms. Perry testified that she could not recall Ms. Fox weighing in on Mr. Charles' term length. However, she surmised that if she relayed this message to Mr. Jetté, she must have been informed by Ms. Baptiste. Ms. Baptiste stated that she could not recall any discussion with Ms. Fox regarding a desired length of term for Mr. Charles but did recall that after he was appointed to the casual PM‑04 position, Ms. Fox continued to occasionally enquire about him. Ms. Fox testified that she does not recall enquiring about Mr. Charles after he was hired. She stated that she was not aware that Mr. Charles had been offered a casual position, and that she never had any discussions with Ms. Baptiste about his term length. In an email on July 25, 2023, a staff member in human resources updated their supervisor, informing them that a position was created specifically for Mr. Charles and that a term position would be offered to him. September 2023: Mr. Charles is offered a one-year term as a PM‑04 Instant messages between senior staff in the ATIP division as well as evidence gathered in the course of IRCC's investigation interviews show that Mr. Charles struggled with the tasks given to him. Ms. Perry testified that she was told that Mr. Charles was struggling to understand the subject matter and was underperforming in what was being asked of him. As a result, Mr. Charles was transferred to a different team within ATIP, which had more of a focus on client services, and was given new tasks. However, evidence shows he continued to struggle to perform. Mr. Charles testified that it was “news to [him]" and said that no one spoke to him about him having any performance issues. Despite his performance issues, on August 14, 2023, Mr. Charles was offered and accepted an external, non-advertised one-year term at the PM‑04 level beginning on September 20, 2023. According to documentary evidence, the statement of merit criteria was modified, allowing Mr. Charles to meet the requirements despite his minimal experience. Ms. Perry testified that she did not feel the department had any other choice but to offer Mr. Charles a term appointment at the PM‑04 level. Ms. Baptiste testified that she believed Mr. Charles should be given the chance to prove himself before being offered a lower position. According to the articulation of the selection decision documents, departmental staff in human resources consulted the employment equity document and noted that there were indeed gaps within the organization. However, staff also noted that Mr. Charles did not belong to an employment equity group. Mr. Charles testified that he was not aware that he did not self-declare being part of an employment equity group and did not recall whether he was ever asked. Mr. Charles further testified not recalling Ms. Fox ever discussing with him the public service's Call to Action. Ms. Azzi testified that she recalled the Call to Action being discussed at large within IRCC at the time, however, she could not recall any discussions regarding the Call to Action in relation to Mr. Charles' appointment. Ms. Perry testified that the Call to Action was not mentioned to her regarding Mr. Charles, however, she acknowledged that someone should have asked him whether he had wanted to self-declare. Ms. Fox testified that when she forwarded Mr. Charles' résumé to Ms. Baptiste, they discussed how his referral and hiring related to the gap they had identified in ATIP client services and to the objectives of the Call to Action by bringing diversity to the workforce. Evidence shows that staff in the ATIP division were surprised by the sudden arrival of Mr. Charles. Given that he was hired as a casual employee and then appointed to a term position for which no departmental staff considered him to be qualified, many assumed he had been personally brought in by someone who knew him. Evidence also shows that senior staff referred to him as “the DM's friend." Ms. Perry testified that the hiring of Mr. Charles caused a multitude of challenges within the ATIP division. She said that morale was greatly affected when staff found out that an individual with no French language skills and without any government experience or knowledge had been brought in and appointed to a PM‑04 position. Ms. Perry further testified that, had there not been what she described as a dedicated campaign of pressure from Ms. Fox and her office, the department would not have offered a casual or a term PM‑04 position to Mr. Charles. IRCC investigates Mr. Charles' appointment at the PM‑04 level In August 2023, IRCC began conducting an internal investigation into wrongdoing in respect of several staffing actions. The investigation at that time did not include the hiring of Mr. Charles. In a written submission to this Office, Nicole Primeau, then Director General of Audit and Investigation and Senior Officer for Internal Disclosure, stated that in the course of a bilateral meeting with Ms. Fox in the early fall of 2023, she provided the Deputy Minister with a high-level summary of a disclosure and recent evidence relating to the hiring practices within the ATIP division and recommended that the investigation be expanded. According to Ms. Primeau, Ms. Fox told her that she was aware of the hiring of one individual, Mr. Charles specifically. Ms. Fox informed her that she had referred Mr. Charles to the ADM as a possible candidate. Ms. Primeau wrote that Ms. Fox told her there was no reason to expand the investigation to include the ADM because she had simply shared the résumé with the ADM and that she had not directed the ADM to hire Mr. Charles. Ms. Fox told her it was likely a misunderstanding and that she was going to speak to Ms. Baptiste to clarify that when she shares résumés with ADMs, there is no expectation that the individual be hired. According to Ms. Primeau, she told Ms. Fox that Mr. Charles was hired into a position for which he was not qualified given his background as a manager of a GoodLife gym. Ms. Fox disagreed, telling Ms. Primeau that his experience was transferable to the public sector and that he was hired because of his customer service experience to lead a special project within the division. Ms. Fox testified that she did not attempt to exclude Mr. Charles' appointment from the investigation. She said that during their discussion, Ms. Primeau mentioned that the investigation centred on individuals in the ATIP division hiring family members and that Ms. Baptiste may have been involved because it was assumed she had hired a relative, Mr. Charles. Ms. Fox said that she sought to clarify with Ms. Primeau that Mr. Charles was not a relative and that it was she who had referred him to Ms. Baptiste. She said that she told Ms. Primeau that while she had shared his résumé, it was always under the premise that people could make their own decisions. Documentary evidence provided by IRCC shows that the department's investigation into wrongdoing was nonetheless expanded to include the appointment of Mr. Charles at thePM‑04 level. On this matter, IRCC's report, completed in January 2025, found that he had no experience related to the proposed position and that human resources had concerns about him not meeting the merit criteria. The report found that he was granted the PM‑04 casual and term positions because of his relationship with Ms. Fox, which amounted to preferential treatment. The report further noted that a PM‑04 position is not an “entry-level" position within IRCC's ATIP division. As a result, the preferential treatment granted—both in obtaining employment and obtaining a relatively high level within the team—was considered significant. June 2024: Mr. Charles seeks another job Documentary and testimonial evidence shows that Mr. Charles was told that due to his ongoing performance issues, his term would not be renewed at the PM‑04 level. Ms. Baptiste testified that she was informed by Ms. Perry that Mr. Charles was not meeting expectations at the PM‑04 level. Mr. Charles testified that he was informed in the summer of 2024 that his term would not be renewed because the position would no longer exist. He said he contacted Ms. Fox, aware that she was now Deputy Clerk of the Privy Council and Associate Secretary to the Cabinet, to enquire about job opportunities at the Privy Council Office (PCO). Mr. Charles could not recall the way in which he contacted Ms. Fox. He testified that he believes they would have spoken about IRCC's investigation into his appointment to a PM‑04 position, which was ongoing at the time. In her Attestation, Ms. Fox wrote that, in or around June 2024, Mr. Charles contacted her and told her that he wished to leave IRCC. She testified that he told her that his experience at IRCC had not been positive, that there were poor management practices within the ATIP division, and that he did not feel he was given a fair opportunity. She expressed to Mr. Charles that she was not aware whether there were any openings at the PCO but nonetheless told him to send his résumé to her assistant. She informed the ADM responsible for Human Resources at the PCO that Mr. Charles would be sharing his résumé. According to email evidence, Ms. Fox's assistant scheduled a meeting between Mr. Charles and the ADM for June 12, 2024. When asked what she told the ADM about Mr. Charles, Ms. Fox testified that she told the ADM that that his experience at the department had been terrible from a professional standpoint. She also told the ADM that she was unaware whether the PCO's ATIP division had similar needs as IRCC did, but that if he was looking for staff, Mr. Charles was looking for a new opportunity. According to Ms. Fox, the ADM told her that they were always looking to hire, whether it was in the ATIP division or another division, and he told her to send him Mr. Charles' résumé and that they would be happy to meet with him. Ms. Fox testified that she did not tell the ADM that she had referred Mr. Charles to Ms. Baptiste or that Mr. Charles was an acquaintance of hers from the varsity basketball community. On June 12, prior to his meeting with the ADM, Mr. Charles first met Ms. Fox at her office. According to Mr. Charles, Ms. Fox told him about the employment opportunities at the PCO. She then walked him down to the office of the ADM and provided introductions to the ADM and a senior director with the ATIP division, who was also present. He said they chatted until Ms. Fox left for another meeting. Mr. Charles said that following his meeting with the ADM, he then met with the senior director in charge of the ATIP division. According to Ms. Fox, following their meeting with Mr. Charles, the ADM informed her during a bilateral meeting that their discussion had gone well. According to Mr. Charles, in early September 2024, he received a verbal offer of employment for a PM‑04 ATIP Analyst position from the PCO. Mr. Charles testified that he told Ms. Fox about the job offer with the PCO. On September 13, 2024, Mr. Charles accepted a two-month term extension at the PM‑04 level with IRCC. On October 22, 2024, he accepted a demotion to a CR-04 position with IRCC, which was to start once his PM‑04 term extension came to an end. According to Mr. Charles, the acceptance of the CR-04 position was a means of staying employed while waiting to receive the Top Secret clearance he required to work at the PCO, a process he was told could take up to six months to complete. Mr. Charles testified that he informed PCO officials of the upcoming demotion. On October 25, 2024, Mr. Charles signed his written letter of offer for a PM‑04 ATIP Analyst position at the PCO. He then received his Top Secret clearance within two months, allowing him to start his new job at the PCO on November 7, 2024, before the end of his PM‑04 term extension and planned demotion to CR‑04 at IRCC. Issues The issues to be addressed are as follows: Did Ms. Fox use her position as Deputy Minister of IRCC to seek to influence departmental officials into hiring an alleged friend, Mr. Charles?In the absence of any finding of such friendship, did Ms. Fox use her position as Deputy Minister to seek to influence departmental officials to hire Mr. Charles in a manner that would have improperly furthered his private interests? Ms. Fox's position In her written Attestation of July 2, 2025, Ms. Fox denied the allegation made against her and stated that Mr. Charles is not a friend and that she did not exert undue influence or pressure on public servants to hire Mr. Charles or otherwise seek to improperly further his private interests in contravention of section 9 of the Conflict of Interest Act (Act). Ms. Fox testified that as a senior public servant, she has a deep respect for, and an understanding of, her obligations under the Act. She submitted that she consistently discharged her duty as a public office holder appropriately and with a view to furthering the Government of Canada's interests. Ms. Fox submitted that as Deputy Minister of Immigration, Refugees and Citizenship Canada (IRCC), she was given a clear mandate by the then-Clerk of the Privy Council to lead cultural and organizational change at IRCC, which had a reputation as an organization resistant to change and with poor performance in serving clients and ministers. It was a large-scale organizational challenge which she approached with an acute understanding of her responsibility to lead by example. One area of concern was within the Access to Information and Privacy (ATIP) division. It suffered from a high turnover and chronic lack of ATIP officers, which resulted in challenges in complying with the timelines set out in the Access to Information Act. According to Ms. Fox, at the time of her appointment, IRCC was also grappling with issues of anti-racism, diversity and inclusion. She wrote that the Clerk of the Privy Council had specifically mandated her to implement the Call to Action on Anti-Racism, Equity, and Inclusion in the Federal Public Service. She was cognizant of the findings of the Anti-Racism Secretariat that Black employees at IRCC faced challenges in getting hired and barriers to having their skills gained within and from outside the federal public service. Ms. Fox stated that it is accurate that she brought Mr. Charles' interest in a position at IRCC to the attention of her Assistant Deputy Minister (ADM). She added that the allegations that Mr. Charles is her friend or that she exerted pressure on public servants to hire him are false. She submitted that her relationship with Mr. Charles meets none of the indicators of friendship for the purposes of the Act, as expressed in various publications and reports issued by this Office. She also submitted that friendship under the Act has been interpreted as requiring a close bond, feeling of affection or special kinship. Sharing an alma mater is insufficient to meet this standard. According to Ms. Fox, Mr. Charles' hiring was routine and took very little of her time. She was involved in a limited way and to an entirely appropriate degree in Mr. Charles being considered for a position at IRCC: first by directing his résumé to her newly appointed ADM and then, indirectly, by encouraging her new ADM to confidently state her view on Mr. Charles' potential rank to the hiring team. According to Ms. Fox, her attempts to support Ms. Baptiste in her role as ADM should not be mistaken for pressure and that Ms. Baptiste never conveyed to her that she was feeling pressured. Rather, Ms. Baptiste seemed appreciative of the mentoring and support provided to her. Ms. Fox believes Ms. Baptiste may have lacked confidence in her authority as an ADM and as a result may have invoked her name to manage difficult staff within the ATIP division. Ms. Fox submitted that her actions in relation to Mr. Charles' hiring were proper, that no additional or improper actions were taken and that she complied with her professional obligations as a Deputy Minister. Ms. Fox added that she took the actions she did because she thought Mr. Charles was a candidate who merited consideration in a time of dire need for acute talent within the ATIP division and in an effort to further the goals of the Call to Action and Corporate Priorities for deputy ministers, and for no other reason. Analysis and conclusion In this examination, I must determine whether Christiane Fox contravened section 9 of the Conflict of Interest Act (Act) by using her position as Deputy Minister of Immigration, Refugees and Citizenship Canada (IRCC) to seek to influence departmental officials into hiring an alleged friend, Björn Charles, or in the absence of any such friendship, whether Ms. Fox used her position as Deputy Minister to seek to influence departmental officials to hire Mr. Charles in a manner that would have improperly furthered his private interests. Section 9 of the Act prohibits public office holders from using their position to seek to influence another person's decision to further their own private interests, those of their relatives or friends or to improperly further those of another person. It reads as follows: 9. No public office holder shall use his or her position as a ​​​public office holder to seek to influence a decision of another person so as to further the public office holder's private interests or those of the public office holder's relatives or friends or to improperly further another person's private interests. The furthering of private interests One of the questions I must consider in relation to how section 9 of the Act applies to this matter is whether the private interests of Mr. Charles were furthered. It is an undisputed fact that, after being referred by the Deputy Minister, Mr. Charles was hired by IRCC on a casual basis in May 2023 for a three-month period as a project manager (PM‑04) and was subsequently offered, in August 2023, an external non-advertised one-year term contract at that same level, which he accepted. An employment contract with IRCC, whether on a casual or a term basis, is a private interest within the meaning of the Act notably because of the remuneration and benefits attached to the position.[i] The relationship between Ms. Fox and Mr. Charles The next matter to be addressed is whether, Ms. Fox and Mr. Charles are friends within the meaning of the Act. The Act does not define “friends" for the purposes of the Act. However, there are several reports by my predecessors where they have interpreted the term to mean individuals “who have a close bond of friendship, a feeling of affection or a special kinship."[ii] In October 2021, the Office published an information notice which sets out a number of indicators to assist public office holders in determining whether an individual is a friend.[iii] These include, among others, the duration of the relationship, the type and frequency of interactions, the sharing of meals, the giving of gifts, and displays of trust or affection. In respect of the application of these indicators, Ms. Fox's position is that her relationship with Mr. Charles does not qualify as a friendship for the purposes of the Act. I agree with Ms. Fox's position. The evidence gathered in this examination shows that Ms. Fox and Mr. Charles knew each other from both being involved in university basketball. While both described each other as old acquaintances, it appeared to me that the two of them are in fact connected through Ms. Fox's spouse, who was Mr. Charles' former assistant basketball coach. Mr. Charles described Ms. Fox's spouse as someone he had gotten to know very well in past years but more casually in recent years. Mr. Charles testified that he has kept in regular touch with Ms. Fox's spouse over time, mostly by text messaging when alumni events are approaching or at the end of the basketball season to congratulate him on the season. Both Ms. Fox and Mr. Charles testified that they neither socialize at each other's homes nor do they share meals or exchange gifts. Mr. Charles recalled giving a bottle of wine to Ms. Fox's family on one occasion. The extent of their personal interactions was described as being limited to attending events connected to their alumni status. The documentary evidence gathered also shows that Ms. Fox, in correspondence with her Assistant Deputy Miniter (ADM), described Mr. Charles as “someone she knew from basketball." While the documents show that Ms. Fox and Mr. Charles communicated in a friendly and informal manner, for example by using first names, the evidence shows that when Mr. Charles first reached out to Ms. Fox, he did so by obtaining her contact information from Ms. Fox's spouse. While Ms. Fox and Mr. Charles have known each other for more than two decades, their relationship does not appear to have changed over the years in that any gatherings or social interactions have been through larger social circles connected to their ties to university basketball. I am therefore of the view that the nature of the relationship falls short of a friendship within the meaning of the Act. Ms. Fox's use of her position to further the private interests of Mr. Charles Was there an impropriety? Since they are not friends within the meaning of the Act, I must next determine whether Ms. Fox used her position as Deputy Minister to seek to influence departmental staff to hire Mr. Charles and if so, whether it amounted to an impropriety. Using one's position to seek to influence, as the phrase is used in section 9 of the Act, should be understood in its ordinary meaning, which aligns with the definition of “influence" in Black's Law Dictionary (10th edition) as the “use of pressure, authority, or power, usu. indirectly, to induce action or change the decisions or acts of another."[iv] In several past examination reports, the Office has interpreted the word “improper" to apply to conduct that could be considered contrary to a rule, a regulation, or a process, or that would constitute a form of preferential treatment.[v] Ms. Fox's position is that she acted properly at all times, noting that the hiring decision belonged to her ADM and departmental staff. She stated that any intervention on her part was minor and related to her priorities to solve the challenges in the Access to Information and Privacy (ATIP) division and to further the objectives of the Call to Action on Anti-Racism, Equity, and Inclusion in the Federal Public Service, as well as supporting her newly appointed ADM. In The Finley Report (2015), then-Commissioner Dawson considered whether a proponent's private interest had been improperly furthered when the Minister gave their proposal preferential treatment. The Minister had singled out the proposal for external evaluation and, ultimately, for funding, despite it not meeting the established funding criteria and not having been recommended by the department. The report concluded that the giving of preferential treatment could, in and of itself, be sufficient to find an impropriety. In her testimony, Ms. Fox stated that she often passes on the résumés of individuals that come her way. This illustrates what would be standard treatment of requests from people she might know from outside or within the public service and who approach her to discuss their interest in seeking new opportunities. In such cases, a Deputy Minister would not typically get involved any further, especially where the said opportunities are far removed from their level of seniority. The evidence establishes that in the case of Mr. Charles, Ms. Fox was approached in her private sphere, as her spouse provided him with her contact information and she took his call over the weekend. Then, throughout the process that resulted in Mr. Charles' hiring, she had several follow-up communications directly with him about how the process was going and asked that she be kept informed. She also provided him with an internal briefing document destined for a high-ranking official to help him prepare for his interview. While the content of this document was largely publicly available, the document was nonetheless internal to IRCC. In her capacity as Deputy Minister, she and her office sought updates about him specifically, as stated by several witnesses and as corroborated by the documentary evidence. She also intervened on his behalf with her ADM when she learned directly from him that the department was going to offer him a lower position. There is also evidence that Ms. Fox mentioned to her ADM at a bilateral meeting that Mr. Charles had just had a baby, a fact that Mr. Charles testified had motivated his desire for a career change and that Ms. Baptiste testified made her feel uncomfortable about offering Mr. Charles a lower position. While Ms. Fox did not think she would have done so, I accept Ms. Baptiste's version of the event. This intervention was, in my view, an attempt to influence Ms. Baptiste's decision on Mr. Charles' level and salary. Then, shortly after he accepted a casual appointment, the documentary evidence and testimony of several witnesses show that she made enquiries with departmental staff about his status, though Ms. Fox stated that she did not recall doing so. In sum, rather than simply passing on Mr. Charles' résumé, Ms. Fox continued to communicate privately with him in respect of a process she was able to influence and followed up several times in her capacity as Deputy Minister with the person whose decisions would be determinative of Mr. Charles' employment. I consider that Ms. Fox's level of involvement and continued interest in respect of Mr. Charles' employment opportunities at IRCC were directed at influencing her newly appointed ADM to hire Mr. Charles, and to do so at a higher classification than the evidence suggests he would have otherwise received. Her conduct resulted in the giving of preferential treatment to Mr. Charles, which in my view amounts to an impropriety. I must now address Ms. Fox's position that her involvement was proper because it related, on the one hand, to her priorities to solve the challenges in the ATIP division, and on the other hand, to furthering the objectives of the Call to Action. Were Ms. Fox's interventions proper because Mr. Charles' hiring was meant to fill the needs of the ATIP division? According to the evidence, the ATIP division at IRCC suffered from a chronic lack of ATIP officers, which resulted in delays in processing and managing ATIP requests. The division was missing deadlines in a majority of cases and had to deal with communications from frustrated members of the public seeking updates on their requests. Evidence shows that Ms. Fox referred only one candidate to address the needs of the ATIP division, Mr. Charles, and he was the only candidate considered for this external non-advertised position related to client services. The evidence also shows that senior staff within the ATIP division were at a loss to determine what tasks Mr. Charles, who had no previous government or ATIP experience, would be given, all the while being pressured to quickly interview and hire him in early April 2023. Information about Mr. Charles' hiring was included in a “DM Weekly" briefing note, along with an update about another position in the ATIP division, at the PM‑06 level. Ms. Fox's only handwritten comment on the note related to Mr. Charles' interests, namely that the PM‑04 would be great for him. Following this briefing, the documentary evidence shows that Ms. Fox and Ms. Baptiste wanted to know from departmental staff how long it would take to bring Mr. Charles in. According to Ms. Perry, the department's job descriptions for ATIP positions posed a challenge when they were asked to create a unique position specifically for Mr. Charles, notably due to his lack of ATIP experience. Then when Mr. Charles informed Ms. Fox that the department was considering him for a lower PM‑02 position, Ms. Fox wrote to her ADM, once again, specifically about Mr. Charles and his interests, to see if there was “any flex" in considering him for the PM‑04 position, as the lower level would make it difficult for him to leave his current position. In addition to the departmental hiring team not having clarity on what tasks Mr. Charles was to perform when interviewing him, shortly after he started, Mr. Charles was transferred to another team in the ATIP division. This also leads me to believe that Mr. Charles' hiring was not part of a coordinated plan to address the priority needs of the ATIP division. Overall, in weighing the evidence gathered, I conclude that Mr. Charles' hiring could not reasonably be foreseen to respond appropriately to a general need to hire qualified staff to address the specific and pressing challenges faced by IRCC's ATIP division. Rather, in my view, the task at hand was to create a position to fit the profile and desired salary range of a specific individual referred by the Deputy Minister. Consequently, I do not accept Ms. Fox's position that her interventions were proper because general ATIP priorities motivated her involvement as Deputy Minister in Mr. Charles' hiring. Were Ms. Fox's interventions proper because they were motivated by objectives of the Call to Action? On this point, I saw no mention of the Call to Action in any of the documentation prepared by departmental staff relating to Mr. Charles' hiring. The ADM's Office Manager testified that while the Call to Action was discussed at IRCC at large in 2023, she did not recall any mention of the Call to Action or other diversity, equity, and inclusion considerations in respect of the hiring of Mr. Charles. According to the evidence, neither Mr. Charles nor the department identified Mr. Charles as belonging to an employment equity group in the decision for his term appointment. Mr. Charles also testified that he could not recall whether he was ever asked about self-declaring as being part of an employment equity group. While the Call to Action is a specific and meaningful objective and requires actions from those responsible for leadership, in this specific case, I am unable to conclude that the Call to Action motivated Mr. Charles' hiring or Ms. Fox's conduct in the matter. Conclusion I consider the sustained interest and involvement by the Deputy Minister in relation to the hiring of Mr. Charles, whom I have determined was not a friend within the meaning of the Act, to constitute preferential treatment amounting to an impropriety. The evidence shows that Ms. Fox used the weight of her position as Deputy Minister to advance Mr. Charles's private interests by: (1) sending his résumé to her ADM with the expectation that departmental officials would quickly meet with him, (2) seeking updates from him and departmental officials about his hiring, (3) providing him with an internal document, and (4) pushing for a higher classification. I did not find her justifications relating to her interventions being motivated by the needs of the ATIP division and the Call to Action credible. Clearly, the true intent behind her interventions was to help Mr. Charles find new employment, and this occurred under her watch through the creation of a position in her department to fit Mr. Charles' needs. Given the above, I find that Ms. Fox contravened section 9 of the Act by using her public office to improperly influence her ADM and other departmental officials into hiring Mr. Charles, whom she had referred, an individual with no government or ATIP experience, at a management level for which departmental officials had advised he was not qualified. [i] The Office has interpreted the term “private interest" under the Act to refer largely to pecuniary interests. Subsection 2(1) of the Act provides a negative definition of the term, setting out that it “does not include an interest in a decision or matter (a) that is of general application; (b) that affects a public office holder as one of a broad class of persons; or (c) that concerns the remuneration or benefits received by virtue of being a public office holder." None of these exceptions apply in this matter. [ii] Morneau II Report [iii] Managing a conflict of interest: Why disclosing a friendship matters [iv] “Influence" in Black's Law Dictionary, 10th ed., at p. 898. [v] Trudeau II Report and The Finley Report

Report on a former member of the Canadian Cultural Property Export Review Board for switching sides by representing a client who had previously appeared before the former public office holder in a related proceeding. Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons or, as is the case with this examination, on his own initiative. When an examination is conducted on the Commissioner's own initiative, unless the examination is discontinued, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report, and the report is made available to the public. Executive Summary This report presents the findings of an examination under the Conflict of Interest Act of the conduct of Mr. Glen Bloom, a former member of the Canadian Cultural Property Export Review Board (Review Board). I had to determine if he contravened the Act's post-employment rules by “switching sides" when he represented an art auction house in a 2024 Review Board proceeding after he had previously participated as a member of the Review Board in a 2022 decision relating to the same art auction house and work of art. The examination focused on subsection 34(1) of the Act. It prohibits former public office holders from acting for or on behalf of a person or organization in connection with any specific proceeding, transaction, negotiation or case to which the Crown is a party and if they previously had acted for, or provided advice to, the Crown. In 2022, Heffel Gallery Limited (Heffel Gallery) sold a work of art to an overseas buyer and applied to the Canada Border Services Agency for a cultural property export permit. When the permit was refused, the art auction house filed a Request for Review to the Review Board but missed the filing deadline. The Review Board allowed Heffel Gallery to make submissions on the Review Board's authority to extend the deadline. Mr. Bloom was part of a panel that concluded the Review Board did not have the authority to do so. As a result, the Review Board did not conduct the requested review. In 2024, Heffel Gallery applied for a cultural property export permit and was again refused. It requested to the Review Board, within the deadline, a review of the new refusal. Mr. Bloom, who was no longer a member of the Review Board, represented Heffel Gallery in its Request for Review. These two Review Board proceedings dealt with separate reviewable decisions, even though they involved the same art auction house and the same work of art. As a result, I found that Mr. Bloom did not “switch sides" when he represented Heffel Gallery in the 2024 proceeding before the Review Board and, therefore, did not contravene subsection 34(1) of the Act. Concerns and process On September 13, 2024, the Office received a letter from a member of the public which outlined concerns with respect to the post-employment conduct of Mr. Glen Bloom, former member of the Canadian Cultural Property Export Review Board (Review Board). As a Governor-in-Council appointee from February 2013 until March 3, 2023, Mr. Bloom was a public office holder subject to the substantive sections of the Conflict of Interest Act (Act). As a former public office holder, he is subject to the post-employment rules set out in sections 33 and 34 of the Act. The member of the public wrote that in July 2024, they were informed by Heffel Gallery Limited (Heffel Gallery), an art auction house, that Mr. Bloom would be acting as its representative in an upcoming review requested by the art auction house relating to a refused cultural property export permit application for an object that was the subject of a Review Board decision in 2022. According to the complainant, Mr. Bloom had direct involvement as a panel member in that 2022 request submitted by Heffel Gallery. Based on the information provided in the letter, there was reason to believe that Mr. Bloom may have contravened a post-employment rule, namely subsection 34(1) of the Act, by “switching sides." This rule prohibits former public office holders from acting for or on behalf of a person or organization in connection with any specific proceeding, transaction, negotiation, or case to which the Crown is a party and if they previously had acted for, or provided advice to, the Crown. In a letter dated October 1, 2024, Mr. Bloom was informed that, pursuant to subsection 45(1) of the Act, an examination was initiated into his conduct. Mr. Bloom submitted a detailed response and supporting documents on October 15, 2024, and was interviewed on November 29, 2024. No other witness was interviewed other than Mr. Bloom. In keeping with the Office's practice, Mr. Bloom was provided with a copy of the relevant documentary evidence, and an opportunity to comment on a draft copy of the factual portions of the examination report (Concerns and Process, Facts, Issue, and Mr. Bloom's Position) before the report was finalized. Facts Background The Canadian Cultural Property Export Review Board The Canadian Cultural Property Export Review Board (Review Board) is an independent quasi-judicial administrative tribunal established under the Cultural Property Export and Import Act. Pursuant to that Act, the Review Board reviews applications for export permits that are refused, makes determinations respecting fair cash offers to purchase, and certifies cultural property for income tax purposes. It is the first function, the review of refused applications for export permits, that is relevant to this examination. The Cultural Property Export and Import Act establishes a Canadian Cultural Property Export Control List (Control List), which identifies objects or classes of objects that require export permits. These controls are aimed at preserving Canadian cultural property that is of outstanding significance and of national importance. Specific elements of the Cultural Property Export and Import Act are administered or enforced by the Canada Border Services Agency, which has the specific responsibility to issue cultural property export permits. The Review Board serves as a mechanism for individuals seeking a review of their application for a cultural property export permit when that permit has been refused by the Canada Border Services Agency. Members of the Review Board are appointed by the Governor in Council on the recommendation of the Minister of Canadian Heritage. Mr. Glen Bloom's appointment as a member of the Review Board ended in March 2023, at which time he became a former public office holder subject to section 34 of the Conflict of Interest Act's post-employment rules. Request for Review of an application for a cultural property export permit that has been refused When a cultural property export permit is refused, the applicant for the permit receives a Notice of Refusal from the Canada Border Services Agency.[i] The applicant may, within 30 days after the date on which the Notice of Refusal was sent, make a Request for Review of the application for the cultural property export permit to the Review Board. The applicant must then file a written statement and may request an oral hearing before the Review Board. After receiving a Request for Review, members of the Review Board conduct a proceeding to determine whether an object is included in the Control List, is of outstanding significance, and is of national importance. If the Review Board determines that the object does not meet any one of these criteria, it will direct the Canada Border Services Agency to promptly issue an export permit for the object. However, if the Review Board determines that the object meets all three criteria, it will then form an opinion as to whether an institution or public authority in Canada might make a fair cash offer to purchase the object within six months after the date of its decision in the proceeding. If the Review Board determines a fair cash offer is possible, it will establish an export delay of between two and six months, during which time the object may not be exported from Canada in order to provide designated organizations with an opportunity to acquire the object. If the applicant does not make a Request for Review within the statutory time to do so, no cultural property export permit can be issued for the object for a period of two years from the date when the Notice of Refusal was sent. After two years, a new application for a cultural property export permit may be submitted to the Canada Border Services Agency. Heffel Gallery Limited's 2022 Request for Review On April 28, 2022, after selling a woodcut print to an individual living outside of Canada, Heffel Gallery Limited (Heffel Gallery) applied for a cultural property export permit from the Canada Border Services Agency. On May 13, 2022, the Canada Border Services Agency sent Heffel Gallery a written Notice of Refusal. The refusal was based on the advice of an expert examiner who determined that the woodcut print was on the Control List. On June 14, 2022, one day after the 30-day deadline set out in the Cultural Property Export and Import Act, Heffel Gallery filed a Request for Review with the Review Board. Legal counsel for the art auction house acknowledged that the Request for Review had been filed one day late and requested that the Review Board either extend the filing deadline or provide the opportunity to make submissions concerning the Review Board's authority to extend time. The Secretariat to the Review Board asked the applicant to make submissions on the authority to extend time, which it did on June 30, 2022. On July 20, 2022, the Review Board provided a decision,[ii] which concluded that it did not have the authority to extend the 30-day deadline for the initiation of a Request for Review. According to the written decision, the Review Board determined that there was, therefore, no need to consider the other issues, namely whether the Review Board should exercise such a discretion in that case and the merits of Heffel Gallery's Request for Review. Mr. Bloom was one of seven panel members who participated in the Review Board's deliberations relating to the request for an extension of time. He testified that he recalled participating in deliberations on this decision. To his recollection, there was no oral hearing and the applicant had not made written submissions concerning the merits of their application for a cultural property export permit, but rather on the issue of the extension of time. He explained that decisions such as this are reached by the panel members on consensus. Since it had filed its application past the deadline, Heffel Gallery waited two years from the date of the refusal to apply again to the Canada Border Services Agency for a cultural property export permit, as required by the Cultural Property Export and Import Act. Mr. Bloom is hired by Heffel Gallery during his post-employment Mr. Bloom testified that in the late fall of 2023, during his post-employment, he spoke with a representative of Heffel Gallery at a reception he attended, at which time Mr. Bloom informed the representative that he was no longer a member of the Review Board. In a January 3, 2024 email to Mr. Bloom, the representative of Heffel Gallery asked Mr. Bloom whether he would be available to assist the art auction house with cultural property export permit applications and with subsequent Requests for Review to the Review Board. On January 11, 2024, Mr. Bloom emailed this Office seeking advice regarding his post-employment obligations. He wrote that he was considering taking on work that would involve him making representations to the Review Board on behalf of a client. On the same day, the Office replied to Mr. Bloom indicating that as a former public office holder, the Conflict of Interest Act (Act) did not prevent him from making representations to the Review Board. However, he was advised that he must observe three lifetime prohibitions that apply to former public office holders: section 33, which prohibits him from taking improper advantage of a previous public office; subsection 34(2), which prohibits him from providing advice based on information obtained while in office that is not available to the public; and subsection 34(1), which prohibits him from “switching sides" by acting for or on behalf of any person or organization in relation to a specific proceeding, transaction, negotiation, or case in which the Crown is a party and in which he had previously acted for, or provided advice to, the Crown. Mr. Bloom testified that he understood from the advice provided that he would be able to advise Heffel Gallery as he was of the view that the prohibitions cited in the email did not apply to his situation. According to documentary and testimonial evidence, shortly afterwards, Mr. Bloom accepted the offer to assist Heffel Gallery. According to Mr. Bloom, during a January 17, 2024 telephone call with a representative of Heffel Gallery, the representative mentioned that the end of the statutory two-year waiting period relating to the woodcut print was set to expire, and that the art auction house would be applying for a new cultural property export permit from the Canada Border Services Agency. Heffel Gallery's 2024 Request for Review regarding the woodcut print After the statutory two-year waiting period ended on June 3, 2024, Heffel Gallery applied to the Canada Border Services Agency for a cultural property export permit for the same woodcut print as in 2022. Mr. Bloom testified that he assisted Heffel Gallery with the drafting of the application. On June 24, 2024, the art auction house received a written Notice of Refusal from the Canada Border Services Agency with respect to the woodcut print. According to documentary evidence, on July 15, 2024, Heffel Gallery submitted to the Review Board a Request for Review of the application for a cultural property export permit that was refused on June 24, 2024. At the same time, the Heffel Gallery also informed the Review Board that Mr. Bloom would be representing the art auction house. In August 2024, on behalf of Heffel Gallery, Mr. Bloom provided written submissions to the Review Board, which included images, a condition report, a written statement, and two expert reports. In an October 30, 2024 hearing before the Review Board, Mr. Bloom also provided oral submissions. On November 14, 2024, the Review Board[iii] rendered its decision stating that it had established a delay period of six months during which time it would not direct that a cultural property export permit be issued in respect of the woodcut print. Issue The issue to be addressed is as follows: Did Mr. Glen Bloom “switch sides" thereby contravening subsection 34(1) of the Conflict of Interest Act by representing Heffel Gallery Limited before the Canadian Cultural Property Export Review Board on a 2024 Request for Review of an application for a cultural property export permit that was refused given he had previously participated, as a member of the Review Board, in a 2022 decision relating to the same object for export and applicant? Mr. Bloom's position In his written submission of October 15, 2024, Mr. Bloom stated that he did not contravene the Conflict of Interest Act (Act) and specifically did not contravene subsection 34(1) of the Act. He agreed that he is a former public office holder and that he was acting for or on behalf of the applicant, Heffel Gallery Limited (Heffel Gallery), in respect of a 2024 Request for Review before the Canadian Cultural Property Export Review Board (Review Board), which he agreed is a proceeding within the meaning of subsection 34(1). However, Mr. Bloom's position is that there are two additional conditions under subsection 34(1) of the Act that must be met to find a contravention. In his submission, he wrote that neither of those conditions were present. The first condition is that the Crown must be a party to the Request for Review proceeding. It is his position that the only party in the 2024 Request for Review was Heffel Gallery. Mr. Bloom wrote that the Crown is not named as a party and had no role in the proceeding. The Review Board was the decision maker and not a party to the proceeding. In support of this position, he relied on The Toews Report[iv] dated April 2017, in which the Office considered whether the former Minister had contravened subsection 34(1) of the Act by “switching sides" in a legal proceeding involving the Crown as a party before the Federal Courts. Mr. Bloom submitted that as there was only one party in the Request for Review proceeding, there was no opportunity to switch sides. He submitted that the second condition that must be met to find a contravention of subsection 34(1) is that the 2024 proceeding on which he was acting for or on behalf of Heffel Gallery must be the same specific proceeding in which he was involved as a public office holder in 2022. According to Mr. Bloom, he did not act for or provide advice to the Crown in the 2024 Request for Review of the application for a cultural property export permit that was refused. His position is that while the 2024 Request for Review may have dealt with the same applicant and object for export as the 2022 Request for Review, it was a different proceeding. In support of this latter position, Mr. Bloom submitted that the 2024 Request for Review was based on new developments that did not exist in 2022. To show that the Review Board relied on new developments for its 2024 decision, Mr. Bloom directed the Office's attention to paragraph 96 of the Review Board's published 2024 decision stating that there was now much more information on the rarity, quality, and value of the woodcut print. According to Mr. Bloom, the Review Board would not have had, in 2022, this information to consider had the Request for Review been submitted in time. Analysis and conclusion Analysis The Conflict of Interest Act (Act) has post-employment rules for all former public office holders. Among these is subsection 34(1), a lifetime prohibition against switching sides, which reads as follows: 34. (1) No former public office holder shall act for or on behalf of any person or organization in connection with any specific proceeding, transaction, negotiation or case to which the Crown is a party and with respect to which the former public office holder had acted for, or provided advice to, the Crown. I must determine whether Mr. Glen Bloom contravened subsection 34(1) of the Act when he represented Heffel Gallery Limited (Heffel Gallery) before the Canadian Cultural Property Export Review Board (Review Board) on its 2024 Request for Review of a 2024 decision by the Canada Border Services Agency that refused an application for a cultural property export permit for a woodcut print Heffel Gallery had sold to an overseas buyer in 2022. In 2022, Mr. Bloom, while a public office holder, participated as a panel member in the Review Board's decision concerning Heffel Gallery's request for an extension to file a late Request for Review application concerning a 2022 decision by the Canada Border Services Agency refusing an export permit for the same woodcut print. Mr. Bloom acknowledged the fact that, while a public office holder, he participated as a panel member in the 2022 Review Board decision concerning the extension of time. He also acknowledged that during his post-employment he was hired by Heffel Gallery to represent it in the 2024 Request for Review and did so. Finally, he agreed with the Office that the Request for Review is properly characterized as a proceeding within the meaning of subsection 34(1). Mr. Bloom's position is that he did not contravene subsection 34(1) of the Act because two essential elements necessary to find a contravention of that provision were absent: the Review Board itself was not a party to the proceeding but rather the decision maker (he submitted that the only party was Heffel Gallery); andthe 2024 Request for Review application he worked on was not connected with the specific proceeding that seized the Review Board when he sat as a panel member in 2022. Regarding the first point, Mr. Bloom submitted that the Review Board was not a party to the proceeding since it is a decision maker and not a litigant. In support of his position, he cited the 2017 Toews Report issued by the Office. That report also dealt with subsection 34(1) of the Act and the facts concerned the Crown as a named party in a court proceeding. To address Mr. Bloom's submission on this point, I must first determine the meaning of the term “Crown" for the purposes of subsection 34(1) of the Act, including who may be considered to be acting for or providing advice to the Crown, as described in that provision. In its ordinary sense, I interpret the Crown as referring to the Executive Branch of government. This interpretation aligns with the case law which recognizes that the Crown can rely on public sector entities, such as administrative tribunals like the Review Board, as vehicles through which it may act and exercise its authority.[v] Consequently, the Crown would include the Review Board whose appointed decision makers are “acting for" the Crown. The second question to address on this point is whether the Review Board is a “party" to the proceeding. Mr. Bloom's position is that a party must be adversarial and not the decision maker. I cannot accept this position. Reading subsection 34(1) in its entire context, in its grammatical and ordinary sense, harmoniously with the scheme of the Act, the object of the Act, and the intention of Parliament, I am of the view that the definition of “party" must include anyone who takes part in a proceeding, transaction, negotiation or case. Subsection 34(1) of the Act applies to all former public office holders, including former reporting public office holders. As set out in the Office's annual reports, the majority of these positions are held, either full-time or part-time, by individuals appointed by the Governor in Council who sit as decision makers on administrative boards, commissions or tribunals. Decisions of administrative bodies are generally not final, as they may be subject to either statutory appeal or judicial review. In my view, it would not have been the intent of Parliament to exclude former public office holders and former reporting public office holders who held important decision-making roles from the application of subsection 34(1) on the basis that they were decision makers, and as such, did not act for or provide advice to the Crown in a proceeding, transaction, negotiation or case. Such an interpretation, one that would allow a former tribunal member to represent a client on a judicial review or appeal of their own decision, would be contrary to the public interest and the integrity of those administrative regimes. Consequently, the term “party" must be interpreted in its broader sense to also include those who act for or advise the Crown as decision makers by taking part in or working on the proceeding, transaction, negotiation or case. As for The Toews Report, the fact that the analysis of subsection 34(1) of the Act was concerned with the Crown as an adversarial party in that matter was merely due to the relevant facts of that particular case. In no way do I read that report as limiting the scope of subsection 34(1) of the Act. Having determined that the Crown, namely the Review Board, was a party to the proceedings in 2022 and in 2024 and that Mr. Bloom, as a public office holder and decision maker, acted for the Crown in 2022, I must now address Mr. Bloom's second point as to whether these were indeed distinct and separate proceedings so as not to engage subsection 34(1) of the Act. While the facts show that the 2022 and 2024 applications to the Canada Border Services Agency for export permits concerned the same applicant, Heffel Gallery, and the same object, the woodcut print sold to an overseas buyer in 2022, I accept Mr. Bloom's position that the proceedings in 2022 and 2024 must be considered as two distinct proceedings. For this reason, the prohibition in subsection 34(1) was not engaged. The 2022 proceeding was not the same specific proceeding for which he represented Heffel Gallery before the Review Board in 2024. On each occasion, Heffel Gallery had applied for an export permit, had been refused by the Canada Border Services Agency, and had applied to the Review Board to review the separate refusals. The proceedings also dealt with separate issues. The 2022 proceeding did not concern itself with the merits of the refusal for a cultural property export permit because the application had been filed past the deadline. Rather, it concerned only the issue of the Review Board's authority to extend the statutory time for filing applications. Mr. Bloom's sworn evidence on this point was that in 2022, the Review Board did not receive any submissions on the merits of the refused export permit but rather on the issue of an extension of time. It is noted that the 2022 decision itself, published on the Review Board's website, did not address the merits of the application. In 2022, the Review Board found that it did not have the authority to extend the time to file a Request for Review. Following the end of the statutory two-year period, Heffel Gallery applied in June 2024 to the Canada Border Services Agency for another export permit which was again refused. The proceeding before the Review Board in 2024 was only concerned with the merits of the 2024 refusal of the application for a cultural property export permit. Conclusion For the reason outlined above, namely that there were two distinct proceedings relating to two reviewable decisions by the Canada Border Services Agency, I find that Mr. Bloom did not “switch sides" and, therefore, did not contravene subsection 34(1) of the Act when he represented Heffel Gallery in the 2024 proceeding before the Review Board. [i] Canada Border Services Agency cultural property export permits [ii] July 2022 Review Board Decision: Request for Review [iii] November 2024 Review Board Decision: Request for Review [iv] The Toews Report [v] Clyde River (Hamlet) v. Petroleum Geo‑Services Inc., [2017] 1 SCR 1069.

Report on Chairperson, Sustainable Development Technology Canada (SDTC), for participating in certain SDTC funding decisions that furthered her private interests, and others that improperly furthered the private interests of the funding recipients. Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons, as is the case with this examination, or on his own initiative. When an examination is conducted at the request of a parliamentarian, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the parliamentarian who made the request, as well as to the public office holder or former public office holder who is the subject of the report, and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act of the conduct of Annette Verschuren while she was Chairperson of Sustainable Development Technology Canada (SDTC). After Ms. Verschuren was appointed to SDTC in June 2019, she continued to serve on the boards of two not-for-profit corporations: the Verschuren Centre for Sustainability in Energy and the Environment (Verschuren Centre), which she founded, and the MaRS Discovery District (MaRS). Both are business accelerators that give developing companies access to mentorship, investments, and other supports. She also remained Chair, CEO, and majority shareholder of NRStor Inc., a company she founded. NRStor Inc. builds, owns, and operates energy storage projects. It was alleged that Ms. Verschuren was in a conflict of interest when she participated in two types of SDTC funding decisions. The first related to companies that were nominated by or associated with the Verschuren Centre or MaRS. The second related to the approval of COVID-19 emergency relief funding for NRStor. The examination focused on subsection 6(1), section 9 and section 21 of the Act. Under subsection 6(1), public office holders are not allowed to make a decision or participate in making a decision related to the exercise of an official power, duty or function if they know or reasonably should know that, in doing so, they would be in a conflict of interest. As set out in section 4, public office holders are in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further their private interests or those of their relatives or friends, or to improperly further another person's private interests. Under section 9, they are not allowed to use their position as public office holders to seek to influence a decision of another person to further their private interests or those of their relatives or friends, or to improperly further another person's private interests. Under section 21, public office holders must recuse themselves from any discussion, decision, debate or vote on any matter on which they would be in a conflict of interest. A recusal is more than simply abstaining from a vote. They must physically remove themselves from the location where the matter is being decided (or be moved to a separate virtual waiting room when the meeting is online), so their mere presence cannot influence the decision of others. I examined whether Ms. Verschuren, as Chairperson of SDTC, contravened the Act by abstaining from Board decisions to approve Seed funding for projects nominated by the Verschuren Centre or MaRS, and from a Board decision to approve a modification to a Start-up funding project for a company with which the Verschuren Centre had an existing business relationship. Because of her roles as a director of MaRS, the Verschuren Centre and SDTC, Ms. Verschuren improperly furthered the interests of the beneficiaries of SDTC funding to companies associated with those accelerators. Ms. Verschuren followed a practice to abstain from the vote instead of recusing herself, a practice that regrettably deviated from SDTC's Conflict of Interest Policy and fell short of the Act's requirements. I therefore found that she contravened subsection 6(1) and section 21 of the Act. I also looked at whether Ms. Verschuren contravened the Act by participating in two decisions on COVID-19 emergency relief funding in March 2020 and 2021 to further her interests. I determined that Ms. Verschuren's financial interest in NRStor in relation to those funding decisions was indeed a private interest for the purposes of the Act. She participated in those decisions knowing that NRStor would benefit from the funding. They furthered her private interests, and she should have recused herself. I therefore found that she contravened subsection 6(1) and section 21 of the Act. Lastly, I examined whether she used her position as Chairperson of SDTC to seek to influence other Board members in those two decisions on COVID-19 emergency relief funding, by moving the motions for the payments to further her private interests. The evidence shows that it was not Ms. Verschuren's idea to award COVID-19 emergency relief payments to existing qualified projects, and she was not involved in determining the eligibility criteria or the proportion of funds to be disbursed. Beyond participating in the discussions on SDTC management's proposals and moving the motions at the meetings, there was no evidence that she attempted to influence the decision of her colleagues. I therefore found that she did not contravene section 9 of the Act. I note that inconsistencies in the SDTC Board's decision-making processes were a factor in these contraventions. It did not always follow its standard practice of reviewing and approving funding applications individually. That practice would have allowed directors who had a conflict of interest to recuse themselves from certain parts of meetings, as Ms. Verschuren did in other cases, in accordance with both SDTC's Conflict of Interest Policy and the Act.​ Concerns and process On November 10, 2023, I received a letter from Michael Barrett, Member of Parliament for Leeds–Grenville–Thousand Islands and Rideau Lakes requesting an examination under the Conflict of Interest Act (Act) of the conduct of Annette Verschuren, then-Chairperson of Sustainable Development Technology Canada (SDTC), in relation to the provision of SDTC funding to several projects. Ms. Verschuren became a public office holder subject to the Act when she was appointed by the Governor in Council to the Board of Directors of SDTC on June 19, 2019. In his letter, Mr. Barrett wrote that, based on Ms. Verschuren's testimony before the House of Commons Standing Committee on Access to Information, Privacy and Ethics, he believed that Ms. Verschuren had moved a motion at a meeting of the Board of Directors of SDTC in 2020 to provide COVID-19 emergency relief payments to a number of companies, including NRStor Inc., a company of which she is Chair, Chief Executive Officer, and a beneficial owner. Mr. Barrett also wrote, based on the same information, that Ms. Verschuren's company and others had received a further payment in 2021. Mr. Barrett alleged, based on the information above, that Ms. Verschuren may have contravened subsection 6(1) and sections 9 and 21 of the Act. Subsection 6(1) of the Act prohibits public office holders, in the exercise of their public office, from making or participating in a decision if they know or reasonably should know that they would be in a conflict of interest, namely when the decision provides the opportunity to further their own private interests, those of their relatives or friends, or to improperly further another person's private interests. Section 9 of the Act prohibits public office holders from using their position to seek to influence a decision of another person so as to further their private interests or to improperly further another person's private interests. Section 21 of the Act requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in which they would be in a conflict of interest. Having determined that Mr. Barrett's request for an examination met the requirements set out in section 44 of the Act, I wrote to Ms. Verschuren on November 16, 2023, to inform her that I had commenced an examination to determine whether she had contravened subsection 6(1) and 21 of the Act. My letter to Ms. Verschuren also set out a separate allegation, based on publicly available information, that she may have approved funding to several companies as Chairperson of SDTC, while those companies were supported by two accelerators on whose board she sits. Should she have done so, she may have improperly furthered the private interests of those companies, in contravention of subsection 6(1) of the Act, and she may have failed to recuse herself from participating in decisions in respect of which she was in a conflict of interest, as section 21 of the Act would have required her to do. On November 22, 2023, Ms. Verschuren resigned from her position as Chair of the Board of SDTC. Mr. Barrett wrote to me again on November 27, 2023, to bring to my attention to other SDTC-funded projects to which Ms. Verschuren may be connected through her role on the boards of Saputo and CNRL, which participated in these projects as “consortium members." This information did not give rise to further allegations. On December 8, 2023, following a separate request from Mr. Barrett, I initiated an examination of the conduct of Guy Ouimet, another member of the Board of Directors of SDTC, in relation to his participation in the Board's votes of 2020 and 2021 on COVID-19 emergency relief payments. On December 21, 2023, Ms. Verschuren submitted a detailed response, with supporting documents, to the allegations I had set out in my letter of November 16. An interview was conducted with her on February 23, 2024. The Office also interviewed two additional witnesses and obtained information and documents from three additional witnesses.[​i] A former SDTC employee also provided the Office with a collection of documents that, in the end, did not form part of the basis for this report. Some of the documentary evidence and testimony of witnesses gathered were used for both Ms. Verschuren's and Mr. Ouimet's examination reports. In keeping with the Office's practice, I provided Ms. Verschuren with a copy of the relevant documentary evidence gathered during this examination, as well as a draft copy of the factual portions of the examination report (Concerns and Process, Facts, Issues and Ms. Verschuren's Position) before it was finalized. In conducting my examination, I was aware that the Office of the Auditor General was also conducting an audit on how SDTC is financing sustainable development technologies. Furthermore, studies were undertaken by the House of Commons' Standing Committees on Access to Information, Privacy and Ethics, and on Industry and Technology, on concerns raised in a complaint by a group of whistleblowers into the practices of SDTC, and I was aware of Ms. Verschuren's testimony at both committees. The work of the Office of the Auditor General and of the House Committees did not impede my own in any way. It is important to note that this examination dealt solely with the conduct of Ms. Verschuren in respect of her obligations under the Act. I wish to note that the findings of the Auditor General's report, published on June 4, 2024, relate to decisions involving both types of directors of the Board: those who, like Ms. Verschuren, are Governor-in-Council appointees subject to the Act, and those who are not. Furthermore, the instances of conflicts of interest cited by the Auditor General were in reference to SDTC's Code of Conduct and Conflict of Interest Policy.​ Facts Background Sustainable Development Technology Canada Sustainable Development Technology Canada (SDTC, also referred to as the Canada Foundation for Sustainable Development Technology) is a not-for-profit foundation that was established by the Government of Canada in 2001 through the Canada Foundation for Sustainable Development Technology Act. The governance and oversight of SDTC's activities are provided by a Board of Directors and a Member Council. The Board consists of two types of directors. The Chair of the Board and six directors are appointed for a term not exceeding five years by the Governor in Council, on the recommendation of the Minister of Innovation, Science and Industry. The other eight directors are appointed by the members. After their term has expired, directors continue to hold office until their successors are appointed. SDTC's objectives and purposes are to provide funding for projects that develop and demonstrate new technologies to promote sustainable development, including technologies to address issues related to climate change and the quality of air, water, and soil. SDTC is accountable to Parliament through the Minister of Innovation, Science and Industry. Funding streams During the period relevant to this examination, SDTC funded clean technology projects through three funding streams under its SD Tech Fund: Seed, Start-up, and Scale-up. Seed funding provides early-stage companies with a one-time non-repayable contribution of $50,000 to $100,000 to develop projects that have the potential to bring environmental or sustainability benefits. Applicants must have secured funding from other private sources and be nominated by one of SDTC's approved accelerator partners. An accelerator is an organization that gives developing companies access to mentorship, investments, and other supports that help them become stable, self-sufficient businesses. An accelerator nominating an applicant's project for Seed funding must provide a rationale for SDTC to consider the project, outlining its strengths and risks, confirm that the applicant has been participating in its programs or using the services they offer and certify that no commission or finder's fee will be deducted from SDTC's contribution to the applicant. Companies invited to apply then provide SDTC with detailed technical and financial information pertaining to the project. SDTC reviews applications and invites eligible applicants to present a five-minute “pitch" before a jury—which typically includes at least one member of SDTC's Board of Directors—and the jury's recommendations are passed on to the Project Review Committee and, as the last step, to the Board for final approval. Under contribution agreements for Seed funding, eligible project costs can include professional, scientific, technical, and contractual services costs, field testing services, supplies and equipment, including laboratory and field supplies and materials, and many other types of costs such as salaries, printing, shipping, translation, etc. The period of funding is deemed to be for a maximum of one year beginning on the effective date of this agreement, though the contribution is paid out in full immediately. Contribution agreements require Seed-funded companies to report to SDTC on their progress, on any new funding they obtain, and on any material changes to their business. Start-up funding is available to companies with technology that has been proven on a small scale, demonstrates promise, has the potential to deliver an environmental benefit, and is ready to be validated in a market setting. Companies must participate in a competitive funding process and can receive up to $10 million over a period of up to five years. Similar to Start-up funding, Scale-up funding is targeted to high-growth companies, with proven environmental outcomes, who are looking to accelerate their growth and expand their customer base. Project proposals are evaluated on their environmental benefits, technology readiness, business plan and path to market, strength of technology innovation, management capability, and financial strength. Under the Start-up and Scale-up funding streams, projects are led by the applicant with the support of a “consortium." SDTC defines a consortium partner as “an organization that is unrelated to the applicant and is willing to make a contribution to the project at cost." Consortium partners cannot profit from the project during the established project timeframe. Instead, they are expected to take on some project risk and may benefit only further into the future, once the technology is proven and commercialized. Board of Directors The Canada Foundation for Sustainable Developm​ent Technology Act requires SDTC's Board of Directors to be representative of persons engaged in the development and demonstration of technologies to promote sustainable development—including technologies to address issues related to climate change and the quality of air, water and soil—to be representative of the business community, and to have sufficient knowledge of technologies that promote sustainable development. Section 24 of the Canada Foundation for Sustainable Development Technology Act prohibits the Board from delegating to anyone, including to a committee of directors, its power to authorize the funding of eligible projects, thus establishing the full Board's exclusive authority to make funding decisions for SDTC. The work of the Board is supported by the Audit, Governance and Nominating, People and Culture, and Project Review committees. These committees operate independently from management, serve in an advisory capacity with no independent decision-making authority, and report to the Board through committee chairs. Both the Chairperson as well as the President and CEO of SDTC serve on the committees as ex-officio, non-voting members. The Audit Committee assists the Board of Directors in ensuring that SDTC meets its fiduciary obligations for financial management, auditing, and reporting. The Governance and Nominating Committee reviews governance policies and assesses compliance measures such as those related to SDTC's Code of Conduct and Conflict of Interest Policy, and also reviews and discusses significant corporate risk exposures. The People and Culture Committee is responsible for advising the Board of Directors on CEO performance, organizational structure, and compensation benefits. The Project Review Committee reviews project proposals and makes funding recommendations to the Board of Directors for approval. SDTC's Conflict of Interest Policy for the Board of Directors Until a new Code of Ethics came into force in November 2023, all members of SDTC's Board of Directors were subject to SDTC's Code of Conduct and Conflict of Interest Policy (Policy). Governor-in-Council-appointed directors are also subject to the Conflict of Interest Act as public office holders. Directors appointed by members are not legally bound by the Act. In their oath of office, which they must sign annually, all directors acknowledge that they have read and understood the Policy. The Policy, a publicly available document, sets out standards of conduct with respect to the manner in which directors are expected to fulfill their duties to the Board, including by “act[ing] honestly and in good faith" and by providing their input on proposed projects “based exclusively on the merits of the business case presented." Under the Policy, directors are also expected to “be informed of the legislation under which the Foundation was created, and SDTC's bylaws and policies as they pertain to the Board" and to “demonstrate due diligence and dedication in preparation for Board meetings." The Policy also provides for restrictions on securities-related trading activities. Section 3 of the Policy provides that all directors are expected to comply with the obligations of public office holders found in the Conflict of Interest Act, even those not legally bound by it. The Policy also provides a description of conflict of interest that mirrors the wording of section 4 of the Act, but also extends it to capture situations that may reasonably be perceived to result in a conflict. Board procedures with respect to conflicts of interest The procedures to be followed by directors for the disclosure of conflicts of interest with respect to companies that have applied for funding from SDTC is set out at section 5 of the Policy. Under the Policy, in advance of a slate of proposed projects being presented to the Project Review Committee, and then to the full Board of Directors for review and approval, directors are provided, for each proposed project, with the name of the applicant and of consortium members, as well as a brief description of the project. Upon receiving this information, directors must declare to SDTC, in writing, any potential, real, or perceived conflict of interest or otherwise acknowledge “no conflict of interest" with any of the proposed projects, prior to receiving additional information on the projects. The documentary evidence and testimony show that, several weeks before each Board meeting, an email from SDTC staff would be sent to all directors to request that they declare “real or perceived" conflicts of interest with any of the projects listed in an attached information table. This table would list the names of project proponent companies and the names of titles of members of their management team, as well as the names of consortium members and a one-paragraph overview of the proposed projects. Where projects in the Seed funding stream would be coming to directors for approval, similar but more succinct information would be circulated in the same way and at the same time. A two-page summary of the Policy, titled “Review of Conflict of Interest Guidelines," would also be attached to the email. Directors declared their conflicts by replying to all recipients of the original email. Having responded to the declaration request email, directors would then gain access through an online portal to detailed information about all projects for which they had not declared a conflict. At that time, SDTC staff would also update the internal registry of conflicts of interest as needed with any newly declared conflicts. Section 5 of the Policy further describes, as follows, the procedure at meetings of directors where proposed projects are reviewed: Each agenda for meetings of the Project Review Committee and for funding-approval meetings of the Board shall include—prior to any consideration of any of the Proposed Projects—an item requiring the declaration and recording of any potential conflicts. In the case where a conflict has been declared, the Director or Committee Member shall recuse themselves from the deliberations on the Proposed Project(s) with which they have a conflict. For greater clarity, recusal requires the Director or Committee Member to exit the boardroom or leave the conference call and not participate in any way in discussions or vote on the Proposed Project(s). Ms. Verschuren's activities before joining the Board of SDTC Before she was appointed as Chairperson of SDTC on June 19, 2019, Ms. Verschuren was engaged in several activities that are relevant to the matter under examination. Ms. Verschuren founded the Verschuren Centre for Sustainability in Energy and the Environment (Verschuren Centre), a clean tech accelerator, in 2010 and served on its advisory board. She has served on its Board of Directors, without remuneration, since it was incorporated as a not-for-profit corporation on July 25, 2019, having originally been created as part of Cape Breton University, in Nova Scotia. The Verschuren Centre's mandate is to help small- and medium-sized clean technology companies to scale up, with the hope that they will develop new sustainable technologies and commercialize them in Nova Scotia or elsewhere in Canada and have a positive impact on global sustainable development goals. Ms. Verschuren founded NRStor Inc. in 2012 and serves as the company's Chair and CEO. She is also its majority shareholder. NRStor builds, owns, and operates energy storage projects that leverage new or unconventional technologies. NRStor typically partners with other companies and interested parties on its projects. In May 2018, MaRS Discovery District (MaRS) announced the appointment of Ms. Verschuren as the new Chair of its Board of Directors. Ms. Verschuren serves in that role on a volunteer basis and receives no compensation. MaRS, a not-for-profit corporation, is a large innovation hub and accelerator located in Toronto, Ontario, that provides a range of services and supports to companies in the medical and clean technology fields. MaRS also rents out office space to certain companies, including to NRStor. During her interview, Ms. Verschuren clarified that this conflict of interest is declared and registered with the Board of MaRS. Ms. Verschuren also served on the boards of directors of two companies which were consortium members for projects that applied for and received Start-up or Scale-up funding from SDTC. Some of these projects were approved before Ms. Verschuren was appointed and in the remaining cases, she declared her conflict and recused herself from the relevant discussions and votes at Board meetings, as evidenced in those meetings' minutes. Ms. Verschuren's appointment to the Board of SDTC Ms. Verschuren was contacted by staff in the Office of the Minister of Innovation, Science and Industry in April 2019 to discuss the possibility of being appointed as Chairperson of SDTC. Further discussions followed with the Privy Council Office in May 2019. In a written conflict-of-interest declaration dated May 13, 2019, that formed part of her application for the appointment opportunity, Ms. Verschuren declared potential conflicts with NRStor, CNRL and the Verschuren Centre. In respect of NRStor, she mentioned the funding that was being received at the time from SDTC, and added “[t]here could be more applications in the future which I would obviously have to recuse myself from [. . .]." In her written submissions, Ms. Verschuren stated that, in discussions with then- Minister Navdeep Bains and then-Deputy Minister of Innovation, Science and Economic Development, John Knubley, that took place prior to her appointment, she raised the fact that NRStor would foreseeably be receiving payments from SDTC, assuming the funded project continued to progress towards completion. Ms. Verschuren's understanding following these exchanges was that the ongoing provision of funds from SDTC to NRStor was tied to objective criteria set out in a pre-existing agreement, and that SDTC staff would be making decisions in that respect, not the Board. Ms. Verschuren also spoke with a Compliance Advisor in this Office ahead of her appointment, on June 4, 2019. Based on Ms. Verschuren's recollection of the call, they discussed the potential conflicts she may have should she be appointed, which included those with NRStor, the Verschuren Centre and MaRS. They also discussed how Ms. Verschuren should deal with conflicts should they arise. In the end, she was advised that her conflict with NRStor and other potential conflicts would not prevent her from accepting the appointment, as long as she followed the rules set out in the Conflict of Interest Act, including by recusing herself from any discussion or decision in respect of which she would be in a conflict of interest. Having been officially appointed by Order-in-Council on June 19, 2019, Ms. Verschuren wrote the following to the Compliance Advisor she had previously spoken to: “I am seeking your formal advice on whether any further actions beyond those outlined in SDTC's Conflict of Interest Guidelines are required to manage any perceived or potential conflict of interest." Attached to the email was a copy of SDTC's Conflict of Interest Policy. A manager of the Advisory and Compliance division of the Office replied to Ms. Verschuren's request on June 28, 2019, by explaining that complying with the policies of SDTC would “no doubt support [her] obligation to abide by the Conflict of Interest Act [. . .]" and that she should obtain specific guidance regarding those policies from SDTC. The manager added that the Office “is concerned only with [her] compliance with the Act and, as such, [she] should become familiar with those obligations." He also indicated that the Office would be available to answer any questions she may have in that regard. On the same day, Ms. Verschuren also received the standard letter signed by then-Commissioner Mario Dion sent to all newly appointed public office holders, along with a summary of the rules under the Conflict of Interest Act that apply to public office holders and a copy of the full text of the Act. Of note, this letter stated the following: I would like to call attention to the fact that although a Code of Conduct (the Code) may be applicable to appointees of your organization, as a public office holder you are also required to abide by the provisions contained in the Act. Compliance with the Code does not automatically constitute compliance with the Act, especially in the case of similar provisions. Upon receiving this official letter from the Commissioner, Ms. Verschuren replied, “I confirm receipt of my obligations under the Conflict of Interest Act." Following this, and until this examination was commenced, Ms. Verschuren had no further contact with the Office. A one-page internal record from SDTC summarizing NRStor's funded project notes that, on June 27, 2019, NRStor had submitted an application for a second project, which was cancelled “in advance of" Ms. Verschuren becoming Chairperson. During her interview, Ms. Verschuren indicated that she intervened to withdraw this application by NRStor immediately upon learning of it. While Ms. Verschuren's official appointment date was June 19, 2019, the first Board meeting she attended as the incoming new Chairperson was the one held on September 18, 2019. SDTC's Seed funding program SDTC's Seed funding stream was started as a pilot program in 2019, with an initial roster of 10 accelerators invited to recommend projects. The first slate of projects under the pilot program was approved by the Board on May 7, 2019. Based on the documents obtained, including copies of SDTC's Annual Reports, Board meeting minutes, funding agreements, and SDTC's public list of funded projects, the SDTC Board approved a total of 208 projects for Seed funding between May 2019 and June 2023. Board procedures for the approval of Seed funding Board approval of the Seed funding envelope was dealt with as part of the consent agenda. Based on a reconciliation of testimonies by the three witnesses interviewed, the usual practice at Board meetings was for the Chairperson to read through the list of consent agenda items, which included the Seed funding envelope for that funding round, to mention any conflicts of interest that had been declared in respect of Seed projects, and to call for a motion to be moved for the approval of the consent agenda as a whole. According to Leah Lawrence, SDTC's President and CEO from 2015 to 2023, the Board proceeded in this fashion because, in respect of Seed funding, each project had already been vetted through a robust internal process. The Board was simply approving the envelope rather than the individual projects themselves. In cases where a director had declared a conflict of interest in relation to a project in the Seed funding envelope, the director would vote on the consent agenda motion to approve the Seed funding envelope but note that they were abstaining in respect of the project for which they had declared the conflict. This practice is documented in the meeting minutes and was confirmed by all witnesses in their respective interviews. The vote on the motion would be by show of hands of those in favour, noting abstentions by conflicted directors in respect of the particular projects that posed a conflict. As a general practice, the SDTC Board operated on a consensus basis, meaning that directors would discuss items until they all agreed on how to proceed. According to Ms. Lawrence, there may have been certain meetings where the Seed funding item was pulled from the consent agenda in order for it to be discussed; however, this practice was not evidenced in any of the meeting minutes reviewed in this examination. MaRS and the Verschuren Centre's participation in the Seed funding program According to documents obtained from the Verschuren Centre and MaRS, both organizations were invited to nominate projects for Seed funding for the first time on May 12, 2020. In written submissions provided in the context of this examination, Dr. Beth Mason, President and CEO of the Verschuren Centre, stated that Ms. Verschuren was not made aware of the Centre's exchanges with SDTC in respect of the Seed funding program and that the issue was not discussed at the Centre's Board. Krista Jones, the interim CEO of MaRS at the time, also stated in her written submissions that Ms. Verschuren does not appear to have been involved in any communications or discussions with MaRS employees or other Board members about SDTC's Seed funding stream, including MaRS's inclusion on the list of approved accelerators and subsequent nominations of projects. She indicated that MaRS manages the support it provides to ventures internally, independently of its Board of Directors. During her interview, Ms. Verschuren stated that SDTC's Seed funding program was never discussed at Board meetings of MaRS or the Verschuren Centre, either in respect of the organization's participation in the program or in respect of companies to be nominated for funding under the program, both aspects having been managed internally. Between May 2020 and June 2023, 12 projects were nominated for SDTC's Seed funding by MaRS and 9 projects were nominated by the Verschuren Centre. Ms. Verschuren's abstentions from Seed funding votes There were four meetings where Ms. Verschuren declared a conflict and abstained from a consent agenda vote on Seed funding. These votes concerned five applicant companies nominated by MaRS and five nominated by the Verschuren Centre. Ms. Verschuren confirmed during her interview that she did not have a private interest in any of the Seed funding applicants; rather, she would automatically declare a conflict for any project nominated by MaRS or by the Verschuren Centre. A note to that effect was made in SDTC's internal conflict of interest registry. Asked to explain the relationship between MaRS and the companies it nominates for SDTC's Seed funding, Ms. Jones of MaRS wrote that MaRS does not charge a fee to the companies it works with for the services it provides, except for tickets sold for certain events such as conferences, and for companies that rent office space within the MaRS complex. Based on the documents provided, two companies that received Seed funding later became MaRS tenants, in both cases more than one year after their application was approved by the SDTC Board. Dr. Mason of the Verschuren Centre was also asked about the Centre's relationship with the companies it nominated for Seed funding. In her written submissions, she provided a broad description of the types of services and supplies the Centre provided to each of the companies it nominated for Seed funding, as well as documents listing the amounts paid by these companies to the Centre for those services and supplies. These amounts ranged, depending on the company, from several thousand dollars to tens of thousands of dollars within the year following the approval of Seed funding by the SDTC Board. During her interview, Ms. Verschuren confirmed she was aware that companies pay for at least some of the services they obtain from the Verschuren Centre. Instances where no recusal or abstention was noted In addition, during four other meetings, Ms. Verschuren deviated from her usual practice to declare conflicts and abstain from Seed funding votes. At two of these meetings, a conflict declaration on the part of Ms. Verschuren was noted in the distributed materials for four projects nominated by MaRS and three by the Verschuren Centre, but no abstention was noted in the meetings' minutes. At the other two meetings, while three projects nominated by MaRS and one by the Verschuren Centre were up for approval by the Board, no conflict declaration was noted in the distributed materials and no abstention was noted in the minutes. In three of these four cases, abstentions on the part of other directors in respect of Seed projects were noted in the minutes. When the documents pertaining to these cases were presented to Ms. Verschuren during her interview, she could not explain why no declaration would be noted in the materials or why no abstention would be noted in the minutes, other than to state that despite carefully reviewing the list of Seed projects each time, it appears there were times when she failed to notice some MaRS- or Verschuren Centre-nominated projects, and failed to abstain as a result. The minutes of Board meetings were prepared by Ed Vandenberg, a lawyer who provided certain legal services to SDTC and acted as the recording secretary to the Board. During his interview, Mr. Vandenberg explained that in this role, which he had held since around 2013, he ensured proper governance during Board meetings, in addition to recording the decisions, and preparing the minutes. Presented with one of the above cases during his interview, Mr. Vandenberg stated that the lack of a mention of Ms. Verschuren's abstention may have been a mistake on his part. Asked about the process for reviewing and finalizing the Board meetings' minutes, Ms. Lawrence stated during her interview that in her view, the minutes were carefully reviewed and amended internally where necessary, and should be considered as accurate. She also testified that it was unusual that there would be substantive changes to minutes at Board meetings. Start-up and Scale-up funding streams Board procedure for the approval of Start-up and Scale-up funding The regular practice for projects in the Start-up and Scale-up funding streams would be for projects to be examined and voted on individually. In cases of conflicts of interest, recusals by conflicted directors would be noted in the minutes of Board meetings. All witnesses interviewed confirmed that in cases where a recusal took place, the affected director would physically leave the room (or be moved to a separate virtual waiting room, as the case may be) before the discussion of the project started and re-enter the meeting only once the vote on a motion to fund the project had concluded. Ms. Verschuren's recusals Over 11 Board meetings, Ms. Verschuren recused herself 14 times from the discussion and votes on project applications in the Start-up or Scale-up funding streams. The meeting minutes in each of these cases note that she left the meeting and only returned once the presentation, discussion, and vote had taken place. The reasons for Ms. Verschuren's conflict declarations that led to these recusals were, for the most part, provided in her email response to the initial funding round emails and were noted in SDTC's internal conflict of interest registry. These reasons ranged from the existence of a relationship between the applicant and either MaRS or the Verschuren Centre, an existing or past personal tie with a member of the company's leadership team, or in one case the company in question being a competitor to NRStor. As mentioned above, two recusals also resulted from Ms. Verschuren's position on certain corporate boards. Ms. Verschuren's abstention in relation to a potential conflict In January 2023, the Board approved a modification to a project by Kraken Sense that had been approved for Start-up funding one year earlier. Ms. Verschuren had recused herself from the discussion and vote on the project at the time because of the company's association with the Verschuren Centre. Based on the information and documents obtained from the Verschuren Centre, Kraken Sense has been billed by the Centre for specialty facility use and materials supply on an ongoing basis since 2021. The nature of the project modification up for Board approval at the January 19, 2023 meeting was to add a milestone to the project and increase its funding by 40%. The conflict-of-interest declaration document distributed ahead of the meeting mentioned that Ms. Verschuren had declared a conflict with Kraken Sense. At the meeting, the project modification was voted on as part of a block of projects that were approved for funding without a detailed presentation or discussion, although outside of the consent agenda. Ms. Verschuren abstained from that vote “in respect of the Kraken Sense project," as it was noted in the meeting minutes. COVID-19 emergency relief payments Ms. Verschuren's potential conflict in relation to NRStor In June 2017, NRStor applied to SDTC for funding for a project to build a compressed air energy storage facility in Goderich, Ontario, in partnership with another company, Hydrostor Inc., and the University of Waterloo, both identified as consortium members in SDTC's list of funded projects. In her interview, Ms. Verschuren explained that while NRStor was the project's developer, Hydrostor sought to prove the viability of its compressed-air technology and the University was interested in conducting research into the use of the salt cavern as a compressed air chamber. The SDTC Board approved funding of $2,123,526 for the Goderich project on September 20, 2017, and a contribution agreement between SDTC and NRStor was signed on January 14, 2018. An initial instalment of $714,510.15, which predated Ms. Verschuren's appointment to public office, was payable immediately. While subsequent instalments were scheduled to be paid out as the project reached its successive milestones, Ms. Verschuren had no involvement in the distribution of funds. According to project details appended to the contribution agreement, NRStor was projected to be the primary funder for the project, with Hydrostor and the University providing substantial in-kind support. The document also identifies one other public funding source. In her written submissions, Ms. Verschuren explained that NRStor's would ordinarily set up a limited partnership as a separate entity to develop its various projects, and that this was the case for the Goderich project. All of the funds NRStor received from SDTC were invested in the limited partnership and a full accounting of the use of those funds was provided to SDTC in accordance with the contribution agreement. In August 2019, NRStor transferred its ownership in the project for a nominal amount to Hydrostor, for reasons related to each of the partners' role and interest in the outcome of the project. Ms. Verschuren also stated that once she became Chairperson of SDTC in June 2019, she ceased to be involved in any decisions related to the Goderich project and NRStor's involvement in the project was led by the company's Vice-President. Ontario Business Registry records show that NRStor Goderich CAES LP, a limited partnership, was created in December 2015 with NRStor Goderich CAES GP Inc., a business corporation, as its general partner. This corporation was also registered in December 2015, with Ms. Verschuren as a director. In December 2021, Ms. Verschuren ceased to be listed as a director of the corporation. According to Ms. Verschuren, as supported by financial documents from NRStor, the limited partnership spent a total of approximately $26.5 million on the Goderich project, of which NRStor and Hydrostor contributed approximately $8.5 million and $15 million respectively. The total contribution by SDTC (provided to NRStor, but not counted in the $8.5 million) was $2,341,187.42, which included the amount originally approved by the Board in 2017 and two COVID-19 emergency relief payments provided in March 2020 and 2021. Of note, NRStor contributed to the project's expenses in excess of the funds it received from SDTC and passed on to the limited partnership, including during the period after it sold its interest in the project to Hydrostor. COVID-19 emergency relief payment of March 2020 On March 11, 2020, COVID-19 was declared a pandemic by the World Health Organization. On March 18, 2020, the Canada-U.S. border was closed to all non-essential travel, and provinces and territories implemented varying gathering restrictions and self-isolation measures. Ms. Lawrence testified that, at that time, staff and Board members were concerned for SDTC-funded companies given that most were not generating any income. She said that the federal government had not yet announced any support measures for non-revenue-generating companies, and as a result, there was a sense of urgency at both the staff and Board level for a need to intervene. Ms. Lawrence testified that SDTC staff was directed to come up with proposed approaches and scenarios. According to documentation, staff communicated with the CEOs of more than half of the funded companies to understand the state of their businesses and their needs brought on by pandemic restrictions. According to Ms. Lawrence, this activity resulted in SDTC management proposing the idea of providing bridge financing to businesses while the industry waited for the federal government to announce support programs for pre-revenue-generating businesses. Legal advice sought by Ms. Lawrence Ms. Lawrence testified that she called Mr. Vandenberg for legal advice on the idea. During her call with Mr. Vandenberg, she described, in broad strokes, the proposed idea of providing a bridge payment to SDTC-funded companies. She testified that she asked Mr. Vandenberg for governance advice on how SDTC should proceed with the approval at the board level in light of the conflicts of interests of its directors. According to Ms. Lawrence, Mr. Vandenberg told her that given every project would be treated equally from both a criteria and approach perspective, having separate motions for directors with perceived or direct conflicts of interests was not required. Ms. Lawrence said that she accepted his advice. Mr. Vandenberg testified that during the call, Ms. Lawrence explained that it would be a general application of additional funding for all projects across the board without exemptions. On this basis, he told her that because no particular decision was being made relating to a specific company, there was no need to declare conflicts of interests given that they had already been declared when the initial funding decisions were made. He further testified that he told her that looking at the matter as a set of individual decisions would be incorrect given that it was a general decision. According to Mr. Vandenberg, conflicts of interests were always at the forefront in the minds of everyone at Board meetings when any funding decision was made. When asked why he didn't suggest, out of an abundance of caution, that directors with a conflict of interest remove themselves from the vote, Mr. Vandenberg stated that it would have suggested that it was no longer a general application of a funding percentage to every company. According to Mr. Vandenberg, this wasn't the intent of the proposal. His view was that it was a decision that all directors had a responsibility to weigh in on, which wouldn't have occurred if directors with previously declared conflicts had recused themselves. Ms. Lawrence testified that she did not recall Mr. Vandenberg mentioning terms such as “general application" or “broad class," terms found in the Conflict of Interest Act. Both she and Mr. Vandenberg testified that there was no mention of this Act during their discussion. Ms. Lawrence said that the issue of “conflicts" was raised within the context of the processes and procedures that govern SDTC. Mr. Vandenberg testified that his legal advice was based on his general knowledge of governance and how it should be carried out. Both Ms. Lawrence and Mr. Vandenberg testified that they did not consider whether quorum requirements might not be met due to the conflicts of interests of some of the directors. The by-laws of SDTC set out quorum requirements for Board meetings. Section 6.05 of the by-laws states that a majority of the directors holding office shall constitute a quorum for the transaction of business at any meeting of the Board. According to Ms. Lawrence, quorum was assessed by SDTC's Governance Administrator at the beginning of each meeting. According to Mr. Vandenberg, while ensuring quorum was met to start a meeting, any decision would only require a majority of the directors entitled to vote on that matter. Therefore, quorum requirements would continue to be met even if a reduced number of directors took part in a given vote. Emergency Board meeting of March 23, 2020 During her interview, Ms. Verschuren recalled speaking with Ms. Lawrence a few days into the pandemic about the challenges facing SDTC's portfolio companies and the possibility of providing them with some sort of blanket support. According to the documentary evidence, on March 20, 2020, Ms. Lawrence advised directors of an emergency Board meeting to be held on March 23 for the purpose of addressing the situation at hand. The email informed directors of the steps taken by SDTC staff to communicate with portfolio companies and stated: “We are ready, pending a Board approval and discussions with ISED [Innovation, Science and Economic Development Canada], to action an immediate cash injection to our companies in the next four weeks, with the first instalment going out as early as March 31." The email did not require directors to identify conflicts of interests ahead of the meeting as was usually the case when funding decisions were to be made. Materials for the emergency meeting were made available to directors later on March 20, 2020. These included an agenda, and two supporting documents: a deck of five slides providing context for the meeting and summarizing the proposal to be discussed, and a document entitled “Proposed increase to SDTC contribution of 5% for Active Project – FAQs." Thirteen directors attended the March 23, 2020 emergency meeting, including Ms. Verschuren. According to the minutes of the meeting, which were recorded by Mr. Vandenberg, Ms. Lawrence noted that SDTC staff had reached out to SDTC-funded companies, and that the information received was being used to develop solutions and approaches to address the short-, medium- and long-term challenges the companies were facing in light of the pandemic. An immediate short-term response from SDTC was to provide companies with support to allow them additional time to assess impacts and implement new measures to build longer-term resiliency. The minutes further noted that Ms. Lawrence had discussed the matter of conflicts of interest with Mr. Vandenberg. Given that all the projects had already been previously reviewed and approved for funding according to normal processes, that the current proposal was an operational matter, that all companies were treated equally and that no company was being singled out for differential treatment, it was determined that no director had a real or perceived conflict of interest related to the proposal as a result of any interest that a director might have in any specific company. Management's proposal According to the minutes of the meeting and supporting documents, industry concerns prompted the recommendation of an immediate additional payment of 5% based on the previously approved contribution amounts to all companies with an active contract in place and with ongoing projects, including projects in the Seed funding stream. Under this proposal, approximately 126 projects would receive an increase in funding for a total of approximately $18.6 million, which would represent an average payment of $148,000 to individual companies. The majority of the funds were meant to be paid out before the end of March 2020. For companies that had not yet entered into a contract with SDTC, the objective was to contract the projects as quickly as possible in order to provide relief in the form of a first milestone payment. According to the supporting documents, the proposal was meant to allow SDTC to quickly deliver support to companies without creating an additional administrative burden. With respect to projects in the Seed funding stream, both Ms. Lawrence and Mr. Vandenberg's general recollection of the discussion was that directors were of the view that applying the 5% to these projects would be too low of an amount to help with COVID-19 relief. Mr. Vandenberg explained that in order to make the amount of funding practical, directors decided that a higher percentage of payment should be provided. In the end, the minimum payment was set at $15,000 for these projects. Mr. Vandenberg and Ms. Lawrence both testified that the change in the approach to introduce a minimum amount for certain companies did not give rise to any further discussion regarding conflicts of interest given that there was no breakdown of specific companies. In her interview, Ms. Verschuren stated that neither she nor any other director raised any concerns about conflicts of interest in light of the legal advice provided by Mr. Vandenberg and presented to the Board by Ms. Lawrence. Her understanding of the issue of conflicts of interest was that since all conflicts had been previously declared and the decision to be made would impact all companies in the same way, it was unnecessary for directors to recuse themselves. In her recollection, the discussion at the meeting was focused on the risks companies faced and on management's recommendation. The Board's decision According to the minutes, Ms. Verschuren, as Chairperson, then proposed Motion 94‑B‑01: “That the Board of Directors increase disbursements for all companies currently in active portfolio by 5 percent to appropriate de minimis considerations, in particular for Seed Companies." The motion received unanimous approval. Ms. Verschuren confirmed that she knew that if the Board voted in favour of the motion, NRStor would receive an additional payment, though she did not know the amount at the time or take steps to confirm whether the payment had indeed been received. This was confirmed by Ms. Lawrence, who testified that the Board was called to vote on the approach and the mechanism by which the support payments would be provided rather than individual amounts. According to documentary evidence, 118 companies received a COVID-19 emergency relief payment, and the amount NRStor received in relation to the Goderich project was $106,176. COVID-19 emergency relief payment of March 2021 According to Ms. Lawrence, a year into the pandemic, there was a continued sense of urgency and a concern for the companies receiving SDTC funding as well as for the Canadian clean tech sector as a whole. Companies were facing ongoing lockdowns and had difficulty accessing products. Special Board meeting of March 9, 2021 In her interview, Ms. Verschuren recalled discussing the continuing effects of the pandemic on SDTC-funded companies with Ms. Lawrence. Her understanding was that SDTC had conducted a survey of portfolio companies and that the information gathered indicated that they would need further support to deal with the ongoing challenges. Ms. Verschuren confirmed that she did not receive or complete that survey on behalf of NRStor. On March 9, 2021, a special meeting of the Board of Directors was held to discuss pandemic recovery efforts. Fourteen directors attended the meeting, including Ms. Verschuren. In preparation for the meeting, on March 2, 2021, directors received an agenda with “Pandemic recovery effort to accelerate climate technology adoption in Canada" as an item. They also received a document prepared by SDTC staff describing the difficulties the companies faced in light of ongoing travel restrictions due to the pandemic and international factors, such as global climate tech investments. The document raised a concern that Canadian climate tech ideas, jobs and associated manufacturing capacity, as well as private capital infrastructure, might be transferred outside of Canada. According to this document, there was an urgent need to build out the domestic market, strengthen supply chains and accelerate the scaling up of climate technology projects. Contrary to what occurred in the context of the March 2020 meeting on relief measures, the question of conflicts of interest of directors was not raised in March 2021. Ms. Lawrence also testified that she did not contact Mr. Vandenberg for legal advice in advance of this meeting. Management's proposal According to the minutes of the meeting, Ms. Lawrence presented to the Board a proposal to provide an increase to companies with an active contract in place and ongoing activities, and who were on their way to project completion. Along with contextual information, the funding criteria, which were also set out in an appendix to the document distributed to directors ahead of the meeting, were also presented. With respect to companies with an active contract with SDTC, revenue positive projects in the Scale-up funding stream that had an established customer base would receive an increase of up to 10% as they were closer to market and had greater needs. All other eligible projects would receive an increase to their SDTC contribution of up to 5%. So-called “graduate companies" without an active project with SDTC, but that were generating revenues and demonstrating growth, could receive up to $100,000. Projects in the Seed funding stream were not included in the proposal. According to the documentation, companies would be encouraged to direct the funds to develop domestic supply chain partners and customers, with the goal of strengthening the domestic market for climate technologies. Ms. Lawrence testified that more frequent outreach to the companies throughout the pandemic allowed SDTC staff to gain a better understanding of the needs of the companies and how staff could best provide oversight as well as support. This allowed for the development of a more nuanced approach of providing different levels of additional funding. According to documentary evidence and testimony, including Ms. Verschuren's, neither the question of conflicts of interests nor Mr. Vandenberg's legal opinion provided in March 2020 were raised during the meeting. The Board's decision According to the minutes of the meeting, Ms. Verschuren, as Chairperson, then proposed Motion 100(B).01: “That the Board approve the recommendation to provide $25 million in funds to support companies in their efforts to develop domestic supply chain partners and customers." The motion received unanimous approval. Ms. Verschuren confirmed that she knew at the time that if the Board voted in favour of the motion, NRStor would receive a payment. Based on her understanding of the criteria set out in management's proposal, NRStor would not be eligible to receive the 10% increase. According to documents prepared by SDTC staff following the board meeting, 102 companies received additional funding, with NRStor receiving a 5% increase of its funding in relation to the Goderich project, for an amount of $111,485. Ms. Verschuren's connections to other companies that received COVID-19 emergency relief payments COVID-19 emergency relief payments were provided to several companies in relation to projects which involved a consortium partner on whose board Ms. Verschuren sat. I take note of the fact that under SDTC's rules for Start-up and Scale-up funding, consortium members cannot derive a direct or immediate benefit from the projects they support. Therefore, Ms. Verschuren's interests in the decisions on COVID-19 relief payments involving a consortium partner are simply too remote to give rise to a conflict of interest. Two other companies in respect of which Ms. Verschuren had recused herself from earlier Board discussions and decisions for other reasons also received COVID-19 emergency relief payments. Ms. Verschuren does not have a financial interest in either of these two companies. No MaRS or Verschuren Centre-nominated Seed funding recipients received any COVID‑19 emergency relief payments, since MaRS and the Verschuren Centre were first invited to nominate companies for Seed funding in May 2020 (i.e., after the March 23, 2020 meeting), and no payments were made to companies receiving Seed funding in March 2021. Issues The issues to be addressed are as follows: 1. Did Ms. Verschuren contravene subsection 6(1) and section 21 of the Conflict of Interest Act (Act) by participating in decisions on Seed, Start-up, and Scale-up funding involving MaRS and the Verschuren Centre, and failing to recuse herself from these decisions? 2. a) Did Ms. Verschuren contravene subsection 6(1) and section 21 of the Act by participating in two decisions on COVID-19 emergency relief funding that would benefit NRStor, and failing to recuse herself from these decisions? b) Did Ms. Verschuren contravene section 9 of the Act by using her position as Chairperson of SDTC to seek to influence other Board members in the same two decisions on COVID-19 emergency relief funding? Ms. Verschuren's position In her written submissions of December 21, 2023, Ms. Verschuren addressed her participation in the SDTC Board of Directors' decisions to approve Seed funding for companies nominated by two accelerators she is otherwise involved in and her participation in decisions by the Board to provide two COVID-19 emergency relief payments to NRStor, a company she founded and leads. Ms. Verschuren's position is that she did not contravene the Act. With respect to the Seed funding decisions, Ms. Verschuren submitted that neither MaRS nor the Verschuren Centre received any financial benefit when companies that they nominated received SDTC funding and that both of these accelerators are non-profit organizations with public-spirited aims. Referring to the Office's long-standing position that a private interest within the meaning of the Act largely refers to “an interest of a financial nature," Ms. Verschuren, who served on the boards of MaRS and the Verschuren Centre on a volunteer basis, had no private interest in the decisions in question, nor was she improperly furthering either organization's private interests as they are non-profits. Ms. Verschuren further submitted that despite not being required by the Act to do so, she had declared the perceived conflicts she had with both MaRS and the Verschuren Centre and abstained from decisions involving their nominations when they came before the Board, in order to meet the higher bar set by the SDTC Conflict of Interest Policy and out of an abundance of caution. Finally, according to Ms. Verschuren, abstention was an entirely appropriate measure to take since approvals for Seed funding were included on the consent agenda at Board meetings and there was no meaningful discussion of the applicant companies. In these circumstances, a declaration and abstention achieved the same outcome as a recusal. With respect to the Board's decisions on COVID-19 emergency relief payments, in Ms. Verschuren's view, the context of these decisions was important given the immense economic uncertainty caused by the pandemic. The decisions, which were recommended by SDTC management, were taken to respond to serious concerns about the ongoing viability of emerging companies that SDTC was already supporting. Ms. Verschuren further submitted that the COVID-19 emergency relief payments would apply generally to all companies funded by SDTC, with none receiving any preferential treatment. According to Ms. Verschuren, Board members had no list of companies when either decision was made and there was no discussion of individual companies since projects had already been approved previously. The Board voted on the envelope of funding and the criteria used to allocate it, while SDTC staff decided the amount to be provided to each company based on the approved criteria, particularly in the case of the second payment, where companies would be eligible for different levels of support. According to Ms. Verschuren, this meant that the decisions to approve COVID-19 emergency relief payments were decisions “of general application" within the meaning of subsection 2(1) of the Act. Consequently, any financial interest Ms. Verschuren had in the additional funding allotted to NRStor was not advancing a “private interest" within the meaning of the Act, and her participation in the votes did not place her in a conflict of interest under section 4. In the alternative, and with the same result, the decisions affected her interests only “as one of a broad class of persons" within the meaning of subsection 2(1) of the Act, where the “broad class of persons" consisted of anyone with an interest in any companies in SDTC's active portfolio of companies receiving the emergency funding. Ms. Verschuren also submitted that, in participating in the votes on both funding decisions, she and other Board members acted based on legal advice that recusals were not required since any existing real or perceived conflicts of interest had already been declared and conflicted directors had recused themselves from the original discussions and decisions to fund the projects. Finally, the purpose of the Board's decisions on COVID-19 emergency relief payments was not to enrich Ms. Verschuren or anyone else. Rather, the decisions were an appropriate exercise of the Board's discretion to provide additional funds to companies in accordance with SDTC's mandate, and were meant to ensure the then-prevailing economic climate would not result in devastating consequences for the Canadian clean technology sector. Analysis and conclusion During this examination, I reviewed every funding round chaired by Annette Verschuren, then-Chairperson of Sustainable Development Technology Canada (SDTC). I specifically examined her interest in each discussion or vote in which she participated to determine the existence of a potential conflict. I also note that Ms. Verschuren regularly adopted the practice of disclosing and recusing from perceived conflicts, which goes beyond the requirements of the Act. None of these instances gave rise to concerns of contraventions of the Conflict of Interest Act (Act). I must therefore determine whether Ms. Verschuren placed herself in a conflict of interest in respect of two matters, which will be dealt with separately: the first relating principally to Seed funding, and the second to the COVID-19 emergency relief payments. Issue 1: Participation in decisions on Seed, Start-up and Scale-up funding involving MaRS and the Verschuren Centre The first matter under examination concerns decisions by Ms. Verschuren's involvement in the Board's decisions to approve funding for projects that had been nominated by MaRS Discovery District (MaRS) or the Verschuren Centre for Sustainability in Energy and the Environment (Verschuren Centre). These two organizations are SDTC-approved accelerators whose support is a condition for receiving Seed funding. Ms. Verschuren sits on the board of directors of both accelerators. It was alleged that Ms. Verschuren, in her capacity as Chairperson of SDTC, participated in decisions that improperly furthered the interests of the beneficiaries of the Seed funding. The relevant provisions are subsection 6(1) and section 21 of the Act. These provisions read as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest.21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. Section 4 of the Act sets out the circumstances in which a public office holder is in a conflict of interest within the meaning of the Act. It reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. Board approval of Seed funding The portion of the agenda for Board meetings relating to the approval of Seed funding projects was part of the consent agenda, along with the approval of the previous meeting's minutes and other items. This means, as confirmed in the evidence, that there was little to no substantive discussion of these items. The reason provided for including the Seed funding envelope in the consent agenda was that since each project had previously been vetted and approved internally, the Board was not in fact approving individual projects but rather a process for helping early-stage companies. A single motion was moved and a single vote taken in respect of the entire consent agenda, always resulting in unanimous approval by the Board, with the minutes, at times, noting that certain directors had declared a conflict of interest in relation to certain projects and that they were abstaining in respect of those projects. Thus, rather than recusing themselves from the vote on the consent agenda, the conflicted Board member's vote appears to have been artificially split through an “abstention" of the portion of the vote relating to the conflict. The minutes of the various SDTC Board meetings show some inconsistencies in the practices that Ms. Verschuren adopted in situations where a potential conflict of interest had been identified. In most cases involving Seed funding to companies nominated by MaRS or the Verschuren Centre, she abstained from votes for which she declared a potential conflict. However, at two meetings, Ms. Verschuren did not appear to have abstained from the vote, despite having declared potential conflicts. And at two other meetings, no declaration or abstention was noted in the minutes despite the existence of potential conflicts. Abstention vs. recusal The required compliance measure at section 21 of the Act is for public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. The only reference to abstention in the Act is found at subsection 6(2), which applies only to ministers and parliamentary secretaries, when exercising their capacity as Members of Parliament, and requires them to abstain from debating or voting on matters that would place them in a conflict of interest. [A recusal is defined as the “removal of oneself as judge or policy-maker in a particular matter, esp. because of a conflict of interest."[ii] Conversely, an abstention involves “the act of not voting for or against something."[iii] In practical terms, a decision-maker such as a judge will recuse themselves from proceedings by withdrawing their ability to participate in deliberations and the outcome. A decision-maker will abstain from deliberations and votes on matters of public record, such as decisions made by nation-states during international assemblies. With respect to decisions made by public office holders, the important distinction between abstention and recusal was explained in the Morneau II Report as follows: A recusal is more than a simple abstention from voting; it requires the public office holder to physically remove themselves from the location where the matter is being decided, lest their mere presence be seen to influence the decision of other public office holders.[iv] This distinction was also conveyed in the SDTC's Code of Conduct and Conflict of Interest Policy (Policy), which directors acknowledge on a yearly basis to have read and understood as part of their Oath of Office. Under the heading Declaration at Meetings and Recusal, the Policy reads as follows: Each agenda for meetings of the Project Review Committee and for funding-approval meetings of the Board shall include—prior to any consideration of any of the Proposed Projects—an item requiring the declaration and recording of any potential conflicts. In the case where a conflict has been declared, the Director or Committee Member shall recuse themselves from the deliberations on the Proposed Project(s) with which they have a conflict. For greater clarity, recusal requires the Director or Committee Member to exit the boardroom or leave the conference call and not participate in any way in discussions or vote on the Proposed Project(s).[Emphasis added] The paragraph quoted above, found in all versions of the Policy that applied during Ms. Verschuren's tenure, was not modified when the Seed funding stream was launched. It makes no mention of “abstention" or of circumstances under which anything other than a recusal would be the appropriate measure to be taken by a director who has a conflict of interest. The SDTC Board's votes on Seed funding, which formed part of the consent agenda, appeared to have been largely a formality since there were no deliberations on the projects put forward for Seed funding. Nevertheless, the SDTC's Code of Conduct and Conflict of Interest Policy and, more importantly, the Act make clear that a recusal was required in respect of all potential conflicts of interest. Recusal allows other Board members the freedom to voice concerns or to express dissent on matters that involve the private interests of other Board members. Abstention from such matters is insufficient. Private interests involved in Seed funding decisions With respect to the allegation concerning the Seed funding votes, Ms. Verschuren submitted that neither she nor MaRS or the Verschuren Centre had any private interest in relation to any of the companies whose projects were up for approval by the Board, since they are both not-for-profit organizations. As a result, none of the decisions placed her in a conflict of interest as meant for the purposes of the Act, and yet she declared a conflict nonetheless and abstained from the votes, thus surpassing what was required by the Act. I acknowledge that Ms. Verschuren did not have a financial interest in these companies. I also recognize that neither MaRS nor the Verschuren Centre, as the nominating accelerators, were expressly prohibited from receiving a “finder's fee" to be deducted from SDTC's contribution. The primary interest in receiving $50,000 to $100,000 in Seed funding clearly belonged to the recipient companies. The analysis, however, does not stop there. The evidence shows that securing a nomination from a recognized accelerator was crucial for companies to obtain Seed funding from SDTC and, conversely, for accelerators to have a working relationship with companies they wished to nominate was a requirement for doing so. There is nothing in the evidence to suggest that, at the accelerator level, Ms. Verschuren played a direct role in the nomination of specific projects for Seed funding or that, at SDTC, she influenced which projects reached the Board approval stage at SDTC. Nevertheless, Ms. Verschuren's dual role as a director of both the nominating and decision-making organizations, and the potential business relationship between accelerators and nominees created a potential conflict. Additionally, in the case of the Verschuren Centre, eligible expenses as listed in the application form for Seed funding were precisely the sort of services and supplies the Centre would provide to companies for a fee. Ms. Verschuren would therefore have reasonably known that the Verschuren Centre could potentially benefit, indirectly, from a decision to grant Seed funding to a company it had nominated. For these reasons, Ms. Verschuren appropriately intended to disclose these conflicts prior to each Board vote on Seed funding, and did so in almost every case. However, even in the vast majority of cases where she did declare her conflict, the measure she took to remedy the conflict was to abstain from the vote on the matter. Having declared their conflicts in the context of Seed funding, Ms. Verschuren and other Board members may have believed that such conflicts were dealt with adequately through an abstention given the lack of a discussion on the matter before the vote. In reality, the entire approval process for Seed funding was flawed. The evidence shows that decisions regarding Seed funding had essentially already been made at earlier stages and the Board's final approval was automatic since decisions were made by consensus and Seed funding, in any event, was included in the consent agenda. Thus, an abstention, especially a partial one in respect of particular projects contained within a single agenda item, had no impact on the outcome for those projects. To say nothing of the two cases where Ms. Verschuren fell short of declaring potential conflicts of interest and the two where she declared conflicts but failed even to abstain. In every instance of conflict, only a recusal would have avoided a contravention of subsection 6(1) of the Act and met the requirements of section 21. Abstention relating to Start-up funding One instance where Ms. Verschuren abstained in respect of Start-up funding concerned a decision to increase funding to Kraken Sense, a company that had an existing business relationship with the Verschuren Centre. This was the reason why Ms. Verschuren had declared a conflict. For the same reasons as in the case of the Seed funding decisions involving MaRS- and Verschuren Centre-nominated companies, this was a conflict of interest for the purposes of the Act. Therefore, Ms. Verschuren was required to recuse herself from that decision in order to avoid a contravention of subsection 6(1) and section 21. Finding on issue 1 Ms. Verschuren recognized the inherent impropriety in participating, as Chairperson of SDTC, in decisions involving MaRS and the Verschuren Centre given her role with those organizations. She identified the conflict and, in most cases, made the appropriate declarations prior to Board meetings. In the context of Seed funding and on one other occasion relating to Start-up funding, Ms. Verschuren followed a practice to abstain from the vote instead of recusing herself. Regrettably, this practice, which deviated from the Board's Policy, also fell short of the Act's requirements. Accordingly, I find that Ms. Verschuren contravened subsection 6(1) and section 21 of the Act. Issue 2a: Participation in decisions on COVID-19 emergency relief payments I now turn to the matter relating to motions moved by Ms. Verschuren, as Chairperson of SDTC, in respect of COVID-19 emergency relief funding, in March 2020 and 2021. One of the recipients of that funding was NRStor Inc., a corporation founded by Ms. Verschuren and of which she is Chair and CEO as well as a majority shareholder. It was alleged that Ms. Verschuren participated in the making of decisions to further her private interests. To determine whether a conflict of interest exists under the Act, one of the elements I must examine is whether a public office holder was provided with an opportunity to further private interests. While the Act does not provide a definition of private interest, it does set out the following three exclusions: Private interest does not include an interest in a decision or matter(a) that is of general application;(b) that affects a public office holder as one of a broad class of persons; or(c) that concerns the remuneration or benefits received by virtue of being a public office holder. The first two exclusions have relevance in this matter and were raised by Ms. Verschuren in her written submissions with respect to the Board's decisions on COVID-19 emergency relief payments. Ms. Verschuren's interests in the matter To date, in applying the Act, the Office has interpreted the term “private interest" to refer largely to interests of a financial nature. The evidence shows that in March 2020, all projects qualifying for a COVID-19 emergency relief payment received the same proportional increase, namely a funding increase of 5% that was calculated on the basis of their existing contribution agreements with SDTC, subject to a minimum of $15,000. Based on the evidence, in March 2020, 118 projects were affected by the SDTC Board's decision. In March 2021, the Board approved a more complex COVID-19-related funding formula, where companies meeting some criteria would receive 5%, others would receive 10%, and yet others would be ineligible. Whether a qualifying project received 5% or 10% was to be determined by SDTC staff. In March 2021, 102 projects received additional funding. The decisions to grant COVID-19 emergency relief payments to companies clearly furthered the private interests of those companies. For NRStor, the two payments amounted to $106,176 in 2020 and $111,485 in 2021, for a total of $217,661. This direct financial interest was not displaced or removed by the fact that these funds were transferred to a limited partnership, a legally separate entity. While the limited partnership set up by NRStor to manage the SDTC-funded Goderich project, from August 2019 onwards, may no longer have been connected to Ms. Verschuren by way of ownership, Ms. Verschuren continued to be the sole director until December 2021. Additionally, NRStor continued to be financially engaged in the project until its completion by contributing amounts that exceeded the funds it received from SDTC. As a result, while the limited partnership was the final recipient and user of the COVID-19 emergency relief payments, NRStor benefitted from SDTC's contributions insofar as they reduced its own financial contribution to the project. In my view, the financial interests of NRStor also constitute interests for Ms. Verschuren, since she is the founder, Chair, CEO, and majority shareholder of the company. Because there are prima facie interests for Ms. Verschuren in this matter, I must determine whether either of the two relevant exclusions operate to exclude them from being considered as such in applying the Act's conflict of interest provisions. Decision or matter of general application Ms. Verschuren has taken the position that the decision to award COVID-19 emergency relief payments in March 2020 and 2021 was a decision of general application since all eligible projects received funding in equal proportion to their scale. This position echoes the legal advice received by SDTC management and relayed to the Board in March 2020, according to which Board directors would not need to recuse themselves from the decision since any existing conflicts of interest had already been declared and all companies and their projects were previously approved under normal processes, and because the decision to be made was an operational matter in which all companies would be treated equally. Although the term “general application" is not defined in federal legislation, the Supreme Court of Canada has written extensively on this topic in the context of legislative instruments of general application. It held that if an Act extends uniformly throughout a territory, and it is not “in relation to" one class of citizens in object and purpose, it is a law of general application.[v] Instruments of general application therefore apply to “an undetermined number of persons" who fall within the ambit or jurisdiction of the decision-maker.[vi] They do not apply to a specific person or group of persons or to a particular situation.[vii] Judicial rulings or ministerial directives can also be of general application. Courts or members of administrative tribunals can issue decisions or practice directives of general application; that is to say, ones that are applicable to anyone who falls under a tribunal's jurisdiction.[viii] Directives can be of general application if they apply to the entire department or ministry under the minister's statutory authority.[ix] As the case law cited in the preceding paragraphs illustrates, matters of general application apply to an undetermined number of persons without regard to class. Here, the impugned SDTC decisions, in March 2020 and March 2021, applied specifically to an identifiable group: the projects that had previously been approved for funding. The list of criteria developed by SDTC to identify the eligible funding recipients did not apply prospectively; a snapshot of the existing landscape was taken in March 2020 and the decision was applied against that backdrop. A decision or a matter that applies to a particular regulated activity and to an identifiable group, even in a uniform fashion, is not of general application. In my view, the Board's decision in March 2021 to award two different proportions of COVID-19 emergency relief funding only serves to underscore this determination and undermines Ms. Verschuren's position that all organizations received equal treatment. Such decisions or matters would instead be subject to scrutiny under the second exception in the definition of private interest; that is to say, whether the public office holder's interests are affected as one of a “broad class of persons" within the meaning of the Act. Decision or matter that affects the public office holder as one of a broad class of persons To determine whether the second exclusion to private interests under the Act might apply, I must examine whether the public office holder is affected by the decision or matter in question as one of a broad class of persons. Also undefined in federal legislation, the term “broad class of persons" can be interpreted in its ordinary and grammatical sense. A class is defined as a “group of people, things, qualities, or activities that have common characteristics or attributes."[x] The simplest definition of “broad" equates it with “wide," but something broad can be understood to include “a great variety of people, things or experiences; extensive (a broad range of options; broad experience)."[xi] Thus, a broad class of persons would include a large number of persons that may have all sorts of different characteristics or attributes, but share at least one important one. Examples of broad classes of persons might be occupational groups (teachers, lawyers, farmers, etc.) or other readily identifiable groups, such as homeowners or children, that include a large number of people. If a matter or decision affects all members of a broad class of persons in the same manner and the public office holder is a member of that class, then their interest in the matter or decision is likely excluded from the application of the Act.[xii] Conversely, if a decision or matter is narrowly focused and affects the interests of the public office holder as one of a small group or if the public office holder is treated differently or has a dominant interest in the matter, it would no longer be considered a matter that affects them as one of a broad class of persons. In other words, the broader the class of persons affected by a particular decision or matter, the greater the chances that the public office holder is acting in the public interest, rather than furthering a private interest. This is consistent with the interpretation given to similar private-interest provisions in respect of matters examined by my provincial counterparts. In a memorandum issued in 1993, the Honourable Gregory T. Evans, then Ontario Integrity Commissioner, determined that Members of Provincial Parliament who were also members of farm organizations could participate in committee business in consideration of a bill that would benefit them if it became law. Commissioner Evans determined that the sub-class of 20,000 such members, though forming a “minority" of the 60,000 farmers living in Ontario, constituted a sufficiently broad class of electors to exclude their interests from the definition of private interest from the Members' Conflict of Interest Act, 1988.[xiii] The Alberta Ethics Commissioner also opined on the term “broad class" in the context of an investigation. A Member of the Legislative Assembly of Alberta used the powers of his office to seek to influence a decision of the provincial government to further his spouse's private interests. The spouse was the sole shareholder and director of a retailer in the energy market and the Member used an intervention during Question Period to attempt to influence the government to drop its energy policy that was detrimental to his spouse's business. The Commissioner held that a class of 34 electricity retailers did not constitute a broad class and her interests as the sole shareholder of an energy retailer, as opposed to her interests as an electricity consumer, did not make her one of a broad class of the public.[xiv] In light of the above, I am of the view that the beneficiaries of the COVID-19 emergency relief funding awarded by SDTC in March 2020 and 2021, which included anyone with an interest in NRStor, do not constitute a broad class of persons. Furthermore, Ms. Verschuren's interests in the matter—as a founder, Chair, CEO, and majority shareholder of one of the recipient companies—situated her as a member of an even narrower class of persons, with a significantly different interest in the matter compared with other beneficiaries. Ms. Verschuren's interest is therefore properly categorized as a private interest for the purposes of the Act. Whether Ms. Verschuren reasonably should have known that she was in a conflict of interest I must now determine whether Ms. Verschuren made a decision or participated in making a decision related to the exercise of an official power, duty or function if she knew or reasonably should have known that, in making the decision, she would be in a conflict of interest and consequently in breach of subsection 6(1) of the Act. With respect to the additional COVID-19 contributions in March 2020 and 2021, Ms. Verschuren argues that these decisions did not benefit specific projects. Rather, she says there was consensus from the SDTC Board to adopt a measure that applied equally to all eligible projects. The legal advice the SDTC Board received in March 2020 held that directors' previously disclosed conflicts of interest would not preclude them from participating in this decision on the grounds that it was of general application. In my view, Ms. Verschuren took what she believed at the time to be proper steps to ensure that her interests did not interfere with the exercise of her official duties as Chairperson of SDTC. She believed at the time that she had acted within the bounds of the Act. However, relying on an external legal opinion does not absolve a public office holder from their requirements under the Act. Finding on issue 2a Given the exceptional circumstances of the COVID-19 pandemic, the Board's Policy was overlooked in the context of the 2020 and 2021 decisions on COVID-19 emergency relief payments. Directors did not declare their conflicts prior to the meetings and no recusals were made. This oversight was compounded when the Board was presented with incorrect legal advice justifying this course of action. Ms. Verschuren participated in the decisions knowing that NRStor, the company she founded, leads, and owns as a majority shareholder, was one of the beneficiaries of that supplementary funding. She was required to recuse herself from those matters and failed to do so. Consequently, I find that Ms. Verschuren contravened subsection 6(1) and section 21 of the Act. Issue 2b: Seeking to influence the decision of other Board members A second allegation relating to the same decisions to award COVID-19 emergency relief funding centred around Ms. Verschuren's role, as Chairperson of SDTC, to move the motions in March 2020 and 2021, for those relief payments. It is alleged that in moving those motions, Ms. Verschuren may have used her position as a public office holder to seek to influence the decision of other SDTC board members so as to further her private interests, contrary to section 9 of the Act. Section 9 of the Act reads as follows: 9. No public office holder shall use his or her position as a public office holder to seek to influence a decision of another person so as to further the public office holder's private interests or those of the public office holder's relatives or friends or to improperly further another person's private interests. The evidence shows that Ms. Verschuren was not the one who spearheaded the idea to award COVID-19 emergency relief payments to the existing roster of qualified projects, or that she was involved in determining the eligibility criteria or the proportion of funds to be disbursed. Beyond participating in the discussions on SDTC management's proposals and moving the motions at the meetings, I found no evidence of further involvement in the matter. Finding on issue 2b There is no evidence that Ms. Verschuren attempted to influence the decision of her colleagues on SDTC's Board. I find that she did not contravene section 9 of the Act. Summary of findings With respect to issue 1, Ms. Verschuren contravened subsection 6(1) and section 21 of the Act by participating in decisions on Seed and Start-up funding involving MaRS and the Verschuren Centre, despite declaring her conflict and abstaining in most cases, and by failing to recuse herself from these decisions. With respect to issue 2a, Ms. Verschuren contravened subsection 6(1) and section 21 of the Act by participating in two decisions on COVID-19 emergency relief funding that would benefit NRStor, having followed incorrect legal advice, and by failing to recuse herself from these decisions. With respect to issue 2b, there is no evidence that Ms. Verschuren contravened section 9 of the Act by using her position as Chairperson of SDTC to seek to influence other Board members in the same two decisions on COVID-19 emergency relief funding. Final observation The standard practice at the SDTC Board was to examine and approve funding applications individually. This complied with both SDTC's own Policy on conflicts of interest and the Act. It allowed directors who had a conflict of interest to properly recuse themselves from the portions of meetings for which they should not be present. It is unfortunate that a lack of consistency in decision-making processes at SDTC, coupled with incorrect legal advice, caused Ms. Verschuren to deviate from that standard practice and thus led her to contravene the Act. Schedule: List of witnesses​ The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Interviews Sustainable Development Technology Canada Leah Lawrence, President and CEOEd Vandenberg, legal counsel (on retainer), recording secretary to the Board Information and Documents Requested Sustainable Development Technology Canada Ziyad Rahme, Interim President and CEO The Verschuren Centre Dr. Beth Mason, CEO MaRS Discovery District Krista Jones, Interim CEO [i] A list of witnesses is found in the Schedule of this report. [ii] “Recusal" in Black's Law Dictionary, 10th ed., at p. 1467. [iii] “Abstention" in Black's Law Dictionary, 10th ed., at p. 10. [iv] Morneau II Report, para. 261. [v] See: Kruger and al., v. The Queen, [1978] 1 SCR. 104, at para. 110. [vi] Reference Re Manitoba Language Rights, [1992] 1 SCR. 212, at pp. 224-25. [vii] See, for example: Greater Vancouver Transportation Authority v. Canadian Federation of Students – British Columbia Component, 2009 SCC 31, at para. 88. [viii] See, for example: Farah v. Canada (Citizenship and Immigration), [2018] 1 FCR 473, at para. 37. [ix] See, for example: Ministry of Agriculture, Food and Rural Affairs Act, R.S.O. 1990, c. M. 16, at subss. 13(3) and 17(8). [x] “Class" in Black's Law Dictionary, 10th ed., at 304. [xi] “Broad" in Canadian Oxford Dictionary, 2nd ed. (2004), at 189. [xii] See: Alberta Ethics Commissioner, Determining a private interest (2017). [xiii] Hon. Gregory T. Evans, Memorandum Re: Committee Meetings (September 20, 1993), in Report of the Honourable Robert C. Rutherford Re: Mr. Joseph Tascona, MPP, Office of the Integrity Commissioner of Ontario (January 15, 1998), at pp. 31-32 (Exhibit 3). [xiv] Report of the Investigation by Hon. Marguerite Trussler, Q.C., into allegations involving Ric McIver, January 4, 2017. Although challenged on other grounds, the Commissioner's findings were upheld by the Alberta Court of Queen's Bench in McIver v. Alberta (Ethics Commissioner), 2018 ABQB 240.

Report on Director of Sustainable Development Technology Canada (SDTC) for participating in SDTC funding decisions that furthered his private interests. - - - - - - - - - - - - - - - - - - Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons, as is the case with this examination, or on his own initiative. When an examination is conducted at the request of a parliamentarian, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the parliamentarian who made the request, as well as to the public office holder or former public office holder who is the subject of the report, and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act of the conduct of Guy Ouimet, then a director of Sustainable Development Technology Canada (SDTC) appointed in November 2018. I had to determine if Mr. Ouimet was in a conflict of interest when he participated in SDTC's March 2020 and March 2021 decisions to give COVID-19 emergency relief payments to various projects, including Lithion Recycling Inc. (Lithion), a company that was incorporated and approved for SDTC funding in the summer of 2018. Before his appointment to SDTC's Board of Directors, Mr. Ouimet advised on the development of a business and finance strategy for Lithion. As partial payment for advising on the project, Mr. Ouimet was given an option to buy up to 1% of Lithion founders' shares. In November 2020, he exercised his option to buy Lithion founders' shares at a cost of $1,250. The examination focused on subsection 6(1) and section 21 of the Act. Under subsection 6(1), public office holders are not allowed to make a decision or participate in making a decision related to the exercise of an official power, duty or function if they know or reasonably should know that, in doing so, they would be in a conflict of interest. Under section 21, they must recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. As set out in section 4, public office holders are in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further their private interests or those of their relatives or friends, or to improperly further another person's private interests. I determined that Mr. Ouimet's financial interest in Lithion in relation to SDTC's March 2020 and March 2021 funding decisions was indeed a private interest for the purposes of the Act, and that he participated in both decisions. I also considered the principle of de minimis non curat praetor. It means the decision-maker is not concerned with small things. The de minimis principle is reflected in the Act, which allows reporting public office holders, other than a minister or parliamentary secretary, to hold certain assets that are of such minimal value that they pose no risk of conflict of interest in relation to their official duties and responsibilities. The same minimal value test should apply to a public office holder's ownership interest in a company if the interest is trivial. I determined that Mr. Ouimet's 1% interest in Lithion when he voted on each decision was so small that there was no risk of conflict of interest. Consequently, I dismissed the allegations against Mr. Ouimet. Concerns and process On November 16, 2023, following a request from Michael Barrett, Member of Parliament for Leeds–Grenville–Thousand Islands and Rideau Lakes, I initiated an examination under the Conflict of Interest Act (Act) of the conduct of the then Chairperson of Sustainable Development Technology Canada (SDTC), Annette Verschuren, in relation to the provision of SDTC funding to several projects. On November 29, 2023, Mr. Barrett wrote to the Office requesting that I expand my investigation by commencing another examination under the Act of the conduct of Mr. Guy Ouimet, then a director of SDTC, into the same matter relating to the provision of SDTC funding to several projects. Mr. Ouimet became a public office holder subject to the Act when he was appointed by the Governor in Council to the Board of Directors of SDTC on November 8, 2018. In his letter, Mr. Barrett wrote that information in the public domain showed that Mr. Ouimet was a director of Lithion Recycling Inc. (Lithion),[i] a company which had been the recipient of SDTC funding since August 2018. Mr. Barrett also wrote that in March 2020 and March 2021, the SDTC Board voted to grant COVID-19 emergency relief funding to 140 companies receiving funding from SDTC. According to Mr. Barrett, the COVID-19 emergency relief funding decisions would have resulted in almost $400,000 in supplementary payments to Lithion. Mr. Barrett alleged that if Mr. Ouimet, who was appointed to the Board of SDTC in November 2018, participated in the decision to grant COVID 19 emergency relief funding in 2020 and 2021, Mr. Ouimet may have contravened subsection 6(1) and section 21 of the Act. Subsection 6(1) of the Act prohibits public office holders, in the exercise of their public office, from making or participating in a decision if they know or reasonably should know that they would be in a conflict of interest, namely when the decision provides the opportunity to further their own private interests, those of their relatives or friends, or to improperly further another person’s private interests. Section 21 of the Act requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in which they would be in a conflict of interest.  In his letter, Mr. Barrett also noted that Lithion is a “consortium member” in relation to a project involving eNim Inc. (Seneca experts-conseils), which was approved for funding by SDTC in November 2022. Mr. Barrett therefore asked that I determine whether the requirements of the Act were followed. Having determined that Mr. Barrett’s request for an examination met the requirements set out in section 44 of the Act, I wrote to Mr. Ouimet on December 8, 2023, to inform him that I had commenced an examination to determine whether he had contravened subsection 6(1) and section 21 of the Act, and so informed Mr. Barrett. Mr. Ouimet submitted a detailed response and supporting documents on January 11, 2024. Mr. Ouimet was interviewed on February 21, 2024. The Office interviewed two additional witnesses and received documents from a third witness.[ii] A former SDTC employee also provided the Office with a collection of documents that, in the end, did not form part of the basis for this report. Some of the documentary evidence and testimony of witnesses gathered were used for both Mr. Ouimet’s and Ms. Verschuren’s examination reports. In keeping with the Office’s practice, I provided Mr. Ouimet with a copy of the relevant documentary evidence gathered during this examination, as well as a draft copy of the factual portion of the examination report (Concerns and Process, Facts, Issue and Mr. Ouimet’s Position) before it was finalized. In conducting my examination, I was aware that the Office of the Auditor General was also conducting an audit on how SDTC is financing sustainable development technologies. Furthermore, studies were undertaken by the House of Commons’ Standing Committees on Access to Information, Privacy and Ethics (ETHI), and on Industry and Technology, on concerns raised in a complaint by a group of whistleblowers into the practices of SDTC, and I was aware of Mr. Ouimet’s testimony before ETHI. The work of the Office of the Auditor General and of the House Committees did not impede my own in any way. It is important to note that this examination dealt solely with the conduct of Mr. Ouimet in respect of his obligations under the Act. I wish to note that the findings of the Auditor General’s report, published on June 4, 2024, relate to decisions involving both types of directors of the Board: those who, like Mr. Ouimet, are Governor-in-Council appointees subject to the Act, and those who are not. Furthermore, the instances of conflicts of interest cited by the Auditor General were in reference to SDTC’s Code of Conduct and Conflict of Interest Policy. Facts Background Sustainable Development Technology Canada Sustainable Development Technology Canada (SDTC, also referred to as the Canada Foundation for Sustainable Development Technology) is a not-for-profit foundation that was established by the Government of Canada in 2001 through the Canada Foundation for Sustainable Development Technology Act. The governance and oversight of SDTC's activities are provided by a Board of Directors and a Member Council. The Board consists of two types of directors. The Chair of the Board and six directors are appointed for a term not exceeding five years by the Governor in Council, on the recommendation of the Minister of Innovation, Science and Industry. The other eight directors are appointed by the members. After their term has expired, directors continue to hold office until their successors are appointed. SDTC's objectives and purposes are to provide funding for projects that develop and demonstrate new technologies to promote sustainable development, including technologies to address issues related to climate change and the quality of air, water, and soil. SDTC is accountable to Parliament through the Minister of Innovation, Science and Industry. Funding streams During the period relevant to this examination, SDTC funded clean technology projects through three funding streams under its SD Tech Fund: Seed, Start-up, and Scale-up. Seed funding provides early-stage companies with a one-time non-repayable contribution of $50,000 to $100,000 to develop projects that have the potential to bring environmental or sustainability benefits. Applicants must have secured funding from other private sources and be nominated by one of SDTC's approved accelerator partners. An accelerator is an organization that gives developing companies access to mentorship, investments, and other supports that help them become stable, self-sufficient businesses. Start-up funding is available to companies with technology that has been proven on a small scale, demonstrates promise, has the potential to deliver an environmental benefit, and is ready to be validated in a market setting. Companies must participate in a competitive funding process and can receive up to $10 million over a period of up to five years. Similar to Start-up funding, Scale-up funding is targeted to high-growth companies, with proven environmental outcomes, who are looking to accelerate their growth and expand their customer base. Project proposals are evaluated on their environmental benefits, technology readiness, business plan and path to market, strength of technology innovation, management capability, and financial strength. Board of Directors The Canada Foundation for Sustainable Development Technology Act requires SDTC's Board of Directors to be representative of persons engaged in the development and demonstration of technologies to promote sustainable development—including technologies to address issues related to climate change and the quality of air, water and soil— to be representative of the business community, and to have sufficient knowledge of technologies that promote sustainable development. Section 24 of the Canada Foundation for Sustainable Development Technology Act prohibits the Board from delegating to anyone, including to a committee of directors, its power to authorize the funding of eligible projects, thus establishing the full Board's exclusive authority to make funding decisions for SDTC. The work of the Board is supported by the Audit, Governance and Nominating, People and Culture, and Project Review committees. These committees operate independently from management, serve in an advisory capacity with no independent decision-making authority, and report to the Board through committee chairs. Both the Chairperson as well as the President and CEO of SDTC serve on the committees as ex-officio, non-voting members. The Audit Committee assists the Board of Directors in ensuring that SDTC meets its fiduciary obligations for financial management, auditing, and reporting. The Governance and Nominating Committee reviews governance policies and assesses compliance measures, such as those related to SDTC's Code of Conduct and Conflict of Interest Policy, and also reviews and discusses significant corporate risk exposures. The People and Culture Committee is responsible for advising the Board of Directors on CEO performance, organizational structure, and compensation benefits. The Project Review Committee reviews project proposals and makes funding recommendations to the Board of Directors for approval. SDTC's Conflict of Interest Policy for the Board of Directors Until a new Code of Ethics came into force in November 2023, all members of SDTC's Board of Directors were subject to SDTC's Code of Conduct and Conflict of Interest Policy (Policy). Governor-in-Council-appointed directors are also subject to the Conflict of Interest Act as public office holders. Directors appointed by members are not legally bound by the Act. In their oath of office, which they must sign annually, all directors acknowledge that they have read and understood the Policy. The Policy, a publicly available document, sets out standards of conduct with respect to the manner in which directors are expected to fulfill their duties to the Board, including by “act[ing] honestly and in good faith" and by providing their input on proposed projects “based exclusively on the merits of the business case presented." Under the Policy, directors are also expected to “be informed of the legislation under which the Foundation was created, and SDTC's bylaws and policies as they pertain to the Board" and to “demonstrate due diligence and dedication in preparation for Board meetings." The Policy also provides for restrictions on securities-related trading activities. Section 3 of the Policy provides that all directors are expected to comply with the obligations of public office holders found in the Conflict of Interest Act, even those not legally bound by it. The Policy also provides a description of conflict of interest that mirrors the wording of section 4 of the Act, but also extends it to capture situations that may reasonably be perceived to result in a conflict. Board procedures with respect to conflicts of interest The procedures to be followed by directors for the disclosure of conflicts of interest with respect to companies that have applied for funding from SDTC is set out at section 5 of the Policy. Under the Policy, in advance of a slate of proposed projects being presented to the Project Review Committee, and then to the full Board of Directors for review and approval, directors are provided, for each proposed project, with the name of the applicant and of consortium members, as well as a brief description of the project. Upon receiving this information, directors must declare to SDTC, in writing, any potential, real, or perceived conflict of interest or otherwise acknowledge “no conflict of interest" with any of the proposed projects, prior to receiving additional information on the projects. The documentary evidence and testimony show that, several weeks before each Board meeting, an email from SDTC staff would be sent to all directors to request that they declare “real or perceived" conflicts of interest with any of the projects listed in an attached information table. This table would list the names of project proponent companies and the names of titles of members of their management team, as well as the names of consortium members and a one-paragraph overview of the proposed projects. Where projects in the Seed funding stream would be coming to directors for approval, similar but more succinct information would be circulated in the same way and at the same time. A two-page summary of the Policy, titled “Review of Conflict of Interest Guidelines," would also be attached to the email. Directors declared their conflicts by replying to all recipients of the original email. Having responded to the declaration request email, directors would then gain access through an online portal to detailed information about all projects for which they had not declared a conflict. At that time, SDTC staff would also update the internal registry of conflicts of interest as needed with any newly declared conflicts. Section 5 of the Policy further describes, as follows, the procedure at meetings of directors where proposed projects are reviewed: Each agenda for meetings of the Project Review Committee and for funding-approval meetings of the Board shall include—prior to any consideration of any of the Proposed Projects—an item requiring the declaration and recording of any potential conflicts. In the case where a conflict has been declared, the Director or Committee Member shall recuse themselves from the deliberations on the Proposed Project(s) with which they have a conflict. For greater clarity, recusal requires the Director or Committee Member to exit the boardroom or leave the conference call and not participate in any way in discussions or vote on the Proposed Project(s). The regular practice for projects in the Start-up and Scale-up funding streams would entail noting recusals by conflicted directors in the minutes of Board meetings. All witnesses interviewed confirmed that in cases where a recusal took place, the affected director would physically leave the room (or be moved to a separate virtual waiting room, as the case may be) before the discussion of the project started and re-enter the meeting only once the vote on a motion to fund the project had concluded. Mr. Ouimet's activities before joining the Board of SDTC Mr. Ouimet included, with his written submission, a copy of his opening remarks from his appearance before the House of Commons Standing Committee on Industry and Technology. During his appearance of December 5, 2023, Mr. Ouimet informed the Committee that he is an engineer, that he holds a Master of Business Administration, and that he has many years of experience in the fields of venture capital, private equity, project finance and mergers and acquisitions. Additionally, he is a certified member of the Institute of Corporate Directors. Mr. Ouimet also informed the Committee that with his combined expertise in multi-sector venture capital and in the development of large-scale projects, he became an external advisor for SDTC in 2006, a role he held until 2014. He also said that his experiences led him to start his own firm, Celtis Capital Inc., where he participated in multiple projects in the energy and cleantech industries. In his written submission, Mr. Ouimet wrote that from November 2017 to October 2018, through Celtis Capital Inc., he advised Seneca experts-conseils—a consulting firm made up of engineers specializing in industrial materials process engineering—in the development of a business plan and financing strategy for Lithion, a lithium-ion battery recycling technology project. According to the Enterprise Register of the Province of Quebec, the project was incorporated as Lithion Recycling Inc. in July 2018, and was approved for funding by SDTC in August 2018. As part of the compensation for his professional services to Seneca experts-conseils on the Lithion project, Mr. Ouimet was provided with an option to acquire up to 1% of the Lithion founders shares. Mr. Ouimet testified that he has never been a shareholder nor a director of Seneca experts-conseils. Mr. Ouimet's appointment to the Board of SDTC According to his governor-in-council application letter, which Mr. Ouimet enclosed with his written submission, he disclosed his previous role as an expert advisor for SDTC and his professional relationship with Seneca experts-conseils. Mr. Ouimet testified that he was informed in October 2018 of his appointment to the Board of SDTC. Mr. Ouimet also testified that prior to beginning his mandate on the Board, he ended his professional relationship with Seneca experts-conseils. On November 8, 2018, Mr. Ouimet was appointed to the Board of Directors of SDTC for a term of four years. As a Director of the Board, Mr. Ouimet was a member of the Project Review Committee and the Governance and Nominating Committee. Persons appointed by the Governor in Council on a part-time basis are generally considered public office holders without reporting obligations under the Conflict of Interest Act (Act), and this was the case for Mr. Ouimet. They must comply with the general rules of conduct found in Part 1 of the Act, but do not have to complete an initial compliance process, including making disclosures and declarations about their interests, withdrawing from activities, or divesting of assets. They also do not need to complete an annual review process. After they are appointed, the Office sends them a letter with a summary of the rules they need to follow. Mr. Ouimet received a letter from this Office in late March 2019, informing him that as a public office holder he was subject to the Act. He was instructed that, while the organization to which he was appointed might require him to abide by a code of conduct, as a public office holder, he was required to comply with the provisions of the Act, and that compliance with a code of conduct was not necessarily synonymous with compliance with the Act, especially in the case of similar provisions. In the letter, Mr. Ouimet was also invited to communicate with the Office should he have any questions or require clarifications relating to his obligations. Mr. Ouimet testified that he had not communicated with the Office or sought advice because he had already disclosed and sought advice from SDTC on his prior work with the Lithion project as well as on the option he held to purchase Lithion shares. Mr. Ouimet addresses his conflicts of interest Following his appointment, documentary evidence shows that in early March 2019, Mr. Ouimet sought advice from the Chair of SDTC's Governance and Nominating Committee and Leah Lawrence, SDTC's President and CEO from 2015 to 2023, relating to his conflict of interest with Lithion in light of the option he held. Ms. Lawrence testified that, prior to the creation of the position of Ethics Advisor, she and the Chair of the Governance and Nominating Committee met with directors, regardless of their appointment status, to discuss any questions or concerns a director might have relating to their conflicts of interests and provide advice in respect of their obligations. Based on the notes he took during his meeting, Mr. Ouimet was told that he could retain his option to purchase the shares and that he ought to recuse himself from matters relating to Lithion. He was also told that he could participate in decisions regarding projects submitted by Seneca experts-conseils after declaring a perceived conflict of interest. In November 2020, Mr. Ouimet exercised his option to purchase Lithion shares at a cost of $1,250 before the option's expiration date. Documentary evidence shows that after having done so, he informed Ms. Lawrence and Ms. Annette Verschuren, Chair of the Board. In an April 2, 2021, email to Ms. Lawrence, Ms. Verschuren, the Governance and Nominating Committee and the Vice-President of the SDTC, Mr. Ouimet informed them that he had accepted an offer to become a member of the Board of Lithion, which was ratified on April 30, 2021. In his email, he stated that as per the SDTC Code of Conduct, he would exclude himself from any discussion regarding Lithion and SDTC. Mr. Ouimet's perceived conflicts of interest Documentary evidence and testimony show that Mr. Ouimet identified his perceived conflict of interest with Seneca experts-conseils and four companies (KSM, Nano One Materials, West High Yield Resources, Nouveau Monde Graphite) who had Seneca experts-conseils as the engineering firm on their project. Mr. Ouimet testified that he never had an interest or relationship with any of the four companies. Mr. Ouimet also identified having perceived conflicts of interest with two other companies, NoviFlow, and Li-Cycle. Mr. Ouimet testified that one of the owners of NoviFlow was an acquaintance and that Li-Cycle was a direct competitor of Lithion. Mr. Ouimet's conflict of interest with Lithion Documentary evidence supports Mr. Ouimet's testimony that, prior to receiving any documentation in preparation for meetings of the Project Review Committee and of the Board, he consistently identified his conflict of interest with Lithion. In the spring of 2021, Mr. Ouimet declared a conflict of interest when Lithion submitted a funding request modification, which is reflected in the minutes of the May 11, 2021 Project Review Committee meeting. The minutes indicate that Mr. Ouimet abstained from the matter, but do not reflect whether Mr. Ouimet recused himself by physically leaving the meeting. According to the minutes of the May 18, 2021 Board meeting, Mr. Ouimet left the meeting prior to the discussion relating to the Lithion's funding request modification. The minutes also reflect that Mr. Ouimet returned to the meeting after the Board passed a motion calling for Lithion's request to be approved. In the fall of 2022, Mr. Ouimet declared a conflict of interest in relation to two projects, one submitted by eNim and one submitted by Nano One Materials, where Lithion was identified as a consortium partner in both projects. Under two of SDTC's funding streams, Start-up and Scale-up, project applicants receive the support of a “consortium." SDTC defines a consortium partner as “an organization that is unrelated to the applicant and is willing to make a contribution to the project at cost." The minutes of the November 17, 2022 Project Review Committee meeting reflect that Mr. Ouimet's conflict of interest with both eNim and Nano One Materials, as a result of his relationship with Lithion, was noted. However, the minutes do not reflect whether Mr. Ouimet recused himself by leaving the virtual meeting prior to the discussions taking place. In the minutes of the November 23, 2022 Board meeting, it is written that Mr. Ouimet "left the meeting to address his conflict of interest" before the discussions relating to the Nano One Materials and eNim projects took place. The minutes also reflect that Mr. Ouimet returned to the meeting after the Board passed a motion calling for both projects to be approved for funding. In his testimony, Mr. Ouimet was adamant that he did in fact recuse himself from discussions of the Project Review Committee relating to Lithion by leaving the room during the May 11, 2021 meeting, and by leaving the November 17, 2022 virtual meeting. He said that an audit, which was conducted after a complaint was made by a whistleblower about SDTC practices, revealed that the minutes of the Project Review Committee were, at times, inaccurate. Mr. Ouimet testified that following this audit, steps were taken to ensure the accuracy of the minutes. In her testimony, Ms. Lawrence said that while the minutes of the Project Review Committee—which were taken by an SDTC staff member—did not reflect when recusals occurred, she confirmed that directors left the room when the Committee addressed any project in which they had identified a conflict of interest. COVID-19 emergency relief payment of March 2020 On March 11, 2020, COVID-19 was declared a pandemic by the World Health Organization. On March 18, 2020, the Canada-U.S. border was closed to all non-essential travel, and provinces and territories implemented varying gathering restrictions and self-isolation measures. Ms. Lawrence testified that, at that time, staff and Board members were concerned for SDTC-funded companies given that most were not generating any income. She said that the federal government had not yet announced any support measures for non-revenue-generating companies, and as a result, there was a sense of urgency at both the staff and Board level for a need to intervene. Ms. Lawrence testified that SDTC staff was directed to come up with proposed approaches and scenarios. According to documentation, staff communicated with the CEOs of more than half of the funded companies to understand the state of their businesses and their needs brought on by pandemic restrictions. According to Ms. Lawrence, this activity resulted in SDTC management proposing the idea of providing bridge financing to businesses while the industry waited for the federal government to announce support programs for pre-revenue-generating businesses. Legal advice sought by Ms. Lawrence Ms. Lawrence testified that she called Ed Vandenberg for legal advice on the idea. Mr. Vandenberg's law firm provided legal services to SDTC. As a result of that arrangement, he also acted as the Recording Secretary to the Board, a role he held since around 2013. Testifying on his role as Recording Secretary to the Board, Mr. Vandenberg said that his responsibilities were to ensure proper governance during meetings, record the decisions, and prepare the minutes. He testified that on occasion he provided legal counsel to both SDTC staff and the Board. Ms. Lawrence testified that during her call with Mr. Vandenberg, she described, in broad strokes, the proposed idea of providing a bridge payment to SDTC-funded companies. She testified that she asked Mr. Vandenberg for governance advice on how SDTC should proceed with the approval at the board level in light of the conflicts of interests of its directors. According to Ms. Lawrence, Mr. Vandenberg told her that given every project would be treated equally from both a criteria and approach perspective, having separate motions for directors with perceived or direct conflicts of interests was not required. Ms. Lawrence said that she accepted his advice. Mr. Vandenberg testified that during the call, Ms. Lawrence explained that it would be a general application of additional funding for all projects across the board without exemptions. On this basis, he told her that because no particular decision was being made relating to a specific company, there was no need to declare conflicts of interests given that they had already been declared when the initial funding decisions were made. He further testified that he told her that looking at the matter as a set of individual decisions would be incorrect given that it was a general decision. According to Mr. Vandenberg, conflicts of interests were always at the forefront in the minds of everyone at Board meetings when any funding decision was made. When asked why he didn't suggest, out of an abundance of caution, that directors with a conflict of interest remove themselves from the vote, Mr. Vandenberg stated that it would have suggested that it was no longer a general application of a funding percentage to every company. According to Mr. Vandenberg, this wasn't the intent of the proposal. His view was that it was a decision that all directors had a responsibility to weigh in on, which wouldn't have occurred if directors with previously declared conflicts had recused themselves. Ms. Lawrence testified that she did not recall Mr. Vandenberg mentioning terms such as “general application" or “broad class," terms found in the Conflict of Interest Act. Both she and Mr. Vandenberg testified that there was no mention of this Act during their discussion. Ms. Lawrence said that the issue of “conflicts" was raised within the context of the processes and procedures that govern SDTC. Mr. Vandenberg testified that his legal advice was based on his general knowledge of governance and how it should be carried out. Both Ms. Lawrence and Mr. Vandenberg testified that they did not consider whether quorum requirements might not be met due to the conflicts of interests of some of the directors. The by-laws of SDTC set out quorum requirements for Board meetings. Section 6.05 of the by-laws states that a majority of the directors holding office shall constitute a quorum for the transaction of business at any meeting of the Board. According to Ms. Lawrence, quorum was assessed by SDTC's Governance Administrator at the beginning of each meeting. According to Mr. Vandenberg, while ensuring quorum was met to start a meeting, any decision would only require a majority of the directors entitled to vote on that matter. Therefore, quorum requirements would continue to be met even if a reduced number of directors took part in a given vote. Emergency Board meeting of March 23, 2020 According to the documentary evidence, on March 20, 2020, Ms. Lawrence advised directors of an emergency Board meeting to be held on March 23 for the purpose of addressing the situation at hand. The email informed directors of the steps taken by SDTC staff to communicate with portfolio companies and stated: “We are ready, pending a Board approval and discussions with ISED [Innovation, Science and Economic Development Canada], to action an immediate cash injection to our companies in the next four weeks, with the first instalment going out as early as March 31." The email did not require directors to identify conflicts of interest ahead of the meeting as was usually the case when funding decisions were to be made. Materials for the emergency meeting were made available to directors later on March 20, 2020. These included an agenda, and two supporting documents: a deck of five slides providing context for the meeting and summarizing the proposal to be discussed, and a document entitled “Proposed increase to SDTC contribution of 5% for Active Project – FAQs." Thirteen directors attended the March 23, 2020 meeting, including Mr. Ouimet. According to the minutes of the meeting, which were recorded by Mr. Vandenberg, Ms. Lawrence noted that SDTC staff had reached out to SDTC-funded companies, and that the information received was being used to develop solutions and approaches to address the short‑, medium- and long-term challenges the companies were facing in light of the pandemic. An immediate short-term response from SDTC was to provide companies with support to allow them additional time to assess impacts and implement new measures to build longer-term resiliency. The minutes further noted that Ms. Lawrence had discussed the matter of conflicts of interest with Mr. Vandenberg. Given that all of the projects were previously reviewed and approved for funding under normal processes, that the current proposal was an operational matter, that all companies were treated equally and that no company was being singled out for differential treatment, it was determined that no director had a real or perceived conflict of interest related to the proposal as a result of any interest that a director might have in any specific company. Mr. Ouimet testified that he had no concerns in agreeing to have one motion for all projects given the legal opinion provided to the Board by legal counsel for SDTC, which stated that due to the equal treatment provided to all companies, there was no conflict. Management's proposal According to the minutes of the meeting and supporting documents, industry concerns prompted the recommendation of an immediate additional payment of 5% based on the previously approved contribution amounts to all companies with an active contract in place and with ongoing projects, including projects in the Seed funding stream. Under this proposal, approximately 126 projects would receive an increase in funding for a total of approximately $18.6 million, which would represent an average payment of $148,000 to individual companies. The majority of the funds were meant to be paid out before the end of March 2020. For companies that had not yet entered into a contract with SDTC, the objective was to contract the projects as quickly as possible in order to provide relief in the form of a first milestone payment. According to the supporting documents, the proposal was meant to allow SDTC to quickly deliver support to companies without creating an additional administrative burden. With respect to projects in the Seed funding stream, both Ms. Lawrence and Mr. Vandenberg's general recollection of the discussion was that directors were of the view that applying the 5% to these projects would be too low of an amount to help with COVID-19 relief. Mr. Vandenberg explained that in order to make the amount of funding practical, directors decided that a higher percentage of payment should be provided. In the end, the minimum payment was set at $15,000 for these projects. Mr. Vandenberg and Ms. Lawrence both testified that the change in the approach to introduce a minimum amount for certain companies did not give rise to any further discussion regarding conflicts of interest given that there was no breakdown of specific companies. Mr. Ouimet understood that SDTC had a $25 million budget surplus, and that the purpose of providing the additional payment was to assist companies with their working capital. He testified that he believed it was a good idea in light of the issues brought on by the pandemic. As a result, he had no concerns with the proposal. The Board's decision According to the minutes, Ms. Verschuren, as Chairperson, then proposed Motion 94‑B‑01: “That the Board of Directors increase disbursements for all companies currently in active portfolio by 5 percent to appropriate de minimis considerations, in particular for Seed Companies." The decision received unanimous approval. Mr. Ouimet confirmed that he knew that if the Board voted in favour of the motion, Lithion would receive an additional 5% in funding. He testified that there were no separate discussions relating to any of the companies and that the directors were not provided with the payment amounts. That was left to SDTC staff to calculate. Consequently, Mr. Ouimet did not know the exact amount Lithion stood to receive. This was confirmed by Ms. Lawrence, who testified that the Board was called to vote on the approach and the mechanism by which the support payments would be provided rather than individual amounts. According to documentary evidence, 118 companies received a COVID-19 emergency relief payment; Lithion received $192,100. COVID-19 emergency relief payment of March 2021 According to Ms. Lawrence, a year into the pandemic, there was a continued sense of urgency and a concern for the companies receiving SDTC funding as well as for the Canadian clean tech sector as a whole. Companies were facing ongoing lockdowns and had difficulty accessing products. Special Board meeting of March 9, 2021 On March 9, 2021, a special meeting of the Board of Directors was held to discuss pandemic recovery efforts. Fourteen directors attended the meeting, including Mr. Ouimet. In preparation for the meeting, on March 2, 2021, directors received an agenda with “Pandemic recovery effort to accelerate climate technology adoption in Canada" as an item. They also received a document prepared by SDTC staff describing the difficulties the companies faced in light of ongoing travel restrictions due to the pandemic and international factors, such as global climate tech investments. The document raised a concern that Canadian climate tech ideas, jobs and associated manufacturing capacity, as well as private capital infrastructure, might be transferred outside of Canada. According to this document, there was an urgent need to build out the domestic market, strengthen supply chains and accelerate the scaling up of climate technology projects. Contrary to what occurred in the context of the March 2020 meeting on relief measures, the question of conflicts of interest of directors was not raised in March 2021. Ms. Lawrence also testified that she did not contact Mr. Vandenberg for legal advice in advance of this meeting. Management's proposal According to the minutes of the meeting, Ms. Lawrence presented to the Board a proposal to provide an increase to companies with an active contract in place and ongoing activities, and who were on their way to project completion. Along with contextual information, the funding criteria, which were also set out in an appendix to the document distributed to directors ahead of the meeting, were also presented. With respect to companies with an active contract with SDTC, revenue-positive projects in the Scale-up funding stream that had an established customer base would receive an increase of up to 10% as they were closer to market and had greater needs. All other eligible projects would receive an increase to their SDTC contribution of up to 5%. So-called “graduate companies" without an active project with SDTC, but that were generating revenues and demonstrating growth, could receive up to $100,000. Projects in the Seed funding stream were not included in the proposal. According to the documentation, companies would be encouraged to direct the funds to develop domestic supply chain partners and customers, with the goal of strengthening the domestic market for climate technologies. Ms. Lawrence testified that more frequent outreach to the companies throughout the pandemic allowed SDTC staff to gain a better understanding of the needs of the companies and how staff could best provide oversight as well as support. This allowed for the development of a more nuanced approach of providing different levels of additional funding. According to documentary evidence and testimony, neither the question of conflicts of interests nor Mr. Vandenberg's legal opinion provided in March 2020 was raised during the meeting. Mr. Ouimet testified that, even though different percentages of funding would be applied this time, what was being proposed was still viewed as a universal application of funding to all companies. He and Ms. Lawrence both testified that there was a general understanding that the decision was based on the same principle as the year prior. Mr. Ouimet said that he viewed it as a second phase of the initial 2020 decision. The Board's decision According to the minutes of the meeting, Ms. Verschuren, as Chairperson, then proposed Motion 100(B).01: “That the Board approve the recommendation to provide $25 million in funds to support companies in their efforts to develop domestic supply chain partners and customers." The motion received unanimous approval. Mr. Ouimet confirmed that he voted in favour of the motion. He also confirmed he knew that by doing so, Lithion would receive supplementary funding. He testified that he did not know the funding percentage the company would receive as SDTC staff was tasked with deciding which companies would receive 5% and which ones would receive 10%. According to documents prepared by SDTC staff following the board meeting, 102 companies received additional funding, with Lithion receiving $201,705. Issue Did Mr. Ouimet contravene subsection 6(1) and section 21 of the Conflict of Interest Act (Act) by participating in two decisions on COVID-19 emergency relief funding that would benefit Lithion Recycling Inc., and failing to recuse himself from these decisions? Mr. Ouimet's position In his letter dated January 11, 2024, Mr. Ouimet stated that he did not contravene any of his obligations set out in the Act. He supported his statement by pointing to the documentation that showed he had declared his conflict of interest involving Lithion to SDTC and that he had recused himself, by leaving the room, each time matters involving Lithion were discussed by the Project Review Committee. He also recused himself each time a matter involving Lithion was discussed by the SDTC Board of Directors, save for on two occasions. The two occasions where he did not recuse himself involved SDTC Board decisions taken in March 2020 and March 2021 to support previously approved and ongoing projects with COVID-19 emergency relief funding. Mr. Ouimet's position is that these decisions related to exceptional and urgent circumstances and provided for a universal program that, in 2020, affected all SDTC-funded projects that were ongoing at the time that decision was taken. According to Mr. Ouimet, the decisions of 2020 and 2021 applied without exception and did not single out any particular company or project. He wrote that the Board's decisions involved approving parameters for a funding envelope that would be actioned later by SDTC staff. He added that all conflicts of interests of the directors, including his own, had been declared prior to these decisions being taken. Mr. Ouimet also wrote that in the context of the March 2020 decision, a legal opinion was shared with the SDTC Board that specifically addressed the conflicts of interests of the directors when participating in this decision. He wrote that he relied in good faith on this legal opinion when he participated in the March 2020 and March 2021 decisions. Mr. Ouimet wrote that to be in a conflict of interest within the meaning of section 4 of the Act, a private interest must be engaged. He added that the Act defines “private interest" in section 2 and that that definition excludes an interest in a decision or matter that is of general application. Mr. Ouimet submits that given that the COVID-19 emergency relief funding was provided to all of SDTC's active projects, the decisions were of general application and consequently his interest in Lithion, a beneficiary of the funding as one such active project in 2020 and in 2021, was not a private interest in the context of these decisions. Mr. Ouimet supported this position by referring to case law where the Court recognized the exclusions to “private interests" set out in the Act. He also noted a similar “general application" exception in the Conflict of Interest Code for Members of the House of Commons. Additionally, he wrote that information on the Office's website explains that “private interests" has traditionally been given a narrow interpretation by the Office. Mr. Ouimet also referred to case law involving municipal government decisions, where Courts have recognized that, at times, decision-makers may have an interest in a decision which goes beyond the public interest that would not give rise to a conflict of interest. The case law supports that no conflicts of interests were found where that decision-maker's interest is broadly shared with the public. For example, in the case of zoning matters that applied to a municipality's entire territory, no conflicts were found despite a councillor owning a property whose value could be affected. ​ Analysis and conclusion The facts show that following his appointment to Sustainable Development Technology Canada's (SDTC) Board of Directors in 2018, Guy Ouimet had declared to SDTC a private interest in Lithion Recycling Inc. (Lithion). The Board meeting minutes also support his testimony that, except for on two occasions where he participated in decisions relating to COVID-19 emergency relief payments in March 2020 and 2021, Mr. Ouimet recused himself, by leaving the meeting, from all Board discussions and decisions relating to Lithion. While the Project Review Committee meeting minutes did not make reference to a recusal on the part of Mr. Ouimet, I accept his sworn evidence that he did recuse himself, by leaving the meeting, from all discussions involving Lithion within the Committee. His evidence was corroborated by the testimony of Ms. Leah Lawrence, who stated that directors within the Committee always recused themselves even if the meeting minutes did not accurately capture such recusals. Mr. Ouimet adamantly testified that he recused himself in all instances and that it was unfortunate that the minutes of meetings of the Committee were inaccurate. The evidence also supports that Mr. Ouimet consistently and out of an abundance of caution also recused himself from matters that could give rise to even the appearance of conflicts, such as those involving Seneca experts-conseils and eNim, which are not captured by the Conflict of Interest Act (Act). I must determine whether Mr. Ouimet was in a conflict of interest when he participated in the March 2020 and March 2021 decisions by the SDTC Board given that Lithion, a qualifying project at the time of each decision, was a recipient of the COVID-19 emergency relief funding in the amount of $192,100 in 2020 and $201,705 in 2021. The relevant provisions are subsection 6(1) and section 21 of the Act. These provisions read as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest.21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. Section 4 of the Act sets out the circumstances in which a public office holder is in a conflict of interest within the meaning of the Act. It reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. For subsections 6(1) and section 21 to be engaged, I must first determine whether Mr. Ouimet knew or reasonably should have known that in participating in those decisions he would be in a conflict of interest. To be in a conflict of interest, the decisions would have to offer him an opportunity to further his private interests or those of a relative or friend, or to improperly further another person's private interests. While the Act does not provide a definition of private interest, it does set out the following three exclusions: Private interest does not include an interest in a decision or matter(a) that is of general application;(b) that affects a public office holder as one of a broad class of persons; or(c) that concerns the remuneration or benefits received by virtue of being a public office holder. To date, in applying the Act, the Office has interpreted the term “private interest" to refer largely to interests of a financial nature. It is relevant to set out the exact nature of Mr. Ouimet's interest at the time of each of the two SDTC Board decisions under review. In March 2020, Mr. Ouimet was the holder of an option to purchase Lithion shares for a token amount of $1,250 representing 1% of the company. By the March 2021 decision, Mr. Ouimet held Lithion shares, having exercised his option to purchase them in November 2020 before his option expired. However, despite having a financial interest engaged by each of these decisions, Mr. Ouimet's position is that these were decisions of general application and therefore his interests were excluded from consideration by operation of the Act. According to Mr. Ouimet, the decisions were taken in exceptional and urgent circumstances to provide for a universal program. Mr. Ouimet also referred to a legal opinion that was shared with the SDTC Board at the time of the March 2020 decision, advising that SDTC directors were not in a conflict of interest by participating in the decision since it was an operational matter, all companies and their projects were previously approved under normal processes, and all companies would be treated equally. The evidence shows that in March 2020, all qualifying projects received the same proportional increase, namely a funding increase of 5% that was calculated on the basis of their existing contribution agreements with SDTC, subject to a minimum of $15,000. Based on the evidence, in March 2020, 118 projects were affected by this decision. In March 2021, the SDTC Board approved a more complex COVID-19-related funding formula, where companies meeting some criteria would receive 5%, others would receive 10%, and yet others would be ineligible. Whether a qualifying project received 5% or 10% was to be determined by SDTC staff. In 2021, 102 projects received additional funding. In support of his position, Mr. Ouimet referred to case law involving municipal government decisions where courts have recognized that, at times, decision-makers may have an interest in a decision which goes beyond the public interest but does not give rise to a conflict, such as where the decision is general in nature or where the decision-maker's interest is broadly shared with the public. As set out above, there are three enumerated exclusions to the definition of what constitutes a private interest in a decision or matter for the purposes of the Act. These exclusions in the Act mirror the concepts put forward by Mr. Ouimet where broad and general interests do not amount to a conflict of interest. The first two are relevant to this examination and relate to interests (a) in matters or decisions that are of general application or (b) in matters or decisions that affect the public office holder as one of a broad class of persons. I must examine whether the March 2020 and March 2021 decisions by the SDTC Board were decisions of general application or even decisions that affected Mr. Ouimet as one of a broad class of persons so as to exclude Mr. Ouimet's interest in Lithion from consideration in applying the Act. Decision or matter of general application Although the term “general application" is not defined in federal legislation, the Supreme Court of Canada has written extensively on this topic in the context of laws of general application. It held that if an Act extends uniformly throughout a territory and it is not “in relation to" one class of citizens in object and purpose, it is a law of general application.[iii] Instruments of general application therefore apply to “an undetermined number of persons" who fall within the ambit or jurisdiction of the decision-maker.[iv] They do not apply to a specific person or group of persons or to a particular situation.[v] Judicial rulings or ministerial directives can also be of general application. Courts or members of administrative tribunals can issue decisions or practice directives of general application; that is to say, ones that are applicable to anyone who falls under a tribunal's jurisdiction.[vi] Directives can be of general application if they apply to the entire department or ministry under the minister's statutory authority.[vii] As the case law cited in the preceding paragraphs illustrates, matters of general application apply to an undetermined number of persons without regard to class. Here, the impugned SDTC decisions, in March 2020 and March 2021, applied specifically to an identifiable group: the ongoing projects that had previously been approved for funding. The list of criteria developed by SDTC to identify the eligible funding recipients did not apply prospectively; a snapshot of the existing landscape was taken in March 2020 and the decision was applied against that backdrop. A decision or a matter that applies to a particular regulated activity and to an identifiable group, even in a uniform fashion, is not of general application. In my view, the Board's decision in March 2021 to award two different proportions of COVID-19 emergency relief funding only serves to underscore this determination and undermines Mr. Ouimet's position that all organizations received equal treatment. Such decisions or matters would instead be subject to scrutiny under the second exception in the definition of private interest; that is to say, whether the public office holder's interests are affected as one of a “broad class of persons" within the meaning of the Act. Decision or matter that affects the public office holder as one of a broad class of persons To determine whether the second exclusion to private interests under the Act might apply, I must examine whether the public office holder is affected by the decision or matter in question as one of a broad class of persons. Also undefined in federal legislation, the term “broad class of persons" can be interpreted in its ordinary and grammatical sense. A class is defined as a “group of people, things, qualities, or activities that have common characteristics or attributes."[viii] The simplest definition of “broad" equates it with “wide," but something broad can be understood to include “a great variety of people, things or experiences; extensive (a broad range of options; broad experience)."[ix] Thus, a broad class of persons would include a large number of persons that may have all sorts of different characteristics or attributes, but share at least one important one. Examples of broad classes of persons might be occupational groups (teachers, lawyers, farmers, etc.) or other readily identifiable groups such as homeowners or children, that include a large number of people. If a matter or decision affects all members of a broad class of persons in the same manner and the public office holder is a member of that class, then their interest in the matter or decision is likely excluded from the application of the Act.[x] Conversely, if a decision or matter is narrowly focused and affects the interests of the public office holder as one of a small group or if the public office holder is treated differently or has a dominant interest in the matter, it would no longer be considered a matter that affects them as one of a broad class of persons. In other words, the broader the class of persons affected by a particular decision or matter, the greater the chances that the public office holder is acting in the public interest, rather than furthering a private interest. This is consistent with the interpretation given to similar private-interest provisions in respect of matters examined by my provincial counterparts. In a memorandum issued in 1993, the Honourable Gregory T. Evans, then Ontario Integrity Commissioner, determined that Members of Provincial Parliament who were also members of farm organizations could participate in committee business in consideration of a bill that would benefit them if it became law. Commissioner Evans determined that the sub-class of 20,000 such members, though forming a “minority" of the 60,000 farmers living in Ontario, constituted a sufficiently broad class of electors to exclude their interests from the definition of private interest from the Members' Conflict of Interest Act, 1988.[xi] The Alberta Ethics Commissioner also opined on the term “broad class" in the context of an investigation. A Member of the Legislative Assembly of Alberta had used the powers of his office to seek to influence a decision of the provincial government to further his spouse's private interests. The spouse was the sole shareholder and director of a retailer in the energy market and the Member used an intervention during Question Period to attempt to influence the government to drop its energy policy that was detrimental to his spouse's business. The Commissioner held that a class of 34 electricity retailers did not constitute a broad class and her interests as the sole shareholder of an energy retailer, as opposed to her interests as an electricity consumer, did not make her one of a broad class of the public.[xii] I am therefore of the view that the beneficiaries of the COVID-19 emergency relief funding awarded by SDTC in both March 2020 and 2021, which included Lithion, do not constitute a broad class of persons. Consequently, Mr. Ouimet's financial interest in relation to both matters is properly categorized as a private interest for the purposes of the Act. Whether Mr. Ouimet knew or reasonably should have known that in making these decisions he was in a conflict of interest I have established that the evidence supports that Mr. Ouimet participated in the March 2020 and March 2021 SDTC Board decisions. I have also established, based on the evidence, that those decisions were not of general application, nor did these decisions affect Mr. Ouimet as part of a broad class of persons. Consequently, his private interests in Lithion were engaged by each of those decisions. For there to be a contravention of subsection 6(1), the evidence should support that Mr. Ouimet knew or reasonably should have known that he was in a conflict of interest when he participated in the March 2020 and March 2021 decisions. If so, he would have also failed in his obligation to recuse himself from such decisions as required by section 21 of the Act. Mr. Ouimet's position is that he relied in good faith on the legal advice that the Board had received in 2020, advice that according to him reassured directors that they were not in a conflict of interest if they participated in the March 2020 decision. The testimony supports that this same advice was passively followed in the case of the March 2021 decision despite it pertaining to different facts. Mr. Ouimet's conduct and behaviour outside of the March 2020 and March 2021 decisions shows, as supported by the evidence, that he recused every time a matter involving Lithion came before the SDTC Board or Project Review Committee. Even during the March 2020 and 2021 SDTC decisions related to COVID-19 emergency relief funding, Mr. Ouimet believed at the time that he had acted within the bounds of the Act because his private interest in Lithion had been previously disclosed and because he relied on the legal advice that his participation, as well as that of all other directors, would not give rise to a conflict of interest. Relying on an external legal opinion does not absolve a public office holder from their requirements under the Act. The evidence, including his own testimony shows that when Mr. Ouimet participated in both the March 2020 and March 2021 decisions, he knew at the time that Lithion would benefit from the COVID-19 emergency relief funding and consequently that he had a private interest in those decisions. As such, Mr. Ouimet's conduct at the March 2020 and March 2021 SDTC Board meetings fell short of the requirements of subsection 6(1) and section 21 of the Act. However, in determining whether Mr. Ouimet's conduct amounted to an actual contravention of subsection 6(1) and section 21 of the Act, I must view this matter practically, taking the purposes of the Act into account, reading sections 4, 6 and 21 in their entire context, harmoniously with the scheme and object of the Act and the intention of Parliament. Parliament's desire to have a practical conflict of interest regime can be found in the Act's purposes, to encourage experienced and competent persons to seek and accept public office, to facilitate interchange between the private and public sectors, while minimizing the possibilities of conflicts of interests between private interests and public duties. The purposes also provide the Commissioner with the mandate to determine what is appropriate to avoid a conflict and to determine when the Act has been contravened. I am also mindful of the principle of de minimis non curat praetor, where courts or decision-makers are not concerned with trifling matters or small things. The Act shows an intent by the drafters to apply a de minimis test to interests in controlled assets which include an ownership interest in publicly traded companies. It applies if those interests are of minimal value and so long as those interests are not held by a minister of the Crown, a minister of state or a parliamentary secretary and where the Commissioner is of the opinion that they do not, because of their minimal value, pose any risk of conflict of interest. When there is no conflict of interest, there is no duty to recuse oneself. Interests held by reporting public office holders in private corporations like Lithion are not considered controlled assets and therefore not subject to divestment. They can be held by a reporting public office holder but must be publicly declared. Owning such assets may give rise to a conflict of interest within the meaning of section 4 of the Act and engage the duty to recuse oneself under section 21. However, in my view, for a fair and practical application of the Act's administration, the approach by the drafters for dealing with minimal-value controlled assets should also be followed to assess any risks of conflict of interest arising from the ownership of minimal value shares of private corporations. Furthermore, in this particular case, I am mindful that Mr. Ouimet, as a director of SDTC, is a part-time governor-in-council appointee and as such is not even a reporting public office holder. Parliament intended that non-reporting public office holders be subject only to the general rules of conflict of interest set out in the Act and that they not be held to the same reporting and compliance obligations, such as disclosures, declarations, withdrawals from activities and divestment of controlled assets, as those who meet the Act's definition of reporting public office holders. For practical reasons, a public office holder's ownership interest in a company should therefore benefit from the same minimal value test to determine whether that asset, considering its minimal value, constitutes any risk of conflict of interest for the purposes of section 4 of the Act. Conclusion Applying the aforementioned principle of de minimis non curat praetor, I am of the view that Parliament did not intend for section 4 of the Act to capture conflicts where the private interest of a public office holder who is not a minister of the Crown, minister of state or parliamentary secretary is of a trivial nature. Mr. Ouimet's 1% interest in Lithion at the time of each relevant decision was of such minimal value that it weighed little on his votes and did not constitute a risk of conflict of interest. Consequently, I dismiss the allegations raised against Mr. Ouimet. Schedule: List of witnesses The witnesses are listed according to the organizations to which they belonged at the time of the events that are the subject of this examination. Interviews Sustainable Development Technology Canada Leah Lawrence, President and CEOEd Vandenberg, legal counsel (on retainer), recording secretary to the Board Information and Documents Requested Sustainable Development Technology Canada Annette Verschuren, ChairpersonZiyad Rahme, Interim President and CEO [i] The company’s name was changed to Lithion Technologies Inc. in 2022. [ii] A list of witnesses is found in the Schedule of this report. [iii] See: Kruger and al., v. The Queen, [1978] 1 SCR 104, at para. 110. [iv] Reference re Manitoba Language Rights, [1992] 1 SCR 212, pp. 224-25. [v] See, for example: Greater Vancouver Transportation Authority v. Canadian Federation of Students – British Columbia Component, [2009] 2 SCR 295, at para. 88. [vi] See, for example: Farah v. Canada (Citizenship and Immigration), [2018] 1 FCR 473, at para. 37. [vii] See, for example: Ministry of Agriculture, Food and Rural Affairs Act, R.S.O. 1990, c. M. 16, subss. 13(3) and 17(8). [viii] “Class" in Black's Law Dictionary, 10th ed., at p. 304 . [ix] “Broad" in Canadian Oxford Dictionary, 2nd ed. (2004), at p. 189. [x] See: Alberta Ethics Commissioner, Determining a Private Interest, (2017). [xi] Hon. Gregory T. Evans, Memorandum Re: Committee Meetings (September 20, 1993), in Report of the Honourable Robert C. Rutherford Re: Mr. Joseph Tascona, MPP, Office of the Integrity Commissioner of Ontario (January 15, 1998), at pp. 31-32 (Exhibit 3). [xii] Report of the Investigation by Hon. Marguerite Trussler, Q.C., into allegations involving Ric McIver, January 4, 2017. Although challenged on other grounds, the Commissioner's findings were upheld by the Alberta Court of Queen's Bench in McIver v. Alberta (Ethics Commissioner), 2018 ABQB 240.

Report on a Parliamentary Secretary for writing a letter of support to an administrative tribunal on behalf of a stakeholder. - - - - - - - - - - - - - - - - - - - - - - - - Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons or, as is the case with this examination, on his own initiative. When an examination is conducted on the Commissioner's own initiative, unless the examination is discontinued, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report, and the report is made available to the public. Summary This report presents the findings of my examination under the Conflict of Interest Act (Act) of the conduct of the Honourable Greg Fergus, Parliamentary Secretary to the Prime Minister and to the President of the Treasury Board, and Member of Parliament for Hull–Aylmer, with respect to a letter of support relating to an application for a new broadcasting licence to the Canadian Radio‑television and Telecommunications Commission (CRTC). In June 2020, Natyf Inc. applied to the CRTC for its broadcast service Natyf TV to be granted mandatory distribution as part of the digital basic service across the province of Quebec. On June 2, 2021, Mr. Ronald Félix, a director of Natyf Inc., requested a letter from Mr. Fergus in support of its application. According to Mr. Fergus, Mr. Félix, as a Black Canadian, approached him in part due to his role as Chair of the Parliamentary Black Caucus, since the application concerned a television station that targets a diverse and inclusive Francophone audience. On June 28, 2021, Mr. Fergus' staff provided Mr. Félix with a letter signed by Mr. Fergus in his capacity as Member of Parliament. In a public notice dated September 21, 2022, the CRTC invited comments on Natyf Inc.'s application, and on September 28, 2022, Natyf Inc. submitted the letter signed by Mr. Fergus to the CRTC. In this examination, I sought to determine whether Mr. Fergus had contravened section 9 of the Act, which prohibits public office holders from using their position to seek to influence a decision of another person so as to improperly further another person's private interests. Given that the letter of support was intended to influence the decision of the CRTC so as to further the private interests of Natyf Inc., I had to determine whether those interests were furthered improperly. The Office has established several times before—in compliance orders, in a past examination report and in a guideline published on its website—that ministers and parliamentary secretaries should not write letters of support to quasi-judicial tribunals like the CRTC, given their governmental roles and the influence they possess. The role of parliamentary secretaries and the principle of non-intervention in quasi-judicial decisions are also outlined in the Prime Minister's Open and Accountable Government guideline. On this basis, I found that it was improper for Mr. Fergus to write a letter of support for Natyf Inc. in its pursuit of a broadcasting licence. Even though the letter was written on Mr. Fergus' Member of Parliament letterhead, his role as Parliamentary Secretary simply cannot be disregarded. Consequently, I found that Mr. Fergus contravened section 9 of the Act.​ Concerns and Process On October 3, 2022, I received an email from a member of the media regarding a letter of support from the Honourable Greg Fergus, Parliamentary Secretary to the Prime Minister and to the President of the Treasury Board, and Member of Parliament for Hull–Aylmer. The letter in question, which was dated June 28, 2021 and signed by Mr. Fergus in his capacity as Member of Parliament, lent support to Natyf Inc., which was seeking to be granted from the Canadian Radio‑television and Telecommunications Commission (CRTC) mandatory distribution on the digital basic service for its television service Natyf TV. At the time, Mr. Fergus was Parliamentary Secretary to the Prime Minister, to the President of the Treasury Board and to the Minister of Digital Government. The letter was submitted to the CRTC on September 28, 2022. On October 5, 2022, I wrote to Mr. Fergus to inform him that I was commencing an examination on my own initiative under subsection 45(1) of the Conflict of Interest Act (Act) regarding the letter of support submitted to the CRTC, an administrative tribunal. I informed Mr. Fergus that I had reason to believe that he may have contravened his obligations under section 9 of the Act, which prohibits public office holders from using their position to seek to influence a decision of another person so as to improperly further another person's private interests. On October 28, 2022, Mr. Fergus provided the Office with supporting documentation, and on November 17, 2022, I received from Mr. Fergus a detailed response to the matters I had raised in my letter dated October 5, 2022. On December 13, 2022, I wrote to Mr. Fergus asking him to submit an affidavit, in lieu of an interview, attesting to the statements made in the November 17, 2022 submission and to provide supplemental information, which I received on December 21, 2022. In accordance with the Office's established practice, Mr. Fergus was given the opportunity to comment on a draft of the factual sections of this report (Concerns and Process, Facts, and Mr. Fergus' Position) before they were finalized. Facts Background Mr. Fergus was first elected as the Member of Parliament for Hull–Aylmer in 2015. Over the last three Parliaments, he was appointed Parliamentary Secretary to the Minister of Innovation, Science and Economic Development, to three Treasury Board Presidents, to the Minister of Digital Government and to the Prime Minister. The circumstances that led to the letter of support According to its website, Natyf Inc. operates a Francophone television network, Natyf TV, focused on promoting the diversity of Canadians born here or elsewhere. Its registered office is located in Montreal, Quebec. In June 2020, Natyf Inc. filed an application with the CRTC for their discretionary service Natyf TV to be granted mandatory distribution as part of the digital basic service across the province of Quebec. In their application, Natyf Inc. emphasized that mandatory distribution is vital for the operation of their services as a means of reaching underserved racialized communities as well as bringing about the emergence of a new generation of Francophone creators to launch their careers in the French-language market. The CRTC is an administrative tribunal that regulates and supervises broadcasting and telecommunications. The CRTC's role is to implement the laws and regulations set by parliamentarians who create legislation and departments that set policies. According to the CRTC's Departmental Plan 2022-2023, “[the organization] has the quasi-judicial powers of a superior court with respect to the production and examination of evidence and the enforcement of its decisions. As an administrative tribunal, it operates at arm's length from the federal government." Mr. Fergus knew one of the directors of Natyf Inc., Mr. Ronald Félix, who lives in the National Capital Region. Mr. Fergus stated he met Mr. Félix as a result of his work as the Member of Parliament for Hull–Aylmer and Chair of the Parliamentary Black Caucus. Mr. Félix also confirmed that he met Mr. Fergus while at various government and community-organized events. He described his relationship with Mr. Fergus as professional in nature. On June 2, 2021, Mr. Fergus and Mr. Félix met, at Mr. Félix's request, to discuss Natyf Inc.'s application with the CRTC and to request a letter of support. Mr. Fergus stated that Mr. Félix's request for a letter of support was made in part due to Mr. Fergus' role as Chair of the Parliamentary Black Caucus, since the application was for a television station that targets a diverse and inclusive Francophone audience. As a Black Canadian, Mr. Félix is considered a stakeholder of the Parliamentary Black Caucus. Established in 2015, the Parliamentary Black Caucus is composed of parliamentarians from the Senate and the House of Commons who are either Black Canadians or allies of Black Canadians. According to Mr. Fergus, it is designed to ensure that Canadians of African descent are able to see themselves in Canada's parliamentary institutions, to educate all parliamentarians and engage with them about issues of importance to the Black community, and to provide a safe space to discuss such issues. Mr. Fergus held the role of Chair of the Parliamentary Black Caucus from December 2015 until May 2022. According to Mr. Fergus, while the role is an informal one, the Chair coordinates meetings between parliamentarians, shares information and provides a safe and respectful entry point to parliamentarians for Black Canadian stakeholders. Furthermore, the Parliamentary Black Caucus provides Black Canadians, including Black Canadian business owners, with the opportunity to engage with parliamentarians on issues of importance to their community. Mr. Fergus stated that, to the best of his knowledge, he did not discuss Natyf Inc. with any other member of the Parliamentary Black Caucus nor has he specifically endorsed any other business in his capacity as Chair of the Parliamentary Black Caucus. The letter of support Following his June 2, 2021 meeting with Mr. Fergus, Mr. Félix exchanged several emails in mid-June 2021 with Mr. Fergus' staff on the proposed language for the letter of support. On June 28, 2021, Mr. Fergus approved and signed the letter, which was prepared on his Member of Parliament letterhead. The letter, which was not addressed to anyone in particular, encouraged the consideration of Natyf Inc.'s application to receive mandatory distribution as part of the digital basic service for Natyf TV. The letter also included the reference number of the application with the CRTC. An electronic copy of the letter was emailed to Mr. Félix by Mr. Fergus' staff on that same day. Mr. Félix stated that after receiving the letter of support he did not discuss the letter or Natyf Inc.'s application to the CRTC with either Mr. Fergus or his staff. The submission of Mr. Fergus' letter of support to the CRTC In a public notice dated September 21, 2022, the CRTC invited comments on Natyf Inc.'s application in advance of a hearing scheduled for January 2023. In a September 23, 2022 email, a representative of Natyf Inc. invited their friends, partners and collaborators to show their support for Natyf TV by providing their name and email address to the CRTC. The representative also invited individuals to submit a letter on behalf of their organization or enterprise detailing their support. On September 28, 2022, representatives of Natyf Inc. submitted Mr. Fergus' letter of support to the CRTC. Mr. Fergus confirmed that he received an automated message sent to his parliamentary email address from the CRTC that same day. However, he stated he only became aware that the letter of support had been submitted as a result of a media inquiry on October 3, 2022. Upon being asked about the letter of support by the media outlet, Mr. Fergus immediately communicated with this Office in respect of this matter. Mr. Fergus' Position In his written statement, Mr. Fergus stated that when he was asked, as the Chair of the Parliamentary Black Caucus, to endorse Natyf Inc.'s application to the CRTC, he did so in part to ensure that Black Canadians see themselves reflected in the institutions of Parliament, to provide a message to other Black Canadians that they have a place where they can come and feel welcome and because he was asked, as a Black parliamentarian, to do so by an individual who is Black. Mr. Fergus recognized his unintentional error in providing the letter of support to Natyf Inc. and stated from the outset that he is deeply sorry for his action. Mr. Fergus stated that he did not directly and purposefully raise Natyf Inc.'s application with the CRTC itself. Mr. Fergus noted his long and detailed history of consulting and working with this Office, which made his error embarrassing and out of character. Mr. Fergus stated that he is completely aware of his obligations as a Member of Parliament and Parliamentary Secretary and will redouble his efforts to be more diligent in the future to ensure that he meets those obligations. Analysis and Conclusion Analysis In this examination, I must determine whether Mr. Fergus contravened section 9 of the Act by sending a letter of support relating to an application for a new broadcasting licence to the CRTC. As a parliamentary secretary, Mr. Fergus is subject to the substantive rules of the Act. Section 9 reads as follows: 9. No public office holder shall use his or her position as a public office holder to seek to influence a decision of another person so as to further the public office holder's private interests or those of the public office holder's relatives or friends or to improperly further another person's private interests. Mr. Fergus stated that he received the request for a letter of support from Mr. Félix, a stakeholder of the Parliamentary Black Caucus, in part due to Mr. Fergus' role as Chair of that group. Mr. Félix described his relationship with Mr. Fergus as professional in nature, having met on different occasions at government and community events. Messrs. Fergus and Félix are neither friends nor relatives. Mr. Fergus did not address his letter to anyone at the CRTC, nor did he send the letter himself. However, the letter included Natyf Inc.'s reference number with the CRTC. There is no doubt that the letter of support was intended to influence the decision of the CRTC so as to further the private interests of Natyf Inc. I must now determine whether those interests were furthered improperly. In the Trudeau II Report, I set out the meaning of the word improper in the context of an examination under section 9 of the Act. I interpreted this word to mean instances where a public office holder used their office to commit a “serious or fundamental error." In other words, an impropriety under the Act occurs “when a public office holder exercises an official power, duty or function that goes against the public interest, either by acting outside the scope of his or her statutory authority, or contrary to a rule, a convention or an established process." The matter relating to letters of support has been the subject of three compliance orders issued in 2013 as well as an examination report (The Gill Report). In the case of two compliance orders and of the examination, the individuals were parliamentary secretaries who had written letters of support to the CRTC on behalf of constituents seeking broadcasting licences from that administrative tribunal. With respect to the compliance orders, which were detailed in the 2012-2013 Annual Report, former Commissioner Mary Dawson determined that the position of a parliamentary secretary entails official government duties and functions and that the CRTC is meant to operate at arm's length from the government with respect to its decision making. Commissioner Dawson concluded that it was therefore improper for parliamentary secretaries to write letters of support to the CRTC regardless of whether or not they explicitly identified their title. The compliance orders led to the development of the Commissioner's 2013 guideline, Serving your constituents when you are a minister or a parliamentary secretary. This document is posted on the Office's website. The guideline states that ministers and parliamentary secretaries may not, under any circumstances, attempt to intervene in the decision-making process of an administrative tribunal on behalf of any constituent or expedite the processing of an application as such contact may be considered an attempt to influence a decision, which is contrary to section 9 of the Act. In The Gill Report, Commissioner Dawson further noted that the role of parliamentary secretaries has been enhanced over the years to include supporting ministers in the development of specific departmental policies. Considering the special influence ministers and parliamentary secretaries possess given their governmental roles, Commissioner Dawson determined that parliamentary secretaries cannot remove themselves from their responsibilities as reporting public office holders by signing letters of support as Members of Parliament—even if they do not include their parliamentary secretary title. The role of parliamentary secretaries and the principle of non-intervention in quasi-judicial decisions are also outlined in the Prime Minister's Open and Accountable Government guideline. Although much of the guideline is directed to ministers, I believe that the advice applies equally to parliamentary secretaries, in light of their role in supporting the government agenda. The guideline notes specifically that broadcasting decisions are “considered sensitive and vulnerable to political interference." Accordingly, the guideline advises that members of the executive branch “must not intervene, or appear to intervene, with tribunals on any matter requiring a decision in their quasi-judicial capacity, except as permitted by statute." For greater certainty, the guideline adds that “it is inappropriate to attempt to influence the outcome of a specific decision of a quasi-judicial nature." These documents, developed by the Commissioner's Office or by the Prime Minister's Office, establish the practice to be followed by parliamentary secretaries in respect of their dealings with administrative tribunals such as the CRTC. I therefore find that it was improper for Mr. Fergus to write a letter of support for Natyf Inc. in its pursuit of a broadcasting licence. Even though the letter was written on Mr. Fergus' Member of Parliament letterhead, his role as Parliamentary Secretary simply cannot be disregarded. This matter could have been avoided had Mr. Fergus consulted this Office prior to sending the letter. Conclusion I find that Mr. Fergus contravened section 9 of the Act by writing a letter in support of Natyf Inc., whose application for mandatory distribution on the digital basic service for its television service, Natyf TV, was before the CRTC.

Report on an unnamed reporting public office holder for interacting in an official capacity with a prior employer. - - - - - - - - - - - - - - - - - - - - - - - - Preface The Conflict of Interest Act, S.C. 2006, c.9, s. 2 (Act) came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Referral and Process Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner receives and investigates disclosures of wrongdoing in, or relating to, the federal public sector. However, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, where the Public Sector Integrity Commissioner is of the opinion that the subject matter of any disclosure received is within my jurisdiction as Conflict of Interest and Ethics Commissioner, the matter must be referred to this Office. If, having received a referral in this manner, I have reason to believe that the public office holder who is the subject of the referral has contravened the Conflict of Interest Act (Act), I may investigate the matter by commencing an examination under section 45 of the Act. Even if I do not launch an examination under such circumstances, section 68 of the Act nevertheless requires that I issue a public report setting out the facts in question and my analysis and conclusions. In this case, in a letter dated August 18, 2022, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, allegations of a conflict of interest contained in a disclosure in relation to the conduct of the head of a federal organization (hereafter referred to as the “Organization"). According to the summary of the disclosure provided by the Public Sector Integrity Commissioner, the discloser alleged that the subject of the allegations placed themselves in a conflict of interest by continuing to engage in activities involving their prior employer in the context of their public duties. It was also alleged that the subject gave “the impression of a favourable treatment" of a particular topic, a field of expertise that relates to the mandate of the Organization and corresponds to the subject's own specialty and professional expertise. In support of these allegations, the discloser provided partial copies of seven internal emails sent from the subject in which they update the Organization's staff on recent and upcoming activities such as meetings with federal partners and outside stakeholders, as well as public events. The subject line of these emails indicates they are a weekly occurrence, and the seven emails provided span a period of approximately one year. The discloser also provided copies of posts made on the subject's Twitter account and other accounts, as well as a copy of an excerpt from the journal of an association listing the subject as a member of its executive body and a link to a recent announcement by the same association indicating that the subject would be assuming a new role in relation to another one of its periodical publications. These documents also referenced a number of activities the subject appeared to be engaged in and that could have raised concerns in respect of the Act's prohibition on certain outside activities. Having considered the information received from the Public Service Integrity Commissioner and other information found in public sources, as well as information contained in the Office's records regarding the subject of the allegations, I determined that I did not have any reason to believe that the subject of the allegations may have contravened the Act. Therefore, I did not commence an examination under section 45 the Act and proceeded directly to preparing this report. Having considered a number of factors including the absence of a reason to believe a contravention occurred and the lack of prior public attention to this matter, I have determined that there would be no benefit in identifying any individuals or organizations involved in the matter, which could result in undue reputational damage. For this reason, I have drafted this report addressing the substance of the allegations in a way that preserves their anonymity. Facts and Analysis Allegation of a conflict of interest involving the subject's interactions with their prior employer The first allegation in the referred disclosure is that the subject, as the head of the Organization, has been interacting with their prior employer both in the exercise of their public office and outside of that context, blurring the distinction between the two roles, thus resulting in a conflict of interest. This prior employer belongs to a category of important stakeholders of the Organization. Based on the internal emails provided by the discloser, the subject, as the head of the Organization, held meetings with their prior employer on three occasions. The purpose of these meetings, as stated in the emails, was to gather feedback on the Organization's programs and to discuss general themes relating to the Organization's mandate. On one other occasion, the subject was recorded at their prior employer's facilities for the purpose of creating a public video for the Organization, where they appear in the context of their official duties. The prior employer was not credited in the video for providing access to their facilities. In this sample of seven emails out of approximately one year's worth of weekly emails, the subject mentions having held similar meetings with other institutions on two occasions. These other institutions all belong to the same category of stakeholders of the Organization as the prior employer. The sample of emails also contained information about meetings and other interactions unrelated to the subject's public office, but rather to their position with their prior employer, and mentions of interactions of a more personal nature held in the margins of official interactions. Section 5 and subsection 6(1) of the Act, the substantive provisions relevant to the discloser's allegation of a conflict of interest, read as follows: 5. Every public office holder shall arrange his or her private affairs in a manner that will prevent the public office holder from being in a conflict of interest. 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 4 of the Act defines conflicts of interest as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. The Act does not provide a positive definition of what constitutes a private interest. Instead, it only provides at section 2 that a public office holder's interest is not a private interest if it relates to a decision or matter that is of general application, that affects the public office holder as one of a broad class of persons or that concerns the remuneration or benefits received by virtue of being a public office holder. To date, in applying the Act, the Office has interpreted the term to refer largely to interests of a financial nature. The information reviewed does not suggest that the subject had the opportunity to further their private interests or those of a relative or friend, or to improperly further the private interests of any other person in the exercise of their public duties. In particular, no decision making appears to have taken place in relation to any of the interactions with the subject's prior employer. Furthermore, none of the information suggests that the subject participated in any discussions about any specific opportunity for the prior employer to gain any financial benefit. As such, there are no concerns regarding a real or potential conflict of interest as defined in section 4 of the Act. Any concerns of a potential contravention of section 5 or subsection 6(1) of the Act, which would require the existence of such a conflict of interest, are therefore dispelled. While the discloser may find it unexpected for the subject to be interacting with their prior employer in the manner described above and to discuss these interactions in weekly emails to the Organization's staff, such activities do not, however, raise concerns of a conflict of interest as defined in the Act. Allegation of favourable treatment of a particular field of expertise The second allegation set out in the Public Sector Integrity Commissioner's summary of the disclosure was that the subject appears to give favourable treatment to one topic, the subject's field of expertise, presumably over other areas of the Organization's work. In support of this allegation, the discloser provided copies of publications from the subject's Twitter account, consisting of original tweets and retweets mostly relating to this topic. I note that the subject's Twitter account is not an official government account, though it mentions the subject's position as head of the Organization in the short bio and many posts are retweets from the Organization's official account and refer to the work of the Organization. The topic in question also features prominently in the sample of weekly emails to staff discussed above. An interest in a topic such as a field of expertise or study is not financial in nature. Furthermore, no connection can be readily drawn between the interest identified by the discloser and any person's financial interests, nor is this interest unique to the subject or shared only with a narrow class of individuals. In light of this, it cannot be considered as a private interest for the purpose of the Act's prohibitions. The discloser's second allegation and the information provided in support of it, therefore, do not raise concerns of a contravention of the Act. Information relating to the subject's outside activities The summary provided by the Public Service Integrity Commissioner of the referred disclosure did not formulate an allegation in respect of outside activities. However, the accompanying materials provided by the discloser and forwarded along with the summary contained information in respect of activities of the subject that are unrelated to their public office. Section 15 of the Act prohibits reporting public office holders from engaging in certain activities outside of the exercise of their public office, allowing exceptions under some conditions. Subsection 15(1) of the Act, which sets out the prohibition, reads as follows: 15. (1) No reporting public office holder shall, except as required in the exercise of his or her official powers, duties and functions,(a) engage in employment or the practice of a profession;(b) manage or operate a business or commercial activity;(c) continue as, or become, a director or officer in a corporation or an organization;(d) hold office in a union or professional association;(e) serve as a paid consultant; or(f) be an active partner in a partnership. The activity referred to in the excerpt from the journal of an association listing the subject as a member of its executive body did indeed fall within the ambit of subsection 15(1) of the Act. However, this activity was disclosed by the subject in the context of their initial compliance process under the Act and dealt with appropriately in consultation with the Office. None of the remaining activities reviewed were found to place the subject in contravention of section 15 of the Act. As a result, I have no concerns that a contravention may have occurred in relation to the subject's outside activities. Conclusion In light of the above, I have no reason to believe that the subject may have contravened the Act. Therefore, I will not initiate an examination under section 45 of the Act and consider the matter closed.

Report on a Minister for awarding contracts to a company belonging to a friend. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons, as is the case with this examination, or on his own initiative. When an examination is conducted at the request of a parliamentarian, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report, and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act (Act) of the conduct of the Honourable Mary Ng, Minister of International Trade, Export Promotion, Small Business and Economic Development, in relation to contracts awarded to Pomp & Circumstance, a public relations agency co-founded and run by Ms. Amanda Alvaro. Publicly available information showed a friendship between Ms. Ng and Ms. Alvaro, which led a parliamentarian to ask me to investigate whether, in awarding a contract for media training to Pomp & Circumstance in April 2020, Ms. Ng had contravened her obligations under the Act. In the course of my examination, I became aware of a previous contract for media training awarded a year earlier to the same public relations agency. My examination focused on subsection 6(1) and sections 9 and 21 of the Act. Subsection 6(1) of the Act prohibits public office holders from making a decision that would place them in a conflict of interest. The Act provides that a public office holder is in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further their private interests or those of their relatives or friends or to improperly further another person's private interests. Section 9 prohibits public office holders from using their position to seek to influence a decision of another person, and section 21 requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. Having known each other for almost 20 years, Ms. Ng and Ms. Alvaro both described their relationship as one of friendship. Taking into account the interpretation of “friend" set out in the Watson Report and broadened in the Morneau II Report, I found that Ms. Ng and Ms. Alvaro are friends within the meaning of the Act. As Minister of International Trade, Export Promotion, Small Business and Economic Development, Ms. Ng was exercising an official power, duty or function when she participated in the process that led to the awarding of the two contracts to Pomp & Circumstance. As a result, I determined that Ms. Ng knew or reasonably should have known that, given her friendship with Ms. Alvaro, obtaining services from this public relations agency would improperly further the company's interests and place her in a conflict of interest. I am of the view that, upon entering public office, Ms. Ng failed to identify a potential conflict involving Ms. Alvaro and failed to contemplate compliance measures such as recusal or preventative measures such as a conflict of interest screen. The simple fact of receiving a service under contract from a friend should have prompted Ms. Ng to withdraw herself completely from the process and obtain similar services from another provider. Consequently, I found that Ms. Ng contravened subsection 6(1) and section 21 of the Act. Given my determination that Ms. Ng was involved in the process that led to the awarding of the two contracts to Pomp & Circumstance, there was no need to examine the issue of her influence over the decisions to award those contracts under section 9 of the Act. Concerns and process On May 24, 2022, I received a letter from James Bezan, Member of Parliament for Selkirk–Interlake–Eastman, requesting an examination under the Conflict of Interest Act (Act) of the conduct of the Honourable Mary Ng, Minister of International Trade, Export Promotion, Small Business and Economic Development. In his letter, Mr. Bezan wrote that, according to information found in the government's response to Order Paper question[i] No. 444,[ii] Ms. Ng had given a contract in the amount of $16,950 for media training to Pomp & Circumstance,[iii] a public relations agency. Mr. Bezan further wrote that Pomp & Circumstance's co-founder and leader, Ms. Amanda Alvaro, is a close friend of Ms. Ng based on information found in public sources, including photographs taken in 2012 and 2013, references in news reports to the fact that Ms. Alvaro was Ms. Ng's spokesperson during her 2017 election campaign and a 2018 social media post by Ms. Alvaro referring to Ms. Ng as her “dear friend." Mr. Bezan alleged, on the basis of the information above, that Ms. Ng may have contravened subsection 6(1) or section 9 of the Act, as well as sections 7 and 21 of the Act. Subsection 6(1) of the Act prohibits public office holders, in the exercise of their public office, from making or participating in a decision that provides the opportunity to further the private interests of a friend or to improperly further another person's private interest. Section 9 prohibits them from seeking to influence a decision of another person so as to further the private interests of a friend or to improperly further another person's private interest and section 7 prohibits them from giving preferential treatment to any person or organization based on the identity of their representative. Finally, under section 21 of the Act, public office holders are required to recuse themselves from any decision in respect of which they would be in a conflict of interest. Mr. Bezan's letter gave rise to concerns under subsection 6(1) of the Act as well as sections 9 and 21, but not under section 7 since, according to the same source Mr. Bezan relied on in making his allegations, namely the government's response to the Order Paper question, another company with no known personal connection to Ms. Ng was awarded similar media training contracts around the same time as the contract was awarded to Pomp & Circumstance. As a result, there is no reason to believe Ms. Ng gave preferential treatment to any company, which would be defined as treatment not given to another person or entity in similar circumstances. Ha​ving determined that Mr. Bezan's request for an examination met, in part, the requirements set out in section 44 of the Act, I wrote to Ms. Ng on May 27, 2022, to ask her to respond to Mr. Bezan's allegations under subsection 6(1) of the Act as well as sections 9 and 21, and to provide specific information and documents in relation to the matter under examination. I received Ms. Ng's response to my letter on July 4, 2022, and conducted one interview with her on July 21, 2022, during which she undertook to provide certain documents. I received those documents the following week. In keeping with the Office's practice, Ms. Ng was given an opportunity to review the transcript of her interview as well as other relevant documents supporting the findings of this report, and to comment on a draft of the factual portions of the report (Concerns and Process, Facts and Ms. Ng's Position) before they were finalized. Facts Background Ms. Ng was elected to Parliament in a by-election that took place on April 3, 2017, in Markham–Thornhill. She was re-elected in the same riding in the two subsequent general elections of October 21, 2019, and September 20, 2021. Ms. Ng was first appointed to Cabinet on July 18, 2018, as the Minister of Small Business and Export Promotion. Her ministerial portfolio was expanded twice: first on November 20, 2019, to include International Trade, and again on October 26, 2021, to include Economic Development. According to public records,[iv] in the time since Ms. Ng has become a Minister, she and staff in her ministerial office have obtained media training services from outside contractors on six occasions. The value of these contracts ranged from $5,840 to $24,995.60. In two cases, the contractor was Pomp & Circumstance, a public relations agency co-founded and run by Ms. Alvaro and Lindsay Mattick. The first contract, which covered work performed in March and April 2019, was brought to my attention by Ms. Ng in the course of this examination. The second contract, which was fulfilled in April and May 2020, was the contract referred to in Mr. Bezan's request. Ms. Ng's relationship with Amanda Alvaro In alleging that Ms. Ng contravened the Act, Mr. Bezan relied on publicly available information to conclude that Ms. Ng and Ms. Alvaro are friends. In her letter of July 4, 2022, Ms. Ng wrote that she first came to know Ms. Alvaro in 2003, when they both worked in the office of Ontario's Minister of Education at the time, that they have continued to interact both professionally and personally since then and that she considers her a “friend." She also acknowledged that Ms. Alvaro would have a private interest in respect of any contract entered into by Pomp & Circumstance, but that she never had a direct or indirect pecuniary interest in the company. When I asked Ms. Ng to describe in further detail how she and Ms. Alvaro are friends during her interview of July 21, 2022, she noted that they have celebrated special occasions together such as birthdays, that they have travelled together and that she has seen Ms. Alvaro's children grow. Ms. Ng also noted that since she became a Member of Parliament and then a Cabinet minister, they have met less frequently, but they still do when her schedule allows it and they talk on the phone from time to time. Ms. Ng stated that in their conversations, she and Ms. Alvaro have discussed each other's careers and achievements, including, in the case of Ms. Alvaro, the creation of her public relations agency Pomp & Circumstance. Ms. Ng also mentioned that she knew about Ms. Alvaro's expertise in communications from having seen it first-hand when they worked together for the Ontario Education Minister and from seeing her in her role as a political commentator on television. Ms. Ng explained that, in the years before she entered politics, she and Ms. Alvaro have had the opportunity to collaborate in their engagement for the Liberal Party of Canada, but they have not worked together in their respective professional contexts. Ms. Ng also confirmed that Ms. Alvaro had volunteered in her successive electoral campaigns, as a spokesperson in 2017, and to a lesser extent in 2019 and 2021. During an interview I held on September 15, 2022, Ms. Alvaro corroborated Ms. Ng's statements regarding their friendship. She echoed Ms. Ng's statements to the frequency and nature of their interactions. Ms. Alvaro also confirmed that she holds a financial interest in Pomp & Circumstance, as a shareholder of the company, and that Ms. Ng has never held a financial interest at any time even as an early investor or otherwise. Public relations agency Pomp & Circumstance During her interview, Ms. Alvaro explained that she co-founded Pomp & Circumstance with Lindsay Mattick in 2015 and that the agency mostly serves private-sector clients. Ms. Alvaro clarified that the purpose of media training for ministers and members of their staff is to prepare them to answer questions from journalists more effectively in order to convey key messages, for example in relation to an upcoming announcement or in reaction to a particular event. Media training might entail developing background materials and targeted strategies and tools, and going over these with the client, as well as conducting practical exercises such as mock interviews. At the time of the contracts under examination, Pomp & Circumstance had 12 to 15 employees in various administrative and support roles, including account coordinators and account managers. These employees would create supporting materials and content, and liaise with third parties such as media outlets and online broadcasters as well as with clients for coordination purposes. Ms. Alvaro specified that all training sessions with clients would only ever be delivered by either her or Ms. Mattick. Contract dated March 26, 2019 In her letter of July 4, 2022, Ms. Ng focused largely on the contract of April 2020 that was the subject of Mr. Bezan's request for an examination. However, she also provided basic information about an earlier contract, dated March 26, 2019, in the amount of $5,840.00, between her department and Pomp & Circumstance for media and communications training. Ms. Ng mentioned that this contract had been acknowledged twice before on the public record, namely in written responses to Order Paper questions. Ms. Ng also stated in her letter that, aside from this earlier contract and the later one raised by Mr. Bezan, there had been no other contractual engagement of any kind between her department and either Pomp & Circumstance or Ms. Alvaro individually. I requested further details from Ms. Ng about this earlier contract during her interview of July 21, 2022. Ms. Ng responded that she did not have any recollection about this contract. She explained that she had mentioned it in her letter because she wanted to be transparent about what she had found in the public record, but she could not recall anything about the contract, the circumstances around it, or even who had received the training provided. Following her interview, Ms. Ng provided a copy of the contract dated March 26, 2019, including several of its appendices. As per the signatures on the document, the financial authority was provided by Jason Easton, her Chief of Staff, and the contract approval “for the Minister" was provided by a departmental official. Ms. Ng said during her interview that Mr. Easton has delegated authority for negotiating and establishing contracts such as those under review in this examination. Ms. Ng confirmed that Mr. Easton was aware of her friendship with Ms. Alvaro from the time he became her Chief of Staff in 2018. The Statement of Work appended to the contract referred to a “customised media strategy session for the employees of the Office of the Minister of Small Business and Export Promotions [sic]" and a “Minister's session" meant to “focus on the key skills required to communicate effectively in media interviews and with stakeholders." The scope of work also noted that “the consultant will provide the Minister a customized media strategy session." In response to my written request for information, Ms. Alvaro wrote that she was contacted on February 1, 2019, by an employee in Ms. Ng's ministerial office who was seeking to obtain media training services for the Minister, and that in March 2019, Ms. Alvaro and Ms. Mattick corresponded with staff in the Minister's Office to determine what outputs a contract would cover. The documents Ms. Alvaro provided along with her letter supported these statements. Documents obtained by Ms. Ng and provided to me following her interview also show that email exchanges about the training, including scheduling and finalizing the contract, took place between Ms. Alvaro, Ms. Mattick and an Account Coordinator for Pomp & Circumstance, and Mr. Easton and a Special Assistant – Operations for the Minister's Office. Ms. Ng was not included or copied in any of these email exchanges. According to Ms. Alvaro's testimony, she and Ms. Mattick delivered a media training session for Ms. Ng at the Pomp & Circumstance office in Toronto on March 29, 2019. Ms. Alvaro and Ms. Mattick also delivered a session for Ms. Ng's ministerial staff in Ottawa on April 1, 2019. During her interview, Ms. Alvaro confirmed that Ms. Ng had not attended this session, though she may have been present for a small portion of it. Under the contract, Pomp & Circumstance also provided a communications plan following the session with Ms. Ng's staff and participated in a conference call on April 5, 2019, also with staff members but not Ms. Ng herself. Ms. Alvaro sent this plan by email to Mr. Easton, to Ms. Ng's Director of Communications at the time and to Ms. Ng's personal email address on April 22, 2019. Ms. Alvaro said in her interview that she could not recall having a discussion with Ms. Ng about media training around the time of this contract but acknowledged it was possible they might have spoken about it, and it was very likely that they spoke about Ms. Ng coming to Toronto and her coming to Ottawa in connection with the sessions. Ms. Alvaro specified during her interview that this contract was her agency's smallest engagement that year in terms of contract value, and that she did not typically take on such small-scale engagements since the agency focuses more on larger contracts with private-sector clients. Other media training received in August 2019 and January 2020 Based on public records, Ms. Ng and her ministerial staff received media training from another contractor in August 2019,[v] under a contract valued at $5,893, and in January 2020,[vi] under a contract valued at $7,500.04. During her interview, I asked Ms. Ng about the session she received in January 2020 and she explained that this was general-purpose training for improving the efficiency of communications with the public, stakeholders and the media. The need for this training was identified by Ms. Ng and members of her staff, and the process to obtain the training was led by Mr. Easton. Contract dated April 8, 2020 In both her written and oral representations, Ms. Ng painted a detailed picture of the context in which a contract for the provision of media training was signed in April 2020 between her ministerial office and Pomp & Circumstance. Ms. Ng noted that the onset of the global COVID-19 pandemic was a period marked by great uncertainty and rapidly evolving circumstances. As health concerns grew globally and domestically, in March 2020, the federal government implemented restrictions on international travel, and across the country, non-essential workplaces were being ordered shut down. In order to help individuals, businesses and organizations in Canada deal with the repercussions of the public health measures that were being put in place, the government introduced several measures, including the Canada Emergency Response Benefit, or CERB, which was announced on March 25, 2020. On March 27, the Prime Minister announced a series of additional measures directed toward businesses, including the following highlighted in Ms. Ng's letter: a 75-percent wage subsidy for qualifying businesses (later known as the Canada Emergency Wage Subsidy, or CEWS), sales tax payment deferrals for businesses and self-employed individuals and measures to provide government-funded, interest-free loans through financial institutions and to facilitate access to loans through Export Development Canada and the Business Development Bank. The details of these measures were announced by Ms. Ng in a joint press conference with the Ministers of Finance and of Innovation, Science and Industry on April 1, 2020. Ms. Ng wrote that, while her office was faced with a large volume of requests for information from stakeholders, between February and April 2020, the demand for media interviews with her also increased roughly sixfold. As the minister responsible for small business, her role in this context was to communicate complex and important information quickly and effectively to a wide audience, by all available means. On March 30 or 31, 2020, Ms. Ng initiated an informal telephone conversation with Ms. Alvaro, to talk about the situation in relation to COVID-19 and her concern that she wanted to be best prepared to address Canadians and businesses. During her interview, Ms. Ng told me they did not discuss a contract during this conversation. Ms. Alvaro, during her interview, told me that Ms. Ng had called her to talk about the situation and to ask her advice on how to handle it given her expertise in communications. During her interview, Ms. Ng said that she could not recall any discussion within her ministerial office about a need for outside help with communications prior to her call with Ms. Alvaro. In the evening of March 31, 2020, Ms. Alvaro wrote an email to a Senior Account Consultant with Pomp & Circumstance, with a copy to Ms. Mattick, asking her to watch television coverage of Ms. Ng the next morning, indicating they would need to get clips and work on a plan for Ms. Ng. The same evening, Ms. Ng sent an email in which she informed her Director of Communications that she had asked Ms. Alvaro to help create video content to reach a bigger audience to explain supports for businesses. Ms. Ng mentioned that materials could include media clips, a personalized interview, “frequently asked questions" with her and social media content. Ms. Ng also indicated that she hoped the resources created might be shared with Members of Parliament in order to amplify their reach. The stated purpose of this email, which was also addressed to Ms. Alvaro, was to connect one to the other, as indicated in both the subject line and the body of the email. Based on the documents provided by both Ms. Ng and Ms. Alvaro, Ms. Ng does not appear to have been involved in the subsequent discussions pertaining to the negotiation of the final terms of the contract. Ms. Ng was one of several recipients of the first version of a proposed Communications Support Plan sent in the afternoon of April 1, 2020, by Ms. Mattick, but she was not included in the recipients of the revised version of the document sent again by Ms. Mattick a few hours later on the same day. Ms. Ng was not in receipt of any of the other emails exchanged. The main participants in the email exchanges until the contract was finalized were Ms. Mattick and Ms. Alvaro for Pomp & Circumstance, and Mr. Easton and the Director of Communications for Ms. Ng's office. Ms. Ng told me during her interview that she did not talk to Ms. Alvaro about the contract in the period following their late March telephone call. Rather, the entire process was delegated to her Chief of Staff, as would normally be the case for such contracts. Ms. Alvaro also confirmed to me that she did not discuss the contract or the scope of work at any point with Ms. Ng during this time. The contract dated April 8, 2020 was signed by Mr. Easton as the financial authority and the contract approval “for the Minister" was provided by a departmental official. The contract provided for a fee of $15,000 plus HST (the total amount was $16,950) to be paid for the following scope of work: two media training sessions with the Minister focusing on various types of interviews (broadcast, print, online and social media platforms), questions and answers and the development of all materials. On April 10, 2020, Ms. Ng and Ms. Alvaro worked together by videoconference to record video footage of Ms. Ng explaining the government's measures for small businesses in response to questions posed by Ms. Alvaro. This footage was then used by Pomp & Circumstance in creating materials to be posted on social media. The second session, delivered on May 3, 2020, consisted of specific training for Ms. Ng in preparation for interviews to be held on Instagram Live. Under the contract dated April 8, 2020, Pomp & Circumstance also delivered a detailed communications plan around the government's new supports for small business, opportunities for the Minister to be interviewed on podcasts and a variety of social media platforms, as well as various materials for posting on social media such as graphics explaining the supports available and answers to frequently asked questions. Ms. Ng's Position Ms. Ng's letter of July 4, 2022 was centred on the contract dated April 8, 2020, the only one referred to in the request for an examination by Mr. Bezan. According to Ms. Ng, the contract was awarded without competing bids pursuant to the applicable Treasury Board policy, given its value under the $25,000 threshold requiring solicitation of bids. Also, the need for the contract resulted from the COVID-19 pandemic, which means the services from Pomp & Circumstance were sought in the time of a pressing emergency during which a delay would have been injurious to the public. Ms. Ng stated that, when she contacted Ms. Alvaro in late March 2020, her focus was solely on how her department could enhance its performance and the improvement of effective communications during the crisis. In her view, Pomp & Circumstance had the professional expertise, including with respect to social media, that she wished to obtain. In her letter, Ms. Ng wrote that she takes very seriously her responsibility to fulfill her duties at all times within the spirit, intent and formal requirements of the Act. In her estimation, she acted in the public interest and for the public good under the difficult and urgent circumstances created by the health crisis and its consequences. She also stated her sincere belief that the government and the Canadian public received excellent service at a reasonable value in the context of this contract. Finally, Ms. Ng acknowledged that, while she had no private interest of her own in the matter, the private interests of Ms. Alvaro, whom she considers her friend, were furthered through her actions and that she should have recused herself from the matter of a contract between her office and Ms. Alvaro's public relations agency, Pomp & Circumstance. Ms. Ng apologized for falling short of fully complying with all aspects of the Act and of the high standard that she sets for herself. Analysis and Conclusion Analysis Subsection 6(1) and section 21 I must determine whether Ms. Ng, in her capacity as Minister of International Trade, Export Promotion, Small Business and Economic Development, contravened subsection 6(1) and section 21 of the Act in relation to the decisions to award contracts to Ms. Alvaro's agency, Pomp & Circumstance. Subsection 6(1) of the Act prohibits public office holders from making a decision that would place them in a conflict of interest. It reads as follows: 6. (1) No public office holder shall make a decision or participate in making a decision relating to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 4 of the Act describes the circumstances under which a public office holder would be in a conflict of interest for the purposes of subsection 6(1). Section 4 reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. Section 21 of the Act requires public office holders to recuse themselves from certain situations. It reads as follows: 21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. To reach a conclusion in this matter, I must first determine whether Ms. Ng and Ms. Alvaro are friends for the purposes of the Act. The issue of friendship has been the subject of several past examination reports from this Office. The findings in the Watson Report have been used as the yardstick for establishing what constitutes a friendship for the purposes of the Act. In that report, Commissioner Dawson held that the rules against furthering the private interests of a friend was intended to apply to individuals “who have a close bond of friendship, a feeling of affection or a special kinship." More recently, in the Morneau II Report, I noted that several, more objective indicia could also be used in determining the existence of a friendship. These included the duration of, and motive for, the relationship; the nature, frequency and exclusivity of interactions; the sharing of meals and gifts in a personal setting; and mutual displays of trust, respect, affection or admiration. I found in that examination that the decision to select WE Charity to administer the Canada Student Services Grant provided Mr. Morneau with an opportunity to improperly further WE's interests because of Mr. Morneau's friendship with its co-founder. Both Ms. Ng and Ms. Alvaro have characterized their relationship with one another as a friendship. Although the two met in a professional setting in or around 2003 and Ms. Alvaro later volunteered for Ms. Ng's political campaigns, Ms. Ng also testified that over the course of their nearly 20-year relationship, they frequented each other regularly, vacationed together, and celebrated several special occasions such as birthdays and holidays. I have no reason to doubt the testimony or the documentary evidence gathered in this respect during the examination. I find that Ms. Ng and Ms. Alvaro are friends within the meaning of the Act. The evidence also shows that Ms. Ng was operating within her official duties when she participated in the processes that eventually led to the signing and fulfilment of the March 2019 and April 2020 contracts, both signed by her Chief of Staff, who had delegated authority to sign for the Minister. Although Ms. Ng could not recall whether she participated in the initial discussion to award the March 2019 contract to Pomp & Circumstance, the evidence suggests that Ms. Ng was aware of the broad terms of the agreement and the service provider prior to the training. It was also established that Ms. Ng directly received training from Ms. Alvaro under the contract. In my view, Ms. Ng's involvement in the matter is therefore sufficient to support the finding that she had participated in the decision to award the contract to Pomp & Circumstance. Ms. Ng's participation in the decision to award the April 2020 contract to Pomp & Circumstance is clear, as she initiated the conversation to obtain additional media training from Ms. Alvaro. Notwithstanding Ms. Ng's characterization of the initial contact she made with Ms. Alvaro on March 30 or 31, 2020 as an informal telephone call, she did, during this call, discuss a need to be filled in the context of her official duties. The resulting instructions given by email on March 31, 2020 by Ms. Ng to her Director of Communications, as well as those in Ms. Alvaro's corresponding email to her Senior Account Consultant, establish that the broad terms of the services that would be provided were discussed during the call. There is no dispute that the private interests of Pomp& Circumstance, as well as those of Ms. Alvaro, a shareholder and the company's co-founder and President, were furthered through the granting of both contracts. While Ms. Alvaro's testimony indicates that neither of the two contracts represented a considerable portion of the company's revenues, there is no minimum threshold the furthered private interest must meet for the purposes of a contravention of the rules of conduct under the Act. In light of the evidence gathered during this examination, I find that Ms. Ng participated in making a decision (in March 2019) and made a decision (in April 2020) to hire Pomp & Circumstance for media training. I am therefore of the view that Ms. Ng knew or reasonably should have known that, because of her friendship with Ms. Alvaro, obtaining services from Pomp & Circumstance would improperly further the company's interests and would place her in a conflict of interest as defined in the Act. Under section 21 of the Act, all public office holders are required to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. Ms. Ng failed to identify a potential conflict involving her friend upon entering public office. At the very least, she should have become aware of it prior to receiving her first training session with Ms. Alvaro in March 2019. The simple fact of receiving, as a public office holder, a service from a friend under a contract paid with public funds from her ministerial office should have prompted Ms. Ng to consult this Office on the appropriateness of such a situation, short of withdrawing herself entirely from it and obtaining similar services from another provider, as was done in August 2019 and in January 2020. While the exceptional, pandemic-driven circumstances that led to the urgent need for the April 2020 contract may help explain how a conflict of interest could have escaped the awareness of Ms. Ng at that time, the precedent created by the March 2019 contract, whose concerning nature appears to have also gone unnoticed even in the absence of a public health emergency, prevents any consideration of extenuating circumstances in this matter. I believe that Ms. Ng had ample time to contemplate compliance measures such as recusal or preventative measures such as the implementation of a screen to mitigate against a conflict. Section 9 The final allegation against Ms. Ng is whether she used her position to seek to influence a decision of another person so as to further Ms. Alvaro's private interests, in contravention of section 9 of the Act. That provision reads as follows: 9. No public office holder shall use his or her position as a public office holder to see to influence a decision of another person so as to further the public office holder's private interests or those of the public office holder's relatives or friends or to improperly further another person's private interests. Because I have determined that Ms. Ng was involved in the process that led to the awarding of the two contracts to Ms. Alvaro's agency, there is no need to examine the issue of her influence over the decisions to award those contracts. Conclusion Accordingly, I find that Ms. Ng has contravened subsection 6(1) and section 21 of the Act. Schedule: List of Witnesses Information and Documents Requested, Interview Pomp and Circumstance PR Corp. Amanda Alvaro, President [i] The Order Paper is the official agenda of the House of Commons. Members may place written questions on the Order Paper with the intent of seeking from the Ministry detailed, lengthy or technical information relating to “public affairs." The Ministry must usually table a response to such questions within 45 calendar days. [ii] Sessional Paper 8555-441-444 (response to Order Paper question Q-444), pages 46 to 51. [iii] The company is incorporated in Ontario as Pomp and Circumstance PR Corp. [iv] Sessional Paper 8555-432-480 (response to Order Paper question Q-480), pages 51 to 54 and 71 to 74. [v] Sessional Paper 8555-431-82 (response to Order Paper question Q-28), pages 59 to 63. [vi] Sessional Papers 8555-432-480 and 8555-441-444, as above.

Report on an unnamed executive, federal agency for using government resources to further the private interests of a company. - - - - - - - - - - - - - - - - - - - - - - - - Preface The Conflict of Interest Act (Act), S.C. 2006, c. 9, s. 2, came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Referral Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner receives and investigates disclosures of wrongdoing in or relating to the federal public sector. Where the subject matter of a disclosure received is within my jurisdiction as Conflict of Interest and Ethics Commissioner, the Public Sector Integrity Commissioner must, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, refer the matter to this Office. If, having received a referral in this manner, I have reason to believe that the public office holder or former public office holder who is the subject of the referral has contravened the Conflict of Interest Act (Act), I may commence an examination under section 45 of the Act. Even if I do not launch an examination under such circumstances, section 68 of the Act nevertheless requires that I issue a public report setting out the facts in question and my analysis and conclusions. In this case, in a letter dated May 13, 2022, which I received on May 24, 2022, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, a disclosure alleging a wrongdoing by a public office holder. At the time of the disclosure, the individual held an executive position with a federal agency (referred to as “federal agency A" in this report), and had previously held a public office with a different federal agency (referred to as “federal agency B" in this report). The subject of the allegations will be referred to as “the subject" in this report. First allegation According to the disclosure, the subject used their title and the logo of federal agency A to advertise workshops, conferences and various activities on the website of a private company with which they had ties (referred to as “the private company" in this report). Second allegation The discloser also alleged that the subject, as an executive with federal agency B, used the resources of that federal agency to support an event organized for the private company. The subject allegedly asked their executive staff, on several occasions, to perform tasks related to the private company. In addition, according to the disclosure, the subject allegedly used their title in speeches and a promotional video for the private company, which was filmed on the federal agency's premises. Third allegation A third allegation, that a contract was awarded between a federal department and the private company, was purely speculative and not linked to the subject. I therefore did not examine this matter. Process In an email dated June 14, 2022, I contacted the discloser to request further information to support some of their allegations, including the one that the subject had used the resources of federal agency B while they held an executive position. I also asked that they provide further information to corroborate their third allegation. In an email dated June 22, 2022, the discloser provided several links to videos in the public domain indicating that these videos demonstrated that the subject had used their official title to promote the private company, and that the promotional videos were filmed on the premises of federal agency B. Although the discloser provided the names of staff members who were believed to have been asked to perform tasks related to the private company, the discloser was unable to provide any other evidence supporting this allegation or the one concerning the awarding of a contract. In a letter dated June 26, 2022, I wrote to the subject to inform them of the referral from the Public Sector Integrity Commissioner and to invite them to comment on the first two allegations described above. Additionally, I asked the subject to address some of my concerns about the use of the Twitter account of federal agency A, of which the subject is an executive, and of their own Twitter account, the biography of which mentions their position with that federal agency. I told the subject that a search of the public domain indicated that, through these two accounts, tweets promoting the private company or directing readers to the private company's website had been shared. In light of the above allegations, I had concerns about the subject's management of their private affairs to avoid being in a conflict of interest under section 5 of the Conflict of Interest Act (Act) and the use of their position as a public office holder to seek to influence a decision of another person under section 9 of the Act. I therefore asked the subject to provide me with details of any discussions or instructions given to the staff of either federal agency A or federal agency B regarding the promotion of the private company. I informed the subject that I would consider their response to determine whether to proceed with the publication of a report under section 68 of the Act without the need to gather additional information, should I have no reason to believe that the subject had contravened their obligations under the Act, or whether to commence an examination under section 45 of the Act. On July 27, 2022, the subject responded in detail to the alleged facts and concerns raised, and then submitted supporting documentary evidence. After having considered all the information relating to the matters referred to me, including the additional information provided by the discloser and the documentary evidence and written representations submitted by the subject, I determined that I did not have any reason to believe that the subject may have contravened the Act. Therefore, I did not commence an examination under the Act. In a letter dated October 20, 2022, I informed the subject of that decision. The subject also had the opportunity to comment on a draft of the factual portions of this report (Referral, Process and Facts). In light of a number of factors, including the lack of reasonable grounds to commence an examination, and in order to limit any damage to the subject's reputation, I determined that it was not necessary to identify them, and I have written the report in such a way as to protect their anonymity.​ Facts The following paragraphs provide the information submitted by the subject in response to the allegations in the disclosure and to the concerns I had raised. Ties with the private company The subject described their relationship with the private company. They explained that upon their Governor-in-Council appointment, they resigned from all executive, administrative and management roles at the private company. The private company's management activities were taken over entirely by other executives. The subject explained that they are no longer part of the private company's management team, have no financial or other interest in the company, and receive no benefit for their participation in various activities offered by the private company. The subject pointed out that prior to accepting any appointment to a position as a public office holder, they had consulted the Office of the Conflict of Interest and Ethics Commissioner for advice on the possibility of continuing to volunteer with the private company. The Office told the subject that since they had no private interests that could be furthered in the course of their duties, they could continue to engage in this activity. Use of the subject's title and the federal agency A's logo According to the disclosure, the subject used their title and the logo of federal agency A to advertise workshops, conferences and various activities on the private company's website. In response to the allegation regarding the use of federal agency A's logo on the private company's website, the subject noted the pre-existing collaboration between that federal agency and the private company, long before they were appointed as a public office holder. In that regard, the subject provided a letter of agreement prior to their appointment between federal agency A and the private company, authorizing the logo's publication on the private company's website and the promotion of the private company on federal agency A's platforms. With respect to the allegation that they used their title on the private company's website, the subject stated that they have always introduced themselves by mentioning the job they hold. According to the subject, their position as an executive of a federal agency is relevant biographical information that should be mentioned when they participate in conferences, workshops or presentations. The fact that the title of the position the subject holds now is that of public office holder does not change the fact that it is one of many biographical notes. Use of Twitter accounts In response to my concern that their Twitter account and that of federal agency A were being used to promote the private company, the subject explained that they have been using their Twitter account since before they became a public office holder and that it is not an official Government of Canada account. The subject pointed out that the Government of Canada's Guideline on Acceptable Network and Device Use encourages public servants to become social network ambassadors and to show their human side, including by posting content that is important to them and of interest to others. According to the subject, this guideline even calls for public servants to use personal social media accounts for work‑related purposes. The subject explained that they use their Twitter account to share content about their philanthropic involvement, which includes their involvement with the private company. With respect to the use of federal agency A's Twitter account to promote the private company, the subject explained that managing federal agency A's official Twitter account is not part of their duties. The subject stated that this account is managed by the social media team in accordance with federal agency A's objectives and confirmed that they do not give any instructions regarding the posting of content. The subject submitted examples showing that federal agency A was posting tweets related to the private company long before they took office. Use of the subject's title and federal agency B resources to promote the private company The discloser alleged that the subject, who was then in a management position, used the resources of federal agency B to support an event organized for the private company and that they repeatedly asked their executive staff to perform tasks related to the company. In addition, the subject allegedly referred to their title in speeches for the private company and in a promotional video for the company, which was filmed on the premises of federal agency B. The subject explained that federal agency B regularly rents out its premises to external groups for events. In the case of the event organized for the private company, the subject provided supporting documents showing that the service contract invoice was paid by a third party as the event sponsor. In addition, the subject denied asking the executive staff to assist them with tasks related to the private company. The subject stressed that their position in an organization is relevant biographical information that should be mentioned when attending conferences, workshops or presentations. They also confirmed that the promotional video for the private company was filmed in a private location.​ Analysis Section 45 of the Act authorizes me to open an investigation on my own initiative if I have reason to believe that a public office holder is in a conflict of interest. For the purposes of the Act, a public office holder is in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further their private interests or those of relatives or friends, or to improperly further another person's private interests. The subject confirmed that they had resigned from all executive, administrative and management roles at the private company and that they are not part of the company's management team. The subject confirmed that they have no financial or other interest and receive no benefit for their participation in various activities offered by the private company. The subject confirmed that they did not discuss with or instruct the staff of federal agency A or federal agency B about promoting the private company. The subject confirmed that federal agency A's logo is on the private company's website under an agreement established well before their arrival in their position, and that the use of their title on the private company's website or during presentations is merely biographical information about them. The subject confirmed that federal agency A's Twitter account is managed by the social media team and that they do not have any input into what gets posted. The subject further confirmed that their Twitter account is a personal account, not an official Government of Canada account, and that they follow government guidelines regarding the use of personal social media accounts for work purposes. In light of the above information, I no longer had any concerns about the subject's conduct in arranging their private affairs in a manner that will prevent them from being in a conflict of interest in accordance with section 5 of the Act or in using their position to seek to influence a decision of another person under section 9 of the Act. Conclusion After weighing the information I obtained against the allegations contained in the referral, I have no reason to believe that the subject may have contravened any of their obligations under the Act. I will, therefore, not initiate an examination under section 45 of the Act and consider the matter closed. However, I do wish to take this opportunity to remind public office holders of the need to take precautions when using their title outside of their public office duties and using their personal social media accounts. Although a public office holder's position remains biographical information, they must ensure that when promoting a business, person or product, members of the public are able to recognize that such promotion is in a personal capacity, not as a public office holder. Personal social media accounts that include content related to official duties could reasonably be considered related to the position or official duties of the public office holder. Therefore, in all activities related to their official duties, including personal social media accounts, public office holders should keep in mind that where their private interests intersect with their official duties in any way, the conflict should be resolved in a way that protects the public interest.

Report on a Chairperson and CEO, Canadian Radio-television and Telecommunications Commission, for voting on a matter before an administrative tribunal in order to further private interests of a friend; appearance of a conflict of interest. Preface The Conflict of Interest Act (Act), S.C. 2006, c. 9, s. 2, came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Executive Summary This report concludes my review of a matter referred to me by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act. The referral was an allegation of conflict of interest against Mr. Ian Scott, Chairperson and Chief Executive Officer of the Canadian Radio-television and Telecommunications Commission (CRTC). It was alleged that Mr. Scott had several meetings with large telecommunication providers while they had open and active files before the CRTC, thereby failing to avoid apparent conflicts of interest in breach of the Values and Ethics Code for the Public Sector and CRTC practices. As explained in the Trudeau III Report, apparent conflicts of interest are not captured by the prohibitions in the Conflict of Interest Act (Act). One of the meetings cited in the referral took place in an Ottawa pub on December 19, 2019 with Mr. Mirko Bibic, who was then Chief Operating Officer of BCE Inc. and Bell Canada and became President and Chief Executive Officer (CEO) in January 2020. The week before, Bell Canada had filed an application with the CRTC to review and vary an August 2019 Telecom Order. Mr. Scott was on the CRTC panel that issued a May 2021 Telecom Decision varying the August 2019 Telecom Order. Mr. Bibic was characterized in a February 2020 media article as a friend of Mr. Scott's. I was concerned that, by participating in the May 2021 Telecom Decision, Mr. Scott may have had an opportunity to further the private interests of a friend or to improperly further those of a corporation, whose CEO was a friend, in contravention of subsection 6(1) of the Act. Subsection 6(1) prohibits a public office holder from making any decision or participating in the making of a decision that furthers their private interests or those of their relatives or friends, or that improperly furthers the private interests of another person. Taking into account the interpretation of “friend" set out in the Watson Report and broadened in the Morneau II Report, the relationship between Mr. Scott and Mr. Bibic was not one of friendship within the meaning of the Act since it remained exclusively professional despite both having worked in the same industry for over two decades. Therefore, I no longer had any concerns that Mr. Scott may have contravened subsection 6(1) of the Act when he participated in the May 2021 Telecom Decision. In light of the above, I had no reason to believe that Mr. Scott may have contravened the Act. Therefore, I did not initiate an examination under section 45 of the Act and consider this matter closed. Referral Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner receives and investigates disclosures of wrongdoing in, or relating to, the federal public sector from public servants and members of the public. However, where the subject matter of any disclosure received is within my jurisdiction as Conflict of Interest and Ethics Commissioner, the Public Sector Integrity Commissioner must, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, refer the matter to this Office. If, having received a referral in this manner, I have reason to believe that the public office holder who is the subject of the referral has contravened the Conflict of Interest Act (Act), I may commence an examination under section 45 of the Act. Even if I do not launch an examination under such circumstances, section 68 of the Act nevertheless requires that I issue a public report setting out the facts in question and my analysis and conclusions. In this case, in a letter dated April 20, 2022, which I received on April 28, 2022, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, a disclosure from a member of the public alleging a wrongdoing by a reporting public office holder, Mr. Ian Scott. Mr. Scott was appointed as a full-time member of the Canadian Radio-television and Telecommunications Commission (CRTC) and designated as Chairperson and Chief Executive Officer (Chairperson) for a term of five years on September 5, 2017. The discloser's allegation of wrongdoing was that Mr. Scott held several ex parte[i] meetings alone with large telecommunication providers while they had open and active files before the CRTC, and in so doing Mr. Scott breached the Values and Ethics Code for the Public Sector and CRTC practices by failing to avoid apparent conflicts of interest. To support their allegation, the discloser submitted several documents which included communications recorded in the Registry of Lobbyists showing Mr. Scott had met alone with the large telecommunication providers. Several of the documents included with the referral, such as media articles and documents received through an Access to Information and Privacy request, related to a December 19, 2019 meeting Mr. Scott had with then Chief Operating Officer of BCE Inc. and Bell Canada, Mr. Mirko Bibic, which took place in an Ottawa pub. In January 2020, Mr. Bibic became President and Chief Executive Officer of BCE Inc. and Bell Canada. An unredacted copy of Mr. Scott's Outlook calendar, which was later released in the public domain, listed the December 19, 2019, meeting as “social." According to the discloser, Bell Canada had, one week prior to the December 19, 2019 meeting, filed an application with the CRTC to review and vary an August 2019 Telecom Order pursuant to which the CRTC had approved aggregated wholesale high-speed access service rates on a final basis.[ii] A February 1, 2022 media article included in the referral related to an interview the news outlet had with Mr. Scott, which identified him as one of the nine votes on the CRTC panel that issued a May 2021 Telecom Decision[iii] varying the August 2019 Telecom Order. Furthermore, the media article described Mr. Scott and Mr. Bibic's December 19, 2019 meeting in an Ottawa pub as one between friends. Process On May 16, 2022, I wrote to Mr. Scott informing him that I had received a referral alleging that he held ex parte meetings with large telecommunications providers. I invited Mr. Scott to comment on the allegations. Additionally, I asked Mr. Scott to address a concern of my own that arose from the media's description of his relationship with Mr. Bibic as one of friendship. I was concerned that by participating in the May 2021 Telecom Decision varying the August 2019 Telecom Order concerning aggregated wholesale high-speed access service rates, Mr. Scott may have had an opportunity to further the private interests of a friend or to improperly further those of a corporation, whose Chief Executive Officer was a friend, in contravention of subsection 6(1) of the Conflict of Interest Act (Act). Subsection 6(1) of the Act prohibits a public office holder from making any decision or participating in the making of a decision that furthers their private interests, those of their relatives or friends, or that improperly furthers the private interests of another person. As a result, I asked Mr. Scott to provide a detailed description of his relationship with Mr. Bibic including his views on whether he considered Mr. Bibic a friend. I asked that he provide detailed information relating to the December 19, 2019 meeting, including how it was initiated, why it was arranged, all topics discussed, and who paid for any beverages or meals. I also asked whether it was common practice for him to meet with CRTC stakeholders in public venues and requested examples of other such meetings. I informed Mr. Scott that I would consider his response to determine whether to proceed with the publication of a report under section 68 of the Act without the need to gather additional information or whether to commence an examination under section 45 of the Act. In a letter dated June 10, 2022, Mr. Scott provided a response to the allegation made by the discloser and the concern I had raised. After having considered Mr. Scott's response, information in the referral and in the public domain, I determined that I did not have any reason to believe that Mr. Scott may have contravened the Act. Therefore, I did not commence an examination under the Act and proceeded to prepare this report. Facts The following sets out the information gathered by this Office in relation to both the allegation made in the disclosure and the concern I raised. Mr. Scott's relationship with Mr. Bibic In response to my concern of a conflict of interest arising from the media's description of Mr. Scott's relationship with Mr. Bibic as one of friendship when it was also stated that he had participated in the May 2021 Telecom Decision varying the August 2019 Telecom Order engaging Bell Canada's private interests, Mr. Scott wrote that his quoted statement in the article was that Mr. Bibic was someone he had known for many years. According to Mr. Scott, it was the author of the article who described them as friends. In describing his relationship with Mr. Bibic, Mr. Scott referred to the interpretation of “friend" provided by former Commissioner Mary Dawson in the Watson Report. Mr. Scott wrote that he holds no particular affection for, or bond or kinship with, Mr. Bibic. According to Mr. Scott, they have no familial connections and their personal social circles do not intersect. He further wrote that they are not close on a personal level. Mr. Scott wrote that he and Mr. Bibic have worked in the same fields for over 20 years, largely revolving around competition policy matters and communications regulations. Though they have never worked together, Mr. Scott stated that, over the years, they have had some association in relation to their professional roles. Prior to his appointment as Chairperson, Mr. Scott described his interactions with Mr. Bibic as limited to occasions at industry events or conferences with no personal relationship component. Mr. Scott wrote that he and Mr. Bibic will exchange pleasantries and exhibit basic courtesies when their professional paths cross. While Chairperson, Mr. Scott described his interactions with Mr. Bibic as extremely limited. Apart from instances where Mr. Bibic appeared on behalf of Bell Canada at public CRTC hearings that he has chaired, Mr. Scott wrote that he had met with him twice during his term. The first was following his appointment in September 2017, when Mr. Bibic accompanied the then Chief Executive Officer (CEO) of BCE Inc. and the second was the December 2019 meeting in the Ottawa pub. According to Mr. Scott, the December 2019 meeting was arranged approximately two weeks before it occurred as a courtesy to congratulate Mr. Bibic on being named CEO of BCE Inc. as announced in June 2019. Mr. Bibic had planned to be in Ottawa for a BCE Inc. event that Mr. Scott did not attend. Mr. Scott wrote that the “social" aspect of the meeting as used in his calendar entry was intended to reflect the characterization of the meeting as one without any plan to discuss substantive matters relating to broadcasting or telecommunications. Mr. Scott described the conversation as relating to the announcement of Mr. Bibic's promotion to CEO of BCE Inc., the general challenges associated with being the CEO of an organization, and the relative infrequency of individuals from legal or regulatory backgrounds becoming CEOs. Mr. Scott also wrote that during the meeting Mr. Bibic wished to discuss the use of official languages and the emphasis he intended to place on the French language and to increase Bell's French-language media in Quebec. According to Mr. Scott, this aspect of their discussion led to the meeting needing to be reported under the Lobbying Act. Mr. Scott informed his office and they sent out an email advising of the requirements to report such meetings under the lobbying legislation. Mr. Scott wrote that at no time did they discuss telecommunications or the regulation thereof or any open file before the CRTC. Mr. Scott wrote that neither he nor Mr. Bibic discussed the application that Bell Canada had filed on December 13, 2019, seeking a review and variance of the CRTC's August 2019 Telecom Order concerning aggregated wholesale high-speed access service rates. Mr. Scott wrote that he paid for his own drink and Mr. Bibic paid for his. He wrote that no manner of gifts, advantages, or hospitality was exchanged. Mr. Scott described that it is common for stakeholder meetings to take place in CRTC offices or at the business offices of stakeholders. One or more members of CRTC staff may be present during these meetings, though it is not always the case. Meetings may take place in public places, such as in a restaurant over lunch or dinner. This may happen, he wrote, during events or conferences that bring stakeholders from outside the area to the National Capital Region. According to Mr. Scott, no hospitality is ever accepted by the CRTC staff or himself. Mr. Scott could recall only one meeting that took place in a pub, bar or similar place, when he met with representatives of the Unifor labour union in a hotel lounge in Toronto in 2018. Allegations relating to meetings with stakeholders The discloser alleged that a wrongdoing occurred when Mr. Scott held meetings alone with large telecommunication providers while they had open and active files before the CRTC, including applications to review and vary the CRTC's August 2019 Telecom Order concerning aggregated wholesale high-speed access service rates. The discloser referred to the Values and Ethics Code for the Public Sector and the CRTC's practices, particularly the value on integrity and the expected behaviours to avoid apparent conflicts of interest. In response to the allegation, Mr. Scott stated that he did not breach any applicable rules. He explained that it is common for CRTC members, including the Chairperson, to meet with representatives of entities that appear regularly before the CRTC and pointed to the records maintained by the Commissioner of Lobbying in support of his statement. Mr. Scott wrote that given the nature of the CRTC's work, larger stakeholders have a multitude of open files before the CRTC, on a range of topics, at any given time, and pointed to the CRTC's website to show the degree of participation by stakeholders. Mr. Scott explained that the purpose of these meetings is not to discuss specific questions or files being considered by the CRTC at a given time but rather to allow stakeholders to identify topics of general importance to the industry or to a particular segment of the Canadian public and to better understand the CRTC's processes. Analysis Mr. Scott's relationship with Mr. Bibic The media's description of Mr. Scott's relationship with Mr. Bibic as one of friendship left me with a concern that Mr. Scott was in a conflict of interest when it was also stated that he had participated in the May 2021 Telecom Decision varying the August 2019 Telecom Order engaging Bell Canada's private interests. Subsection 6(1) of the Conflict of Interest Act (Act) prohibits a public office holder from making or participating in a decision that would place them in a conflict of interest. It reads as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 4 of the Act sets out that a public office holder is in a conflict of interest for the purposes of the Act when they exercise an official power, duty or function that provides an opportunity to further their own private interests, those of friends or relatives or to improperly further those of another person. In the Watson Report my predecessor, Commissioner Mary Dawson, interpreted the term “friend" for the purposes of the Act to mean “a person with whom one has some history of mutual personal regard beyond simple association." In the Morneau II report,[iv] I broadened the scope of the term “friend" in the Act to capture relationships where personal and professional interactions become intertwined to such an extent that it becomes difficult to draw the line between the two. Based on Mr. Scott's description of his relationship with Mr. Bibic as one which has remained exclusively professional despite having worked in the same industry for over two decades, I found that the relationship could not be considered as one that falls within the definition of friends within the meaning of the Act. Therefore, I no longer had any concerns that Mr. Scott may have furthered the private interests of a friend, or improperly furthered those of Bell Canada, whose Chief Executive Officer was a friend, when he participated in the May 2021 Telecom Decision. Allegations relating to meetings with stakeholders According to the discloser, by holding ex parte meetings alone with large telecommunication providers while they had open and active files before the CRTC, Mr. Scott breached the Values and Ethics Code for the Public Sector and CRTC practices and failed to avoid an apparent conflict of interest. While the Public Sector Integrity Commissioner is required by subsection 24(2.1) of the Public Servants Disclosure Protection Act to refer to this Office any referral where the subject matter of any disclosure received is within my jurisdiction as Conflict of Interest and Ethics Commissioner[v], apparent conflicts of interests are not captured by the prohibitions in the Conflict of Interest Act. This was described in detail in the Trudeau III Report.[vi] Conclusion In light of the above, I have no reason to believe Mr. Scott has contravened the Act, which is the required threshold to initiate an examination of the matter. Therefore, I will not initiate an examination under section 45 of the Act and consider this matter closed.​ [i] Done with respect to or in the interests of one side only or of an interested outside party.​ [ii] As set out in media articles included with the referral, these rates are what large telecommunication companies like Bell Canada can charge smaller internet service provider companies to access their networks. Higher rates are seen as more favourable for the larger companies, while lower rates as less favourable. [iii] The May 2021 Telecom Decision granted the applications of Bell Canada and other large telecommunication companies to review, vary or rescind the August 2019 Telecom Order. In so doing, the May 2021 decision mainly operated to approve on a final basis the rates for aggregated wholesale high-speed access services that were in effect prior to the issuance of the August 2019 Telecom Order, effectively returning to higher rates.​ [iv] Morneau II Report, paragrap​hs 248–251.​ [v] I note that the issue of whether Mr. Scott's ex parte meeting with Mr. Bibic at a pub raises a reasonable apprehension of bias is before the Federal Court of Appeal (A-299-21). [vi] Trudeau III Report, paragraphs 252–261.​

Report on a Member of the House of Commons for furthering the private interests of another person, publicly said to be the Member's sister, by employing them in their constituency office. Preface Under the Conflict of Interest Code for Members of the House of Commons (Code), which constitutes Appendix I of the Standing Orders of the House of Commons, an inquiry may be initiated at the request of a Member of the House of Commons, by resolution of the House of Commons, or on the initiative of the Conflict of Interest and Ethics Commissioner. Where the Commissioner has concerns that a Member of the House of Commons has not complied with their obligations under the Code, the Commissioner is required to give that Member written notice of his concerns and afford that Member 30 days to respond. If, after giving the Member 30 days to respond, the Commissioner has reasonable grounds to believe that the Member has not complied with their obligations under the Code, the Commissioner may conduct an inquiry on his own initiative to determine whether the Member has complied with their obligations under the Code. Following the completion of an inquiry, a report is to be provided to the Speaker of the House of Commons, who presents it to the House of Commons when it next sits. The report is made available to the public once it is tabled or, if the House is not then sitting, upon its receipt by the Speaker. Executive Summary This report presents the findings of my inquiry under the Conflict of Interest Code for Members of the House of Commons  (Code) into the conduct of Ms. Yasmin Ratansi, Member of Parliament for Don Valley East, in relation to the employment in her constituency office of Ms. Zeenat Khatri, from January 23, 2017, until November 2, 2020. Ms. Ratansi publicly referred to Ms. Khatri as her sister. The inquiry focussed on section 8 of the Code, which prohibits Members, when performing parliamentary duties and functions, from acting in any way to further their private interests or those of a member of their family, or to improperly further another person's or entity's private interests. I determined that Ms. Ratansi had furthered Ms. Khatri's private interests within the meaning of the Code by employing Ms. Khatri in her constituency office. As Ms. Khatri was not considered a family member for the purposes of the Code, I had to determine whether those private interests were improperly furthered. The Code does not set out the circumstances that constitute an impropriety when considering actions that may improperly further another person's private interests. I have determined, however, that an impropriety could include circumstances where a Member acts contrary to a rule. In this case, I considered the Members By-law (By-law) of the House of Commons Board of Internal Economy, which governs the use of the resources provided by the House to Members for the purpose of carrying out their parliamentary functions. The By-law prohibits a Member from hiring members of their immediate family, including a brother or sister. The evidence gathered during this inquiry shows that while Ms. Ratansi had always considered Ms. Khatri as her sister and publicly referred to her as such, Ms. Khatri is in fact her foster sister. However, the public perception of Ms. Ratansi's family relationship to Ms. Khatri, based on Ms. Ratansi's own public statements and actions, led nonetheless to the strong appearance of an employment relationship that was contrary to the By-law. I used my discretion under section 3.1 of the Code to take into consideration the purposes and principles of the Code in making a determination as to whether the rules of conduct had been contravened in a particular case. Principles 2(b) and (c) state that Members are expected to avoid real or apparent conflicts of interests and to perform their official duties and functions in a manner that bears the closest public scrutiny, an obligation that may not be fully discharged by simply acting within the law. Taking these principles into account, I found that the appearance that a Member has contravened a rule outside the Code can, in certain circumstances, lead to an impropriety for the purpose of section 8. Having found that Ms. Ratansi furthered Ms. Khatri's private interest by hiring her in her constituency office, and that she did so improperly because of the appearance of an employment relationship that contravened the By‑law, I found that Ms. Ratansi contravened section 8 of the Code. Concerns and Process On November 5, 2020, I received a letter from Ms. Yasmin Ratansi, Member of Parliament for Don Valley East, in which she requested my advice as to whether she may have contravened her obligations under the Conflict of Interest Code for Members of the House of Commons (Code). In her letter, Ms. Ratansi explained that she had employed her adopted sister, Ms. Zeenat Khatri, to work in her constituency office from 2017 until November 2, 2020, when she terminated Ms. Khatri's employment immediately upon learning that the Members By-law (By-law) of the Board of Internal Economy of the House of Commons prohibits Members from hiring members of their immediate family, including siblings. Having considered the information contained in Ms. Ratansi's letter of November 5, I wrote back to her on November 10 under subsection 27(4) of the Code to inform her that I had concerns she may have contravened section 8 of the Code, which reads as follows: 8. When performing parliamentary duties and functions, a member shall not act in any way to further his or her private interests or those of a member of the member's family, or to improperly further another person's or entity's private interests. Ms. Ratansi did not appear to have furthered her own private interests or those of a member of her family since the Code does not include siblings in its definition of “family members." However, the hiring of Ms. Ratansi's sister did appear, on its face, to be contrary to subsection 62(1) of the By-law, which provides that a Member may not hire a member of their “immediate family," including a sibling under the By-law's definition of that term. I was therefore concerned that Ms. Ratansi may have improperly furthered the private interests of another person, namely Ms. Khatri, in contravention of section 8 of the Code. In accordance with subsection 27(4) of the Code, I asked Ms. Ratansi to respond to my concerns within 30 days, following which I would determine whether to initiate an inquiry into her conduct. On November 12, I received a letter from Mr. Michael Barrett, Member of Parliament forLeeds–Grenville–Thousand Islands and Rideau Lakes, asking me to conduct an inquiry under the Code into Ms. Ratansi's conduct. Mr. Barrett's allegation against Ms. Ratansi, which he based on information found in recent media reports, reflected the concerns I had previously set out in my letter of November 10 to Ms. Ratansi. I responded to Mr. Barrett on November 16 to inform him that, because the allegation contained in his letter was already being dealt with under subsection 27(4) of the Code, I would not commence a separate process in respect of the same matter, though I would nonetheless forward his request to Ms. Ratansi and inform him in due course of my decision whether to initiate an inquiry. I forwarded Mr. Barrett's request to Ms. Ratansi on the same day, along with my reasons for not commencing a separate process further to this request. I received Ms. Ratansi's response to my letter of concern on December 9, 2020. In her letter, Ms. Ratansi provided factual information regarding the circumstances in which she had hired Ms. Khatri. She also set out her view that hiring her adopted sister in her constituency office may not in fact have been contrary to the By-law. Ms. Ratansi also submitted that, should I nonetheless determine that she had contravened the Code, her non-compliance occurred through an error in judgment made in good faith. On December 18, I wrote to Ms. Ratansi to inform her that, having considered the information before me, I was commencing an inquiry. I received written representations and documents from Ms. Ratansi and her counsel on December 29, 2020, and on January 11 and 18, 2021, as well as on February 1, 2021. I held an interview with Ms. Ratansi on February 9, 2021, and received additional documents on March 16, 2021. Ms. Ratansi was provided with an opportunity to review and comment on the transcript of her interview and a draft of the factual portions of this report (Concerns and Process, Facts, and Ms. Ratansi's Position) before it was finalized. Facts Employment of Ms. Khatri during Ms. Ratansi's first tenure as a Member Ms. Yasmin Ratansi first served as the Member of Parliament for Don Valley East from June 28, 2004, to May 1, 2011. From 2006 onwards, Ms. Zeenat Khatri worked as a constituency assistant in Ms. Ratansi's constituency office. In her interview, Ms. Ratansi explained that her office manager, Ms. Helen Flanagan, was responsible for finding staff for her constituency office. In order to find candidates to recommend to the Member, Ms. Flanagan used the services of a human resources consultant. Ms. Ratansi said that she typically approved Ms. Flanagan's recommendations and that she trusted her because she was an experienced office manager who had worked for several Members before her. Ms. Khatri was one such candidate who had been selected by the human resources consultant and recommended to Ms. Ratansi by Ms. Flanagan. Ms. Ratansi told me she did not approach Ms. Khatri herself about the opportunity or otherwise discuss it with her at the time. Ms. Ratansi confirmed to me that she had told Ms. Flanagan that Ms. Khatri was her sister, but that this did not raise any problem since she understood from Ms. Flanagan that the rule prohibiting Members from hiring members of their immediate family did not include the brothers or sisters of the Member. Ms. Khatri continued in her role as a constituency assistant focussing on immigration files until 2011, when her employment ended due to Ms. Ratansi losing her seat in that year's general federal election. Amendment to the Members By-law The Members By-law (By-law) of the Board of Internal Economy of the House of Commons (BOIE) governs the use of the resources provided by the House to Members for the purpose of carrying out their parliamentary functions. With respect to staffing their constituency and parliamentary offices, Members are prohibited by the By-law from employing members of their immediate family. During Ms. Ratansi's first tenure as a Member, the By-law's definition of a Member's “immediate family" included only the Member's parents, spouse and children, but not their siblings. In 2012, during the four-year period where Ms. Ratansi was not a Member, the BOIE revised the By-law and, among several changes, amended the definition of “immediate family" to include the Member's brothers and sisters. In her written representations and during her interview, Ms. Ratansi stated that she was not aware of this change to the applicable rules until it was brought to her attention recently. Staffing in Ms. Ratansi's constituency office after her re-election in 2015 In the 2015 general election, Ms. Ratansi won back the seat she had previously held as the Member for Don Valley East. In several of her written representations and during her interview, she explained that she had difficulty finding and retaining staff that was able to work on the large number of immigration files arising from her constituency. In early 2017, Ms. Ratansi determined that, because of the growing backlog of files that needed to be dealt with, she would need to reach out to Ms. Khatri and ask her to come work in her office for a period of six months or more. In Ms. Ratansi's opinion, Ms. Khatri was an experienced former employee who already had the required abilities and knowledge required to process case files efficiently. She would have Ms. Khatri focus mainly on training a recently-hired employee on matters relating to immigration files. According to Ms. Ratansi, working in her office was not an ideal situation for Ms. Khatri since it would keep her away from her family business and entailed a long daily commute. In her written submissions and during her interview, Ms. Ratansi explained that before hiring Ms. Khatri, she checked what rules applied under the Code and determined that since Ms. Khatri was not a member of her family within the meaning of the Code, she was not prohibited from hiring Ms. Khatri. Ms. Ratansi told me during her interview that she knew about the By-law's prohibition regarding the hiring of members of one's immediate family, but she did not consult the By-law at that time. Ms. Ratansi also confirmed that she had not performed a similar verification in the case of any other hire, having only done so in the case of Ms. Khatri given their relationship. Ms. Khatri's letter of employment, dated and signed by both parties on January 16, 2017, provided for “regular full-time" employment starting on January 23, 2017, and specified no end date. Ms. Ratansi explained during her interview that from a human resources standpoint, employment of six months or more is not considered temporary, but she had discussed the temporary nature of the arrangement verbally with Ms. Khatri. Ms. Ratansi explained that over the following months, the caseload in her office remained high and the staffing challenges continued as previously, with trained employees ending up leaving for various reasons, including to pursue studies or other opportunities. As a result of this situation, Ms. Khatri agreed to stay on until a replacement could be found. According to Ms. Ratansi, Ms. Khatri was known among employees in her office as her sister, and no one ever raised this as a possible issue or mentioned the applicable rule under the By-law. Termination of Ms. Khatri's employment Ms. Ratansi explained to me during her interview that on November 2, 2020, the Liberal Party had called her to inform her that they had received an anonymous letter stating that she was employing her sister in her office, which she confirmed to be the case. Ms. Ratansi was then told that because she could not employ a member of her immediate family and that this included her sister, she had to terminate her and seek the guidance of the Conflict of Interest and Ethics Commissioner. Ms. Ratansi told me that she immediately proceeded to take the steps that had been asked of her. That day, she informed Ms. Khatri verbally and by letter that she was terminating her employment, effective that day, for the reasons raised by the Party and, as she wrote in Ms. Khatri's letter of termination, “to ensure that there is no appearance of impropriety." Steps taken by Ms. Ratansi since November 2, 2020 On November 5, 2020, Ms. Ratansi sent a letter to me in which she stated that she had been employing Ms. Khatri, her adopted sister, as a full-time, salaried employee in her constituency office since 2017, that she had only learned on November 2 that Ms. Khatri should not be working for her as a member of her immediate family, and that immediately upon learning this, she had terminated her employment. In concluding this letter, Ms. Ratansi asked me to advise her as to whether, by hiring her adopted sister, she may have violated the Code in any way. Ms. Ratansi's letter of November 5, 2020 contained the information upon which I initiated the process leading to this inquiry. On November 9, 2020, Ms. Ratansi posted on the Facebook account @MPYasminRatansi, which she uses in the context of her parliamentary duties and functions, a statement in which she announced she had left the Liberal caucus and would continue to sit as an independent Member. Ms. Ratansi also wrote that she had made an error in judgment in employing her sister in her constituency office and apologized to her constituents for having done so, adding that she had since remedied the situation. Ms. Ratansi posted a new statement on her Facebook account on November 19, 2020, in which she wrote that she “erred in having [her] sister as a paid member of [her] staff for the past few years" and reiterated her apology for her “lapse in judgement" in relation to this. Further information provided by Ms. Ratansi about her relationship with Ms. Khatri During the inquiry, Ms. Ratansi provided evidence showing that Ms. Khatri is not her biological sister, nor her adopted sister. Ms. Ratansi testified that her father had taken in Ms. Khatri at a very young age as a foster child while the family lived in Tanganyika (now Tanzania) in the 1950s. Ms. Ratansi's father had never formally adopted Ms. Khatri before he passed away in 1972; he was named as a “person in charge" and not as the “father" on the child's birth certificate, a copy of which Ms. Ratansi provided. Had an adoption taken place, this original birth certificate would have been surrendered and a new one would have been issued showing the adopting parents as mother and father. In her written submissions and her interview, Ms. Ratansi stated that she had always publicly referred to Ms. Khatri as her sister and that she did this in keeping with Islamic cultural practices and her father's personal wishes. Ms. Ratansi's Position Ms. Ratansi's position is that she did not contravene section 8 of the Code by hiring Ms. Khatri to work in her constituency office. She submits that the documentary evidence provided shows that there is no legal bond between her and Ms. Khatri, including for the purposes of the By-law. Ms. Khatri was a foster child of Ms. Ratansi's father, and such a relationship falls outside the applicable definitions in the Code and the By-law as presently worded. Ms. Ratansi submits that there is no applicable reference to an “adopted" or “foster" sibling in the Code or By-law. If Parliament had intended the By-law's definition of “immediate family" to include a foster sister, then it could have done so by providing an expanded definition of the relationship, just as it did for the word “dependant."[i] Furthermore, Parliament recently clarified and expanded the By-law's definition of “immediate family" to include a nephew or niece of a Member or their spouse, as well as in-law relationships.[ii] Ms. Ratansi submits that even this new, expanded definition would not include her relationship to Ms. Khatri. Therefore, she could not interpret the By-law to include an expanded definition of “sister" beyond its natural meaning as a blood relative. ​Additionally, since a finding of a contravention could result in punitive measures, Ms. Ratansi submits that, as a principle of natural justice, the applicable provisions should be given their narrow meaning. Accordingly, she submits that if the provisions defining “immediate family" are not clear and unequivocal, then any ambiguity should be resolved in favour of the person who is the subject of the inquiry. Finally, Ms. Ratansi submits that not only did she not contravene section 8 of the Code, to the contrary, the public benefited from Ms. Khatri's employment due to her ability to handle the vast number of immigration files that came to the constituency office. Analysis and Conclusion Analysis The purpose of this inquiry was to determine whether Ms. Yasmin Ratansi, Member of Parliament for Don Valley East, contravened section 8 of the Conflict of Interest Code for Members of the House of Commons (Code) by improperly furthering the private interests of another person, namely Ms. Zeenat Khatri, when she employed her in her constituency office in 2017. Section 8 reads as follows: 8. When performing parliamentary duties and functions, a member shall not act in any way to further his or her private interests or those of a member of the member's family, or to improperly further another person's or entity's private interests. This inquiry did not concern Ms. Ratansi's own private interests nor those of a family member within the meaning of the Code, since Ms. Khatri does not fall within the description of a “family member" set out in subsection 3(4) of the Code, which includes a Member's spouse or common-law partner and a minor or dependent child. Parliamentary duties and functions The Code does not define a Member's parliamentary duties and functions for the purposes of section 8. However, subsection 1(1) of the Members By-law (By-law) provides the following definition of parliamentary functions: parliamentary functions, in relation to a Member, means the duties and activities that relate to the position of Member, wherever performed and whether or not performed in a partisan manner, namely, participation in activities relating to the proceedings and work of the House of Commons and activities undertaken in representing his or her constituency or constituents. The By-law also provides that part of a Member's parliamentary duties and functions include their responsibilities as an employer. A Member's hiring of constituency staff therefore falls within the performance of their parliamentary duties and functions as contemplated by section 8 of the Code. Furthering of private interests Subsection 3(2) of the Code identifies the circumstances in which a Member's actions are considered to further a person's private interests for the purposes of the Code. Among the enumerated circumstances, at paragraph (d), is an increase in the person's income from one of several types of sources, including an employer. As I wrote in the Vandenbeld Report, the relevant consideration when making a determination for the purpose of paragraph 3(2)(d) is the person's existing and potential entitlement to income from the particular source at issue. Thus, a new entitlement resulting from being hired into a position constitutes an increase in income from that source. By employing Ms. Khatri in her constituency office, Ms. Ratansi therefore furthered Ms. Khatri's private interests within the meaning of the Code. What remains to be determined is whether these private interests were improperly furthered. Determination of impropriety The Code does not set out the circumstances that constitute an impropriety when considering actions that further another person's private interests. I have had to consider what constitutes an impropriety in the context of furthering private interests for the purpose of the provisions of the Conflict of Interest Act. In the Trudeau II Report, I found that an impropriety includes circumstances where a public office holder acts outside the scope of their statutory authority, or contrary to a rule, a convention or an established process. I am of the view that these types of considerations are also relevant in the context of determining an impropriety for the purposes of the Code. Specifically, Ms. Ratansi's employment of Ms. Khatri, which furthered her private interests, would be improper if I viewed it as running afoul of an existing rule outside the Code. The relevant outside rule in the matter under inquiry is subsection 62(1) of the By-law, which prohibits Members from hiring a member of their immediate family, as defined in subsection 1(1) of the By-law. While it was amended recently to expand its scope, the provision has, since 2012, included a Member's sister. At the material time for the purpose of this inquiry, the relevant provisions of the By-law read as follows: 1. (1) The definitions in this section apply in this By-law, unless otherwise provided.[...]immediate family means a Member's father, mother, brother, sister, spouse and children, as well as the spouses and children of the Member's children.[...]62. (1) A Member may not hire a member of his or her immediate family, his or her designated traveller or a political party executive as an employee under this By-law. Over the course of this inquiry, Ms. Ratansi has indicated to me that she has always considered Ms. Khatri as her sister and referred to her as such in her interactions with others. In several of her communications to me, she also emphasized how important it is to her that Ms. Khatri be referred to as her sister. Ms. Ratansi also appears to have consistently acted in accordance with the notion that Ms. Khatri is her sister. According to her testimony, when Ms. Ratansi was presented with the option to hire Ms. Khatri in 2006, she sought confirmation that no rule prohibited her from hiring her sister. She also told me that, in 2017, having checked the Code and noted that siblings were not considered members of a Member's family under the Code, she had determined that she could hire Ms. Khatri again, as she had done during her previous tenure. These statements by Ms. Ratansi suggest that if the By-law—as it read in 2006—or the Code had included sisters in their respective definitions of a Member's family, then she would have refrained from hiring Ms. Khatri because of their relationship. Further to this, as soon as she was made aware of the By‑law's amended rule on November 4, 2020, Ms. Ratansi immediately terminated Ms. Khatri's employment. As this matter emerged on the public record on November 9, 2020, Ms. Ratansi continued to refer to Ms. Khatri as her sister in the statements she posted on her public social media account and expressed regret for what she characterized as a “lapse in judgement." A reasonable person looking at the matter with an understanding of the applicable rules and relying on the information above could only conclude that Ms. Khatri's employment was contrary to subsection 62(1) of the By-law. On this basis, an impropriety for the purposes of the Code would naturally follow. As the inquiry progressed, however, Ms. Ratansi submitted substantially different facts to me. Having first referred to Ms. Khatri as her adopted sister, she then explained that Ms. Khatri was in fact never legally adopted and provided supporting documentary evidence to that effect. I accept Ms. Ratansi's latter claim, as well as her argument that Ms. Khatri, as her foster sister, may not legally be considered as her sister or, by the same token, qualify as a member of her “immediate family" within the meaning of the By-law. The purpose of this inquiry, however, is to make a determination with respect to the Code, not the By-law. In assessing whether an impropriety has occurred for the purpose of a contravention of section 8 of the Code, I must have regard to all the circumstances of the case. The prohibition set out in subsection 62(1) of the By-law is the source of a potential impropriety in this case, but my conclusion does not depend entirely on whether this outside rule was, in the end, contravened. Ms. Ratansi's public statements and actions, as well as the resulting public perception of what transpired, are also part of the circumstances I must consider. Section 3.1 of the Code provides me with the discretion to take into consideration the purposes and principles of the Code in making a determination as to whether the rules of conduct have been contravened in a particular case. The provision reads as follows: 3.1 In interpreting and applying members' obligations under this code, the commissioner may have regard to the purposes and principles in sections 1 and 2. The principles of the Code most relevant to the present case read as follows: 2. Given that service in Parliament is a public trust, the House of Commons recognizes and declares that members are expected[...](b) to fulfill their public duties with honesty and uphold the highest standards so as to avoid real or apparent conflicts of interests, and maintain and enhance public confidence and trust in the integrity of each member and in the House of Commons;(c) to perform their official duties and functions and arrange their private affairs in a manner that bears the closest public scrutiny, an obligation that may not be fully discharged by simply acting within the law;[...] Section 3.1 was added to the Code in 2007 following the recommendation contained in the Standing Committee on Procedure and House Affairs' 54th Report to the House of Commons that it be clarified that these purposes and principles are not intended to stand alone as rules or obligations, but instead serve as aids to the interpretation of the rest of the Code. Having regard to principles 2(b) and (c), which set out that Members are expected to avoid real or apparent conflicts of interests and to perform their official duties and functions in a manner that bears the closest public scrutiny, an obligation that may not be fully discharged by simply acting within the law, I find that the appearance that a Member has contravened a rule outside the Code can, in certain circumstances, lead to an impropriety for the purpose of section 8. In the matter under inquiry, I must take into account the public perception of Ms. Ratansi's family relationship to Ms. Khatri, based on Ms. Ratansi's own public statements and actions, which led to the strong appearance of an employment relationship contrary to subsection 62(1) of the By-law. While the additional facts that emerged over the course of the inquiry may have revealed the true nature of the family relationship between Ms. Khatri and Ms. Ratansi, the employment relationship nonetheless retained its improper character for the purposes of the Code. Conclusion Having found that Ms. Ratansi furthered Ms. Khatri's private interest by hiring her in her constituency office, and that she did so improperly because of the appearance of an employment relationship that contravened the Bylaw, I find that Ms. Ratansi contravened section 8 of the Code. Sanction Having concluded that a Member has not complied with an obligation under the Code, I must consider whether the contravention is mitigated as per subsection 28(5) of the Code, which reads as follows: 28. (5) If the commissioner concludes that a member has not complied with an obligation under this code but that the member took all reasonable measures to prevent the non-compliance, or that the non-compliance was trivial or occurred through inadvertence or an error in judgment made in good faith, the commissioner shall so state in the report and may recommend that no sanction be imposed. When Ms. Ratansi hired Ms. Khatri in 2017, she relied on the advice given to her by her office manager back in 2006, at a time when no rule prevented her from doing so. She did not take a fresh look at the By-law and therefore did not take note of the change that had occurred in the meantime. The Board of Internal Economy's Members' Allowances and Services Manual, which Ms. Ratansi acknowledged in her letter to me of November 5, 2020, specifies that “Members are responsible for knowing, understanding and following the Board of Internal Economy's policies, as outlined in the Members By-law and in this manual." Ms. Ratansi submitted to me that she had checked the Code before hiring Ms. Khatri during her second tenure, but the By-law would have been the primary instrument to consult with regard to an employment matter, and Ms. Ratansi should have known this to be the case. Therefore, I cannot conclude that she took all reasonable measures to prevent the non-compliance. The rules that govern the stewardship of public resources provided to Members for the fulfillment of their parliamentary duties do much to foster the public's trust in Canada's governing institutions. It is therefore essential for all Members to adhere—and be seen to adhere—to these rules. Consequently, I also cannot conclude that Ms. Ratansi's contravention of the Code, which involved one such rule, was trivial. What is left for me to consider is whether Ms. Ratansi's contravention occurred through inadvertence or an error in judgment made in good faith. I accept Ms. Ratansi's submission that from January 2017 to November 2020, she believed no rule would have prevented her from employing Ms. Khatri, who was listed as her constituency assistant on the publicly-available directory of government employees. Furthermore, upon becoming aware that she may have contravened the By-law, Ms. Ratansi quickly took steps to terminate Ms. Khatri's employment and issue a public apology. She also contacted this Office to disclose her problematic actions and to obtain advice regarding any potential implications with respect to the Code. In my view, this demonstrated a good-faith desire to remedy the situation. I therefore conclude that while Ms. Ratansi did not comply with her obligations under section 8 of the Code in relation to the matter under inquiry, the non-compliance occurred through inadvertence or an error in judgment made in good faith and, accordingly, I recommend that no sanction be imposed. [i] The Members By-law's definition of “dependant" reads as follows: dependant means a child of a Member, including a stepchild, an adopted child, a foster child, a child in respect of whom the Member is the legal guardian, or a child of his or her spouse who is financially dependent on the Member for necessary maintenance or the necessities of life such as food, lodging, medical care, clothing and cost of education and who is (a) under 21 years of age; (b) 21 or older, but not more than 25 years of age, and in full-time attendance at a recognized educational institution; or (c) regardless of age, wholly dependent upon the Member by reason of physical or mental disability. [ii] The Members By-law's revised definition of “immediate family," which took effect on January 29, 2021, reads as follows: immediate family means (a) a Member's spouse; (b) a child, grandchild, parent, grandparent, brother or sister of a Member or of a Member's spouse; (c) a nephew or niece of a Member or of a Member's spouse; or (d) the spouse of a person referred to in paragraph (b).

Report on Prime Minister for failing to recuse himself from decisions involving a company employing several of his relatives; appearance of a conflict of interest. - - - - - - - - - - - - - - - - - - - - Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons, as is the case with this examination, or on his own initiative. When an examination is conducted at the request of a parliamentarian, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act (Act) of the conduct of the Right Honourable Justin Trudeau, Prime Minister of Canada, in relation to his participation in two decisions involving WE's private interests. The first related to WE's administration of the Canada Student Service Grant (CSSG), a government program which encouraged youth to participate in national service. The second related to WE's proposed Social Entrepreneurship program, a digital program providing entrepreneurship expertise and mentorship opportunities. I was asked to investigate because of the involvement of Mr. Trudeau and his relatives with WE, an international development charity and youth empowerment movement founded by Messrs. Marc and Craig Kielburger. Mr. Trudeau participated in eight WE Day events starting in 2007. His spouse was an honorary ambassador for WE, hosted her own WE-related podcast and attended eight WE Day events. Mr. Trudeau's mother and brother participated in paid activities for WE. In early April 2020, the Minister of Finance, the Honourable Bill Morneau, told Mr. Trudeau his department was examining options to help post-secondary students facing the loss of summer jobs because of the COVID-19 pandemic, including the idea of having youth volunteer through the Government's Canada Service Corps. At Mr. Morneau's direction, Department of Finance Canada officials began having discussions with Employment and Social Development Canada (ESDC) officials on options for a new youth national service program. On April 21, Department of Finance officials presented to Mr. Morneau a draft memorandum relating to proposed student support measures, which included four funding annexes for the Minister of Finance's approval and supporting materials for information purposes only. One of the annexes involved expanding the Canada Service Corps' micro-grants program and creating a web‑based volunteer matching platform. Another sought funding for the creation of a new program, the CSSG. The Department of Finance advised that the CSSG should be administered by a third party partnered with an organization like WE, and recommended setting aside funds for the program while further work was done on the proposal. WE's Social Entrepreneurship proposal formed part of the supportive materials. Mr. Morneau then approved funding for the Canada Service Corps and the CSSG. Without Mr. Morneau's knowledge, his staff directed Department of Finance officials to include funding for WE's Social Entrepreneurship proposal. These decisions were shared with the Privy Council Office. On April 22, Mr. Trudeau announced the creation of the CSSG and the volunteer matching platform among proposed measures to help post-secondary students and recent graduates. At the request of Mr. Morneau's staff, WE had reworked a component of its Social Entrepreneurship proposal into a new Youth Summer Service proposal that would allow 20,000 young people to participate in service projects over three months and earn a stipend. On April 23, the Department of Finance asked ESDC for a proposed design and delivery plan for the CSSG, with a mid-May 2020 launch. ESDC determined a third party was needed to administer the program and identified WE as a potential administrator, noting its Youth Summer Service Proposal could potentially be used as the basis for the program. On April 24, ESDC asked WE to submit a full proposal to administer the CSSG. On April 28, ESDC submitted a proposed design and implementation plan for the CSSG. They recommended WE as the administrator of the program. Approved in principle by the Cabinet Committee on the federal response to the coronavirus disease (COVID-19) on May 5, the proposal was to be presented to the full Cabinet for ratification on May 8. Ahead of the Cabinet meeting, Mr. Trudeau was briefed on ESDC's proposed design and implementation of the CSSG. It was at this time that he learned of WE's potential participation as the administrator of the program. Given his relatives' ties to WE, he and his Chief of Staff decided to remove the presentation of the CSSG proposal from the May 8 Cabinet agenda and asked that the public service conduct further analysis. On May 15, Mr. Trudeau approved the Minister of Finance's decisions relating to the funding of the student support measures but declined to fund WE's Social Entrepreneurship proposal. On May 21, after ESDC officials confirmed that only WE could administer the program in the specified timeframe, Mr. Trudeau permitted the CSSG proposal to be presented to Cabinet. On May 22, Cabinet ratified the CSSG proposal. Staff in the Prime Minister's Office reviewed the WE contribution agreement and recommended its approval. On June 22, Mr. Trudeau approved the contribution agreement with WE. I sought to determine whether Mr. Trudeau contravened subsection 6(1), section 7 and section 21 of the Act. Section 7 of the Act prohibits public office holders from giving preferential treatment to a person or organization based on the identity of a representative for the person or organization. For a contravention of section 7 to occur, the treatment a public office holder gives to a person or organization must be more favourable than the treatment they might give to a similarly situated person or organization, and there must be a prior relationship between the public office holder and the representative. Mr. Trudeau's decision to approve the CSSG proposal with WE as the administrator of the program was not, in my view, motivated by the identity of any third-party representative, given the absence of a personal relationship between Mr. Trudeau and Messrs. Marc and Craig Kielburger. The evidence also shows that Mr. Trudeau had no involvement in ESDC's recommendation that WE administer the CSSG. I am satisfied that Mr. Trudeau did not give preferential treatment to WE. Subsection 6(1) of the Act prohibits public office holders from making or participating in the making of a decision that would place them in a conflict of interest. Section 4 states that a public office holder is in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further their private interests or those of their relatives or friends or to improperly further another person's private interests. I am satisfied that there was no opportunity to further Mr. Trudeau's own interests or those of his relatives from WE's role as administrator of the CSSG or from its Social Entrepreneurship proposal. I determined that Mr. Trudeau had the opportunity to further WE's private interests regarding its Social Entrepreneurship proposal and its selection as the administrator of the CSSG. However, for there to be a contravention of subsection 6(1), WE's private interests would have to have been furthered improperly. In my view, there is no evidence of impropriety in relation to Mr. Trudeau's decision making in relation to WE's Social Entrepreneurship proposal or WE's administration of the CSSG. Given my determination that Mr. Trudeau did not further his relatives' private interests nor did he provide preferential treatment to WE, I considered whether Mr. Trudeau's relatives' relationship with WE, which created an appearance of a conflict of interest, was captured by the definition of conflict of interest under section 4 of the Act. In this regard, I determined that without an actual conflict of interest or a clear legislative prohibition against apparent conflicts of interest, I could not conclude that a contravention occurred. Section 21 of the Act requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. Although Mr. Trudeau has acknowledged publicly that he should have recused himself because of the appearance of a conflict of interest, there is no requirement to do so under the Act in such circumstances. Section 21 provides that recusal is required only in instances where the public office holder would be in a potential conflict of interest. I therefore found that Mr. Trudeau did not contravene subsection 6(1), section 7 or section 21 of the Act. Concerns and Process On June 28, 2020, I received a letter from Mr. Michael Barrett, Member of Parliament for Leeds–Grenville–Thousand Islands and Rideau Lakes. I received a second letter dated July 3, 2020, from Mr. Charlie Angus, Member of Parliament for Timmins–James Bay. Both raised concerns that the Right Honourable Justin Trudeau, Prime Minister of Canada, had contravened the Conflict of Interest Act (Act) through his involvement in the creation of the Canada Student Service Grant (CSSG) and the selection of its administrator, WE.[i] In his letter, Mr. Barrett alleged that given Mr. Trudeau's close ties to WE and his spouse's involvement with the organization, Mr. Trudeau had contravened subsection 6(1) of the Act when he announced the decision that WE would be administering the CSSG. This provision prohibits public office holders from making any decision or participating in the making of a decision when they know or reasonably should know that such a decision would further their private interests, those of their relatives or friends, or improperly further the private interests of another person. In their letters, both Messrs. Barrett and Angus alleged that Mr. Trudeau had contravened section 7 of the Act by giving preferential treatment to WE to administer the CSSG instead of the public service and despite the existence of other similarly situated national volunteer organizations. In a June 12, 2020 recorded videoconference between WE co-founder Mr. Marc Kielburger and several other participants from various Canadian youth organizations, Mr. Kielburger stated to attendees that a government representative in the Prime Minister's Office had contacted WE the day after Mr. Trudeau had publicly announced a forthcoming program targeting students. This government representative, according to Mr. Kielburger's statement in the video, inquired whether WE would be interested in assisting with its implementation. Although Mr. Kielburger revised his statement on June 30, 2020, it left me with concerns that a potential contravention of section 7 of the Act had occurred. Mr. Barrett's letter raised further allegations of contraventions of sections 5 and 9 of the Act. However, Mr. Barrett did not provide sufficient information to set out any reasonable grounds in support of either allegation. As a result, I did not pursue an examination of these provisions. Mr. Barrett also asked that I investigate whether Mr. Trudeau's spouse, Ms. Sophie Grégoire Trudeau, had accepted a gift or other benefit (in the form of travel) from WE, contrary to section 11 of the Act. Because the Office had previously provided advice on this issue to Mr. Trudeau via his ministerial staff, and since there were no new material facts that caused me to believe a contravention had occurred, I did not look further into the matter. On July 3, 2020, I wrote to Mr. Trudeau to inform him that the two requests satisfied the requirements set out in subsection 44(2) of the Act and that I would be commencing an examination under subsection 44(3) of the Act. Specifically, I informed Mr. Trudeau that I would be examining possible contraventions of subsection 6(1) and sections 7 and 21 of the Act. I received Mr. Trudeau's response, as well as unredacted copies of all requested documentation in three instalments between August 14 and 31, 2020. I understood from this production of documents that all information pertaining to the subject matter under examination, some of which constituted a confidence of the Queen's Privy Council, had been produced. On November 25, 2020, I wrote to Mr. Trudeau to request that he provide me with additional information on his involvement in the Department of Finance Canada's recommendation to award $12 million in federal funding towards WE's Social Entrepreneurship proposal. I received Mr. Trudeau's response on December 14, 2020. On February 11, 2021, I asked Mr. Trudeau, in lieu of an interview, to provide me with responses to my questions by way of sworn statement. I received Mr. Trudeau's sworn statement on February 25, 2021. In keeping with the Office's practice, I provided Mr. Trudeau with a copy of the relevant documentary evidence gathered during this examination, as well as a draft copy of the factual portion of the examination report (Concerns and Process, Facts and Mr. Trudeau's Position) before it was finalized. On July 16, 2020, at the request of several parliamentarians, I initiated an examination relating to the same subject matter of the conduct of the then Minister of Finance, the Honourable Bill Morneau. The documentary evidence gathered was used for both examination reports. The Office received over 40,000 pages of documents from Mr. Trudeau, Mr. Morneau and 13 witnesses, which included a copy of the documentation that had been submitted to the House of Commons Standing Committee on Finance (FINA). Because all parliamentary proceedings are protected by parliamentary privilege, I was unable to use witness testimony before the committee as a source of information despite my formal request to FINA to allow me to do so. Accordingly, I had to interview certain witnesses who had previously appeared before FINA in order to obtain their testimony anew. I am mindful of the studies undertaken by FINA and two other parliamentary committees on the various aspects of government spending during the COVID-19 pandemic, including the CSSG. None of their work impeded my own. It is important to note that this examination dealt solely with the conduct of Mr. Trudeau in respect of his obligations under the Act. Facts Background WE organization WE is an international development charity and youth empowerment movement founded in 1995 by Messrs. Marc and Craig Kielburger. WE is made up of WE Charity, ME to WE Social Enterprise,[ii] and several other affiliates. Formerly known as Free the Children, the organization implements development programs in Asia, Africa and Latin America, focusing on education, access to clean water, healthcare, food security and economic opportunity. WE also runs domestic programming for young people in Canada, the U.S. and the U.K., promoting service learning and active citizenship. Since 2007, WE has organized a series of large-scale events, known as “WE Days," held in various cities throughout the school year. WE Day events have hosted tens of thousands of students and celebrated the impact the students have made on local and global issues. Students earn their tickets by participating in the WE Schools program, a year-long service‑learning program run by WE. Each event features a lineup of speakers such as social activists, elected officials from various levels of government and musical performances. The organization held its last WE Day event on March 4, 2020, in London, England. WE announced in July 2020 that it was cancelling its WE Day activities for the foreseeable future to prioritize its international work. WE's interactions with the government Public records show that between 2006 and 2015 WE received about $1.1 million from the Harper government. Between 2015 and 2019, WE received at least $5.5 million in funding from various departments including Employment and Social Development Canada (ESDC) and Canadian Heritage. In an internal briefing produced by staff in the Minister of Finance's office, WE was described as a key stakeholder and a “like-minded external partner." In 2017, WE was one of the many organizations selected to lead a project to mark the 150th anniversary of Canadian Confederation, based on proposals submitted to the Department of Canadian Heritage. WE received over $1 million to organize and host a WE Day event as part of the Canada Day weekend festivities in Ottawa. Mr. Trudeau also appeared in a promotional video linked to the Canada 150 celebrations and produced by WE. The Trudeau family's interactions with WE According to Mr. Trudeau, he first met the Kielburgers in the mid-2000s. At that time, the three were involved separately in youth activism and engagement initiatives. Mr. Trudeau provided a video to be played at the first ever WE Day event in October 2007 and, after becoming a Member of Parliament, participated in person in seven more such events. As a newly elected Member in 2008, Mr. Trudeau spoke at the second WE Day, which was held in Toronto. In 2012, he participated in two WE Day events: one in Montreal (hosted by Mr. Trudeau's spouse, Ms. Sophie Grégoire Trudeau) and one in Toronto. In 2015, shortly after the federal election, Mr. Trudeau and his spouse participated in a WE Day event in Ottawa, marking his first public speech since becoming Prime Minister of Canada. In his capacity as Prime Minister and Minister of Intergovernmental Affairs and Youth, a second portfolio he held until July 2018, Mr. Trudeau continued to participate in WE Day events. Mr. Trudeau last appeared at a WE event in September 2017. Mr. Trudeau attested to never having been paid a fee to attend a WE event. Mr. Trudeau added he was never reimbursed for expenses incurred in attending a WE event, nor did he seek reimbursement. To the best of his recollection, he has never made a donation to WE. Mr. Trudeau also attested that, to the best of his knowledge, he and his spouse never socialized with the Kielburgers in a personal context, such as sharing a meal. Messrs. Craig and Marc Kielburger also confirmed that they have never socialized with Mr. Trudeau, Ms. Grégoire Trudeau or their family, and that all of their interactions have been in their professional capacity. Neither Mr. Trudeau nor the Kielburgers consider each other personal friends. Ms. Grégoire Trudeau has been involved in WE Day events since 2008. In the fall of 2018, Ms. Grégoire Trudeau became the honorary ambassador and ally of WE Well-being, a program bringing awareness to mental health issues, and spoke at a WE Day event in Vancouver. In May 2020, she launched a podcast on a WE-related platform discussing mental health issues. According to the Kielburgers, Ms. Grégoire Trudeau participated in 10 events related to WE. Documentation made public by WE shows that between February 2012 and March 2020, Ms. Grégoire Trudeau attended a total of eight WE Day events and received an honorarium of $1,500 for her 2012 engagement only. She was reimbursed for the hospitality expenses she incurred for the eight events she attended, which included hotels, car service and flights. Ms. Grégoire Trudeau also received a low-value amount of WE-related merchandise, such as books and hats. Mr. Trudeau's mother, Ms. Margaret Trudeau, and brother, Mr. Alexandre “Sacha" Trudeau, have also participated in remunerated activities on behalf of WE. On October 15, 2020, their counsel reached out to this Office to voluntarily offer any assistance with this examination. On November 12, 2020, I obtained a detailed production brief including all speaking engagements and other benefits received from WE since 2015. Ms. Margaret Trudeau was engaged by WE through a speakers' bureau 28 times between October 2016 and March 2020. According to documentation made public by WE, on each occasion she attended three to five events per engagement. Ms. Trudeau was paid for 27 of the 28 speaking engagements and was reimbursed for her hospitality expenses, which included meals, hotels, car services and flights. She also received a low-value amount of WE-related merchandise. On nine occasions between 2017 and 2018, Mr. Alexandre Trudeau was also engaged by WE through a speakers' bureau and attended three to five events per engagement. According to information made public by WE, he was paid for nine speaking engagements and was reimbursed for his hospitality expenses, which included meals, hotels, car services and flights. He was also provided with a low-value amount of WE merchandise during this time. In their written submission, Ms. Margaret Trudeau and Mr. Alexandre Trudeau both confirmed that they have not had any discussions with Mr. Trudeau about WE. Mr. Trudeau affirmed that he had no such discussions with his spouse, his mother or his brother prior to the Government of Canada's (Government) May 2020 decision regarding the CSSG. Government Response to the COVID-19 Pandemic On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. In the following days and weeks, provinces and territories declared states of emergency to respond to the public health crisis. On March 13, 2020, the Government began announcing a series of measures to provide aid to provinces and territories, various sectors of industry, families and workers. Early April: Mr. Morneau identifies need for student support measures According to Mr. Morneau, it was in early April that he identified the need for a policy to assist post-secondary students who had lost summer job offers or whose job search was upended as a result of the pandemic, and who would be ineligible for other government emergency support. Mr. Morneau added that the student support initiatives represented a small portion of the overall government support programs, noting that he had been given more than 100 decision notes, covering a broad range of policy issues, for consideration during that period. Each note required a formal analysis by the Department of Finance, and each required multiple decisions to be made. Mr. Amitpal Singh, Policy Advisor to the Minister of Finance, testified that he devised a program to encourage national projects through micro-grants and to enable young people to gain experience simultaneously. He believed the program could be implemented and perhaps even delivered through the Canada Service Corps. He discussed the early stages of his idea with his colleagues in the Minister's office, the Department of Finance and the Prime Minister's Office. According to Mr. Singh, Mr. Morneau planned to raise Mr. Singh's general idea with Mr. Trudeau during their upcoming discussion on April 5. The Canada Service Corps is a government initiative that offers community service opportunities for young people aged 15 to 30. The program falls within the portfolio of the Honourable Bardish Chagger, Minister of Diversity and Inclusion and Youth, with the support of the Honourable Carla Qualtrough, Minister of Employment, Workforce Development and Disability Inclusion. Service placements, within one of the 12 Canada Service Corps partner organizations, can vary in intensity and duration to accommodate youth's participation. Full-service placements involve at least 30 hours of service per week for a minimum of three months, while flexible service placements involve a minimum of 120 hours of service within a year. Youth may also access Canada Service Corps micro-grants to fund small-scale, youth-led projects and innovative service ideas to address community needs. They allow youth to design, develop and implement a service project by taking ownership of an issue, proposing a solution, recruiting their peers and implementing it at the local level. Micro-grant projects typically last three months. April 5: Mr. Morneau and Mr. Trudeau have a discussion Mr. Trudeau and Mr. Morneau briefly discussed a potential student support package of programs and benefits during an April 5 telephone call. According to Mr. Trudeau, he was told the Department of Finance was examining options to support students given the likely loss of summer employment. One of the options was the idea of the Canada Service Corps playing a role in enabling young people to assist in essential service response. Mr. Trudeau added that the Minister of Finance's office and the public service took the lead in developing the details of the student aid package. While members of the Prime Minister's Office were engaged as the programs were developed, they were not leading the effort. This was consistent with the documentation submitted to this Office. Mr. Morneau stated that on April 6, he asked his ministerial team and the Deputy Minister of Finance, Mr. Paul Rochon, to engage with officials across the Government and develop different options to support students. Documentary evidence shows that Mr. Morneau's ministerial staff engaged with the Prime Minister's Office and Ms. Chagger's office. Department of Finance officials began engaging with ESDC officials on the idea of expanding the Canada Service Corps. According to Ms. Michelle Kovacevic, Assistant Deputy Minister, Department of Finance, her department's role was to develop the policy parameters for a funding decision relating to student support measures. Ms. Kovacevic testified that while the Minister's office does not draft decisions, it does assist the Department in ensuring it has accurately captured what the Minister has instructed to be included in a policy. April 7 to April 10: WE's Social Entrepreneurship proposal According to the documentation provided, WE had been developing a proposal for a Social Entrepreneurship program prior to the pandemic. On April 7, Mr. Craig Kielburger spoke with the Honourable Mary Ng, Minister of Small Business, Export Promotion and International Trade, to introduce WE's Social Entrepreneurship program proposal. Following their call, Mr. Kielburger submitted the proposal to Ms. Ng's office on April 9. The proposal, which had been tailored to meet the new reality of the COVID-19 pandemic, sought to serve 8,000 young Canadians over a 12-month period. It included three components: a 10‑week digital program providing entrepreneurship expertise and support in the era of COVID‑19; a mentorship program linking entrepreneurs with several hundred experts from established companies; and a base payment to all participants, which also included access to additional incentive funds and long-term mentorship opportunities. The proposal offered three cost levels: $6 million, $11 million and $14 million. In an email reply to Mr. Kielburger, Ms. Ng's staff indicated to him that they would review the proposal and get back to him. WE's Social Entrepreneurship proposal was also shared with the Minister of Finance's office. As part of a broader outreach to organizations outside government, Mr. Singh spoke with Ms. Sofia Marquez, then Director of Government and Stakeholder Relations with WE, on April 8. During the call, Ms. Marquez indicated that WE had moved much of its work online and spoke of a social entrepreneurship summer program the organization was developing. Ms. Marquez explained that WE had the ability to track hours, manage different participants and make payments, and would be using these tools when implementing the proposal. Mr. Singh informed Ms. Kovacevic of his conversation with Ms. Marquez and of WE's ability to track volunteer hours. Mr. Singh testified that he believed, at the time, that the Government could use WE's ability to track hours to fill a void in their service delivery. On April 9, Ms. Marquez emailed the Social Entrepreneurship proposal to Mr. Singh, who informed Ms. Marquez that they should continue to engage with Ms. Ng's office and keep him informed of any progress. On April 10, Mr. Kielburger emailed Mr. Morneau and Ms. Chagger, separately, to inform them of his discussion with Ms. Ng and included a copy of the proposal he had shared with Ms. Ng. According to Mr. Morneau, he read Mr. Kielburger's email but did not read the attached proposal as it was not his practice to read documents sent to him from outside organizations. I found no evidence indicating Mr. Morneau responded to Mr. Kielburger's email or took any action at this time. According to Ms. Chagger, she did not speak to Mr. Morneau or to any other Cabinet colleague about WE's Social Entrepreneurship proposal. I did not find any evidence to the contrary. April 14 and 15: Mr. Morneau and Mr. Trudeau receive updates On April 14, Mr. Morneau received a briefing by Department of Finance officials on student support measures. On April 15, Mr. Trudeau received, at his request, the same briefing from Mr. Morneau's staff and Department of Finance officials. Mr. Trudeau was given further details on the Department of Finance's idea of incenting as many youths as possible to national service. He was told that this new measure would be positioned as a stream of the Canada Service Corps. Ms. Kovacevic testified that, during the April 15 briefing, she recalled Mr. Trudeau was generally in agreement with the way the Department of Finance had positioned the youth volunteering policy. Mid-April: ESDC and Department of Finance officials begin discussing a national service initiative and volunteer matching platform Following Mr. Trudeau's briefing, officials with the Department of Finance and ESDC began having discussions on implementation options for a new youth national service program, as developing the model for the program fell within the latter's responsibility. Ms. Chagger's office was also engaged as needed. In mid-March, at the request of Ms. Chagger's office, ESDC officials had drafted a proposal to expand the micro-grants program of the Canada Service Corps. The proposal was shared with Ms. Kovacevic on April 15. In an April 15 email from Ms. Kovacevic to two ESDC officials, including Ms. Rachel Wernick, Senior Assistant Deputy Minister, Ms. Kovacevic wrote that the Department of Finance had already earmarked funds to expand the Canada Service Corps' micro-grants, and that ESDC officials needed to think of something bigger in order to reach as many youth as possible. Ms. Kovacevic suggested leveraging the service stream of the Canada Service Corps and the Volunteer Canada platform to receive more submissions for volunteer matching, adding that Mr. Trudeau had been supportive of the idea. Ms. Kovacevic also raised the possibility of providing youth with bursaries in recognition of their service. Ms. Kovacevic informed Ms. Wernick that, in a matter of days, Mr. Trudeau would likely make an announcement relating to student support measures and that they needed to determine what could be done. Ms. Wernick replied that she understood Ms. Kovacevic's reference to the Volunteer Canada platform to mean that the interest was in offering youth short, one-off volunteering activities that could assist in the COVID-19 pandemic. Ms. Wernick explained to Ms. Kovacevic that the Canada Service Corps provided micro-grants for project proposals undertaken by youth with other youths, and that service activities under the Canada Service Corps were more intense than ad hoc service opportunities with a short duration. Ms. Wernick also informed Ms. Kovacevic that they needed to be realistic on how much more they could expand the micro-grants of the Canada Service Corps given the limitations of the third party responsible for disbursing the micro-grants to recipients, and the fact that many of the not-for-profits were closed because of the pandemic. The documentary evidence shows that ESDC officials had contacted the third party in early April to inquire about its capacity to expand and had been told the organization could provide a total of 7,200 micro-grants and that they would take three months to put into place. In the same email conversation, Ms. Wernick advised Ms. Kovacevic against using Volunteer Canada's online platform as it had limitations. Instead, Ms. Wernick suggested a web-based matching service using the Government's Job Bank platform with promotional assistance from an organization, like WE, that could leverage its social media following to direct youth to the government site where they could sign up to volunteer. Ms. Wernick wrote that officials would reach out to WE. Ms. Wernick testified that it was her previous experience with WE that led her to suggest the organization. In the context of the design phase of the Canada Service Corps in 2018, ESDC's Skills and Employment Branch entered into a contribution agreement with WE, which was asked to explore incentive models to encourage youth to participate in service that included a particular emphasis on digital supports and innovative ways of reaching youth. Ms. Wernick also testified that ESDC officials had learned through their experience with Volunteer Canada's Pan-Canadian Volunteer Matching Platform that although a youth-based program could be developed, it did not mean that there would be uptake. According to Ms. Wernick, from 2017 to 2019, Volunteer Canada had received funding from the Government to develop a platform that would serve as a one-stop shop for youth to access volunteer opportunities across Canada. The organization built a database with 80,000 opportunities, however, there was very limited uptake by youth, due in part to a lack of social media integration. This was the reason for her suggestion of using an organization such as WE which, according to Ms. Wernick, had a proven track record of successfully engaging with youth. Ms. Kovacevic replied to Ms. Wernick that if there was something with WE that could be done, ESDC officials should propose it. Ms. Kovacevic testified that she understood the purpose of contacting WE at that time would be to see about tapping into their youth network to drive youth to the Government's volunteer matching platform. Ms. Kovacevic also testified that given the very tight timelines and the amount of program development left to do, if involving WE or any other organization could assist the Government in realizing their ambitious program, she wanted officials to propose it. Following her discussions of April 15 and 16 with Ms. Kovacevic, Ms. Wernick and ESDC officials began exploring various options and evaluating the Government's infrastructure for a volunteer matching platform. They sought to determine the Government's ability to quickly build a function to track volunteer hours; the capacity of the third party responsible for administering the Canada Service Corps micro-grants program to expand, and the capacity of various not-for-profit groups to track service hours and disburse the bursaries. Ms. Wernick testified that ESDC officials tried to respond very quickly to the Government's desired options as they had been expressed to them by Department of Finance officials. April 17: Ms. Chagger speaks with WE According to documentary evidence, after meeting Ms. Chagger during a December 2019 WE Day event in Ottawa, Mr. Craig Kielburger contacted her in early February 2020 and requested a meeting in order to discuss WE's work and its desire for further collaboration with the Government. As a result of the request, a meeting was scheduled for April 17. In preparation for the meeting, ESDC officials provided Ms. Chagger with a briefing note. The note indicated that ESDC had recently received the Social Entrepreneurship proposal from WE which proposed to create an online educational learning platform focused on service and volunteerism. Documentary evidence shows that the Director General of the Canada Service Corps spoke with Ms. Marquez in order to receive further information on WE's proposal. According to the briefing note, WE's proposal offered several areas for future collaboration, some of which could be tailored to address immediate needs of youth because of the pandemic. As a speaking point, it was suggested that Ms. Chagger indicate to Mr. Kielburger that she would ask her officials to reach out to learn more about the proposal, which could address immediate needs of youth as a result of the pandemic. Ms. Chagger and Mr. Kielburger spoke on April 17, at which time Mr. Kielburger and Ms. Marquez presented WE's Social Entrepreneurship proposal. Following their meeting, Ms. Chagger asked her staff if WE's Social Entrepreneurship proposal was being considered. Her staff contacted staff in Ms. Ng's office to inquire about Ms. Ng's thoughts on the proposal. Ms.​ Ng's staff advised that WE's proposal was under evaluation and that neither Ms. Ng nor her staff had yet spoken to Mr. Kielburger about the proposal. April 18: Mr. Morneau is briefed on the student aid package On April 18, Department of Finance officials updated Mr. Morneau on the current development of the new national service program. According to Mr. Morneau, officials raised the prospect of a partnership with the private sector or not-for-profit sector in order to disburse the bursaries and mentioned WE, among other organizations, as an example of a group already doing similar work. In an April 17 draft memorandum from the Department of Finance to Mr. Morneau, no third-party partner was proposed. Ms. Kovacevic testified that during the briefing, Mr. Morneau requested that youth receive a grant rather than a bursary for their service and suggested the use of a private corporation to disburse the grants. Following her briefing with Mr. Morneau, Ms. Kovacevic testified that ESDC officials informed her that disbursing grants instead of bursaries would require an organization to issue the grants because the Government had reached its capacity with the disbursement of the Canada Emergency Response Benefit and Employment Insurance. Ms. Wernick testified that the involvement of a private corporation was less than ideal. Rather, an organization with experience with youth would be preferable to ensure the success of the program. According to documentary evidence, at that time ESDC officials were exploring the possibility of having university groups disburse the bursaries or grants given that the purpose of the new national service program was to assist youth in paying for post-secondary education. April 19: ESDC official contacts WE As ESDC officials continued to evaluate the Government's infrastructure and capacity to run and populate a volunteer service matching platform, Ms. Wernick sent an email to Mr. Kielburger indicating that the Government was working on something that might be of interest to WE. Ms. Wernick wrote that there was a small window of opportunity to influence thinking and that she would greatly benefit from Mr. Kielburger's insights. They spoke shortly thereafter. Ms. Wernick testified that the purpose of her call with Mr. Kielburger was to share the broad terms of the Government's goal of a summer youth service program and to get his reaction as an expert in the area of youth service. They also discussed the current challenges of not-for-profit organizations during the COVID-19 pandemic. According to Ms. Wernick, Mr. Kielburger indicated that because of the pandemic, volunteering opportunities, which were traditionally done in person, would now have to be completed online. Small not-for-profits with little digital capacity would require support. It was at this time, according to Ms. Wernick's testimony, that Mr. Kielburger mentioned WE's Social Entrepreneurship proposal. According to her notes of the call, Mr. Kielburger said that their Social Entrepreneurship proposal could be merged with a national service initiative and expanded. In a June 12 recorded videoconference between Mr. Marc Kielburger and several other participants from various Canadian youth organizations, Mr. Kielburger stated to attendees that the Prime Minister's Office had contacted WE the day after Mr. Trudeau's announcement on student support measures. According to Mr. Kielburger's statement in the video, they inquired whether the organization would be interested in assisting with the implementation of the new CSSG. Mr. Kielburger later stated that he had incorrectly referred to the Prime Minister's Office and that the outreach had come from ESDC officials. In his affidavit, Mr. Kielburger confirmed that he had incorrectly identified the timing of that call as the week of April 26. Rather, the call in question was Mr. Craig Kielburger's April 19 call with Ms. Wernick. This is consistent with both the documentary evidence and Ms. Wernick's testimony. Mr. Rick Theis, Director of Policy and Cabinet Affairs in the Prime Minister's Office, confirmed that he did not have contact with WE representatives, nor was he aware of anyone else in the Prime Minister's Office having had contact with them at that time. There is no documentary evidence to suggest otherwise. Following her call with Mr. Kielburger, Ms. Wernick debriefed her departmental officials and Ms. Kovacevic on her call with Mr. Kielburger. In an email to staff in Mr. Morneau's office, Ms. Kovacevic indicated that ESDC officials believed that the Government might be able to use WE as the volunteer‑matching third party and use the Government's online infrastructure as the payment mechanism. After being briefed by Ms. Kovacevic, Mr. Singh emailed Mr. Morneau to inform him that officials with ESDC and the Department of Finance had decided to bring WE “into the fold" as the third party to administer the grants and lead the volunteer matching platform. He wrote that he was strongly supportive and had been engaging with WE. However, Ms. Kovacevic testified that no decision about WE was made at this time. April 19: ESDC's initial proposal for a national service program is shared Following Ms. Wernick's April 19 call with Mr. Kielburger, and after completing an analysis of the Government's infrastructure and capacity to run and populate a volunteer matching platform, ESDC officials drafted a proposal for a modest expansion of the Canada Service Corps, with up to 15,000 micro-grants. It included the proposed development of the I Want to Help website, a web-based volunteer matching platform and a program rewarding hours volunteered. As a consideration, it was noted in ESDC's proposal that to enhance the reach of more youth, ESDC would explore the potential for youth-serving organizations to direct more youth to the platform, including through its social media channels. WE served as an example of an organization that had a large social media following. The proposal suggested that large numbers of not-for-profits were closing their doors and that many were operating with limited resources. As a result, supporting the integration of volunteers would require time and resources that were already stretched. Furthermore, post-secondary aged youth would likely be more interested in—and gain more meaningful experience from—structured volunteering opportunities rather than opportunities that involved unskilled manual labour. However, those types of opportunities would require more support from the volunteer organization. As a result, ESDC officials suggested using WE's Social Entrepreneurship proposal of 8,000 placements to populate the volunteer matching platform as it would provide more meaningful learning experiences for students and would draw on medium and large businesses rather than taxing not-for-profit organizations. Ms. Wernick testified that given the sense of urgency to develop a suitable program, ESDC officials believed that some of the structure of WE's Social Entrepreneurship proposal could be adapted and used towards the expansion of the Canada Service Corps' micro-grants program. Ms. Wernick also testified that ESDC officials believed that WE could assist both youth and not-for-profits in delivering digital service opportunities. On April 19, Ms. Wernick shared ESDC's proposal, along with WE's Social Entrepreneurship proposal, with another ESDC official and with Ms. Kovacevic, who then forwarded Ms. Wernick's email to Mr. Singh. April 20: WE contacts the public service following its call with Ms. Chagger On April 20, Ms. Marquez emailed the Director General of the Canada Service Corps, who had contacted her in preparation for Ms. Chagger's April 17 call with WE, to provide an update of the call. In her email, Ms. Marquez wrote that Mr. Kielburger had provided Ms. Chagger an overview of WE's current COVID-19 digital programming for service learning and mental well-being. According to Ms. Marquez, Ms. Chagger expressed an interest in exploring ways to adapt the Social Entrepreneurship proposal to include a service component. Ms. Chagger also suggested that WE consider opening a service stream for youth who were not well supported through virtual mentorship at that time and who were looking for micro-grants to advance their projects. According to Ms. Marquez, as a next step, Ms. Chagger expressed her willingness to connect WE with her staff and identify tangible ways to move the opportunity forward. Ms. Marquez wrote that she had shared WE's proposal with several officials, including Ms. Wernick, and that she had yet to hear back from anyone. The Director General forwarded Ms. Marquez's email to Ms. Wernick and asked if they should follow up. In her reply, Ms. Wernick instructed the official to inform Ms. Marquez that things were still evolving. Ms. Wernick further wrote that the matter was in the hands of Department of Finance officials who needed to indicate whether there was interest prior to involving WE. April 19 to April 21: WE contacts Mr. Morneau's ministerial staff On April 19, following Mr. Kielburger's discussion with Ms. Wernick, Ms. Marquez emailed Mr. Singh and another staff member from Mr. Morneau's office to indicate that they had been approached by a senior ESDC official regarding a potential youth funding announcement, likely under the Canada Service Corps. Ms. Marquez also noted that the program seemed rushed and uncoordinated, but that nonetheless she believed WE could help. In his reply, Mr. Singh apologized for any confusion the conversation with Ms. Wernick may have caused. He also raised WE's Social Entrepreneurship proposal, indicating that he had heard from Ms. Wernick that WE could increase the 8,000 placements as well as the number of participants. Mr. Singh asked how much it would cost to increase the 10-week digital program to 20,000 placements and asked that Ms. Marquez relay to him the specifics. In an April 20 email to Ms. Kovacevic, Mr. Singh informed her that he had spoken with the team at WE and that they were happy to rework their original Social Entrepreneurship proposal into a summer program, offering 20,000 service positions for $12 million, to fully meet the objective of a national service initiative. He wrote that he had spoken to WE at a high level on the need for a third party to administer a monetary incentive, should the Government decide to provide one. Ms. Kovacevic testified that she understood Mr. Singh's email to mean that he believed the opportunities offered through WE's Social Entrepreneurship proposal could be used to populate the I Want to Help volunteer matching platform. However, Mr. Singh testified that he asked WE to rework its proposal as a concept exercise allowing the Government to understand how a national service program could be administered, particularly the tracking of completed volunteer hours. In his email, Mr. Singh also noted that WE would provide a new proposal shortly and that as soon as policy approvals were received, ESDC should reach out and bring the organization “into the fold." Ms. Kovacevic thanked Mr. Singh for keeping the relationship with WE “strong." When asked what she meant by her comment, Ms. Kovacevic testified that, to the best of her recollection, she believes it may have been due to a worry of having limited options and wanting to ensure that the Government nurtured that relationship. In an early morning email on April 21, Ms. Marquez submitted to Mr. Singh WE's new Youth Summer Service proposal. In her email, Ms. Marquez stated that the proposal offered to turn the 10‑week digital program from their original Social Entrepreneurship proposal into a national digital service program which would enable 20,000 young Canadians to engage in summer service placements and projects during the COVID-19 crisis, at a cost of $12 million. Mr. Singh testified that he did not assess or analyze the new proposal nor did he speak with Mr. Morneau about the proposal. Mr. Singh then forwarded WE's Youth Summer Service proposal to staff in the Prime Minister's Office. Mr. Singh also testified that he did not speak to staff in the Prime Minister's Office about WE's new proposal. April 21: Mr. Morneau is briefed on the Canada Student Service Grant On April 19, Department of Finance officials provided Mr. Morneau with a draft memorandum relating to the proposed student support measures, which included four funding notes (annexes 1 to 4) for the Minister of Finance's approval and supporting materials for information purposes only (annexes 5 to 9). On April 20, the memorandum and related annexes were shared with officials in the Privy Council Office and staff in the Prime Minister's Office. On April 21, Mr. Morneau received a briefing from Department of Finance officials on the draft April 19 memorandum and the nine annexes. Annex 1: Expansion of youth employment and job skills programming The note related to a broader expansion of existing federal programs, such as the Canada Service Corps, by increasing youth volunteer activities and the number of micro-grants available through the Canada Service Corps, and creating the I Want to Help volunteer matching platform to support broader efforts to help young people pursue national service opportunities. As a consideration, it was noted that to enhance the volunteer matching platform's reach to more youth, ESDC would explore the potential help of youth-serving organizations, including through their social media channels. WE was offered as an example of an organization with a large social media following. It was recommended that Mr. Morneau approve $112 million to expand the Canada Service Corps, which included $2 million to support the I Want to Help volunteer matching platform. Annex 4: The Canada Student Service Grant This note related to the new CSSG, a proposal to incentivize youth and students to volunteer and contribute to the COVID-19 response and to address areas of need in their communities. According to the document, the call-to-action would be accompanied by the launch of the new I Want to Help volunteer matching platform, which would support broader efforts to help young Canadians pursue national service positions, as outlined in Annex 1 relating to the Canada Service Corps. The note also outlined the potential benefits and drawbacks of launching the program during the summer. It noted that a late summer launch would provide more time to make decisions about the delivery mechanism and related options. However, given the limited alternatives and the interest in quickly rolling out the CSSG, a third party to administer the grants was deemed the best option. Officials stated that the delivery agent should be partnered with an organization knowledgeable about the volunteer sector, such as WE. Department of Finance officials noted that further work on Annex 4 was required because of significant concerns with the target beneficiaries, the potential cost, and how the program compared to other proposed youth measures. Department of Finance officials recommended that if there was an interest in a near-term announcement, only basic information about the grant should be given. They also recommended setting aside $900 million for the initiative based on preliminary estimates and an additional $100 million for the implementation and the associated costs of a broader portal and public awareness campaign. Officials noted that should Mr. Morneau agree with the recommendation, they would work to scope the delivery mechanism and seek a funding decision on outstanding elements, including how a third party would be selected and the approximate cost to administer the grant. On April 21, Mr. Morneau signed the decision page approving Annex 1, and verbally approved the recommendation to set aside funds for the program as set out in the decision page relating to Annex 4. Annex 9: WE's Social Entrepreneurship proposal As part of the supporting information to the memorandum, Department of Finance officials included WE's original Social Entrepreneurship proposal that had been submitted to Ms. Ng on April 9. The Department of Finance advised that given the interest in encouraging youth to contribute to the COVID-19 response, it was assessing the proposal in the context of the CSSG option outlined in Annex 4 as well as the Canada Service Corps' proposed volunteer matching platform outlined in Annex 1. It was the Department of Finance's view that there might be merit in a phased approach to the implementation of a broader service initiative, given public health constraints. The note indicated that a more fulsome briefing could follow should Mr. Morneau be interested in further analysis of the proposal. According to Mr. Morneau, to the best of his knowledge, this was the first time WE was identified in his briefing materials related to student support measures. Ms. Kovacevic's testimony corroborated Mr. Morneau's version of events. Ms. Kovacevic testified that given time constraints, WE's Social Entrepreneurship proposal had not been analyzed or assessed at that time. According to Ms. Kovacevic, Mr. Morneau was not given any details about the proposal during his briefing. He was simply informed that they had received the proposal. Mr. Morneau stated that he did not make any decision in relation to the Social Entrepreneurship proposal. Nothing in the documentary evidence indicates that Mr. Morneau approved or provided direction on this initiative. Ms. Kovacevic further testified that Mr. Morneau did not give any instructions regarding WE during the briefing, he did not request a further briefing on the Social Entrepreneurship proposal, nor did he ever mention the proposal to her.​ Ms. Kovacevic said that it was following her briefing to the Minister that she realized they had failed to ask Mr. Morneau his intentions for the Social Entrepreneurship proposal. In an email to Mr. Singh seeking confirmation of Mr. Morneau's decisions, Ms. Kovacevic also inquired whether the Department of Finance should set aside funding for the proposal. Mr. Singh replied that he was still waiting for confirmation from the Prime Minister's Office, but that they should put in a $12 million placeholder, and forwarded to Ms. Kovacevic WE's new Youth Summer Service proposal, which Ms. Marquez had forwarded to him earlier that day. Mr. Singh testified that he did not receive any confirmation from Mr. Morneau or the Prime Minister's Office on WE's Social Entrepreneurship proposal and that he himself made the decision to have Ms. Kovacevic include a statement in the Annex 4 that the proposal had been approved for funding by Mr. Morneau. When asked if WE's Youth Summer Service proposal had been presented to Mr. Morneau during the briefing, Ms. Kovacevic stated that at that time she had not read either of WE's proposals and as such would not have given the Minister any details. Having not analyzed or assessed WE's original Social Entrepreneurship proposal or read its new Youth Summer Service proposal, it would appear that Department of Finance officials were not aware at that time that they were two distinct proposals. According to the Privy Council Office, shortly after Mr. Morneau's April 21 briefing, a senior official with the Department of Finance communicated to Privy Council Office officials the understanding that Mr. Morneau had approved funding for WE's Social Entrepreneurship proposal. The Privy Council Office was unable to provide a record of this communication. On the evening of April 21, Ms. Kovacevic forwarded to Mr. Singh the Decision page for Annex 4, which included the Minister's approval to set aside $900 million for the CSSG and a provisional line for $12 million for WE's Social Entrepreneurship proposal. Ms. Kovacevic testified that the recommendation to fund the proposal was included in the Annex 4 with the understanding that it could be taken out if Mr. Morneau was not in agreement. A notional line for $12 million for WE was also included in the budget breakdown of the CSSG and communication products that were drafted in support of Mr. Trudeau's upcoming announcement relating to student support measures. Mr. Singh admitted that the provisional line of $12 million for the Social Entrepreneurship proposal should not have been included and, given that he had not received confirmation to include it from either the Prime Minister's Office or from Mr. Morneau, he should have ensured that it had been removed prior to the annex being shared with the Privy Council Office. Mr. Singh testified that they were moving at a very fast pace and that it was a mistake for which he took responsibility. According to Mr. Morneau, he never saw the version of Annex 4 with the statement that WE's Social Entrepreneurship proposal be funded. This is consistent with Ms. Kovacevic's testimony as well as documentary evidence which shows that Mr. Singh requested to his colleagues in the Minister's office that Annex 4 be held and that it not be sent to Mr. Morneau as it required additional work. Ms. Kovacevic admitted that given the speed at which they were moving, mistakes were made. According to Ms. Kovacevic, in a normal process, a minister would have signed off on any funding decision prior to an announcement rather than simply give verbal approval, meaning there would have been written confirmation of the decision. April 21: Mr. Trudeau is briefed on the student support measures On April 21, Mr. Trudeau was briefed by his staff on the April 19 draft memorandum and supporting annexes relating to the student support measures prepared by the Department of Finance for Mr. Morneau. According to Mr. Trudeau, there was still no mention of WE playing a role, as far as he was aware. Mr. Trudeau's impression remained that the Canada Service Corps would likely be expanded to help deliver the program. Mr. Trudeau hoped that the Canada Service Corps' development could be accelerated if it was made responsible for the CSSG. Mr. Trudeau did not recall reading Annex 9 relating to the Social Entrepreneurship proposal, or otherwise being made aware of it during the April 21 briefing. Mr. Theis, who participated in the briefing, testified that Mr. Trudeau was given the broad concept of the national service program: that a student who did not qualify for the Government's new Emergency Relief Benefit could apply for and receive a stipend for completing a pandemic-related volunteering activity. Mr. Theis said that the program concept had not yet been developed. Mr. Theis said that WE's potential participation was not mentioned during the briefing, nor was WE's Social Entrepreneurship proposal. Mr. Theis further testified that neither Mr. Trudeau nor his Chief of Staff, Ms. Katie Telford, gave any instructions relating to WE's involvement in the new national service program. On April 21, Ms. Chagger's staff received their first briefings from ESDC officials, Mr. Morneau's office and the Prime Minister's Office on the student support measures that would be announced the following day. ESDC officials gave details on the I Want to Help volunteer matching platform and the expansion of the Canada Service Corps. Staff from Mr. Morneau's office and the Prime Minister's Office both provided Ms. Chagger's staff with an overview of the overall support measures relating to youth, and the new monetary incentives that would be offered for completed national service. According to documentary evidence, staff then briefed Ms. Chagger. April 22: Mr. Trudeau announces student support measures On April 22, 2020, Mr. Trudeau announced a series of proposed measures to provide financial assistance to post-secondary students and recent graduates in response to the COVID-19 pandemic. Among them was the new CSSG, which would provide up to $5,000 to eligible students who volunteered during the summer in support of the COVID-19 response. He also announced a new I Want to Help web‑based volunteer matching platform by ESDC, which would allow students to find volunteer opportunities to contribute to the COVID-19 response in their community. According to Mr. Morneau, although his office was not primarily responsible for developing the CSSG, his staff remained involved in the file following Mr. Trudeau's announcement because of his office's responsibility to track appropriate allocation of funding. Documentary evidence shows that Mr. Singh continued to engage across the Government and with WE representatives on the CSSG project. April 22: Mr. Craig Kielburger submits WE's new Youth Summer Service proposal Following the Prime Minister's announcement, Mr. Craig Kielburger sent WE's Youth Summer Service proposal, which Ms. Marquez had originally sent to Mr. Singh on April 21, to several government officials, including Ms. Wernick and the Privy Council Office, as well as several ministers such as Mr. Morneau, Ms. Ng and Ms. Chagger, the Office of the Deputy Prime Minister, and the Office of the Minister of Innovation, Science and Industry. Staff in the Prime Minister's Office also received the proposal from the Privy Council Office. The Prime Minister's Office had previously been forwarded a copy by Mr. Singh on April 21. In his email, Mr. Kielburger wrote that WE's new Youth Summer Service proposal included a three-month summer opportunity to engage 20,000 young people to participate in service projects, while allowing them to earn a stipend to fund their post-secondary studies or personal needs. Mr. Kielburger also included WE's original Social Entrepreneurship proposal which, according to Mr. Kielburger, could be implemented alongside the Youth Summer Service proposal or as a second stream. On the same day, Ms. Marquez resubmitted WE's two proposals to Mr. Singh. Ms. Marquez indicated that Mr. Kielburger had shared them with several ministers that morning. Mr. Singh forwarded Ms. Marquez's email to Ms. Kovacevic and provided introductions. In his email, Mr. Singh informed Ms. Kovacevic that he and Ms. Marquez had spoken earlier that day about the 20,000 positions proposed in WE's new Youth Summer Service proposal that could help launch the CSSG. Mr. Singh further wrote that he hoped Ms. Kovacevic would quickly touch base with Ms. Marquez. April 23: ESDC begins discussions with WE Ms. Wernick testified that it was following Mr. Trudeau's announcement, on April 23, that ESDC officials learned about the new CSSG program in greater detail from Ms. Kovacevic and other Department of Finance officials. According to Ms. Wernick, the proposed program was very ambitious and much bigger than what ESDC officials had initially proposed with the Canada Service Corps expansion. Ms. Kovacevic asked ESDC officials to put forward a proposed design and delivery plan for the CSSG, with a mid-May 2020 launch. Ms. Wernick testified that because the CSSG was to be a summer program launching in mid‑May, officials with ESDC and the Department of Finance determined that the involvement of a third party to administer the entire program was necessary. Ms. Wernick added that in order to provide service opportunities to as many youth as possible, it would not be feasible for the Government to deliver this program in a timely manner. Ms. Wernick also testified that it was at this time that WE was identified as a potential administrator for the CSSG as the organization had the capacity to pay the grants, and the organization had submitted its Youth Summer Service proposal which could potentially be used as the basis for the CSSG. Following their discussion of April 23, Ms. Kovacevic informed Ms. Wernick that the Minister of Finance's office confirmed that ESDC officials should be “courting" WE. However, they should not announce any confirmation of funding for their Youth Summer Service proposal as the Prime Minister had not yet signed off on the matter. Ms. Wernick testified that she took Ms. Kovacevic's email as a green light to begin discussions with WE on their possible administration of the CSSG. Ms. Kovacevic testified that given Mr. Morneau had only approved the $900 million set aside for the CSSG, and that no other specifics had been approved, Ms. Wernick should not make any commitments while speaking with WE. On April 24, Ms. Wernick and Ms. Kovacevic spoke with Mr. Kielburger and Ms. Marquez. The government officials gave details about the new CSSG and asked that WE submit a full proposal to administer the program, which would include additional details such as an implementation plan, a budget and timelines. Documentary evidence shows that ESDC officials began working closely with WE to develop a large-scale proposal pursuant to which WE would be tasked with the sole administration of the CSSG, subject to the approval of Ms. Chagger. April 26: Mr. Morneau has a discussion with Mr. Craig Kielburger According to Mr. Morneau, as part of outreach efforts to not-for-profit organizations and businesses to discuss the impact of the pandemic on their sectors, he contacted Mr. Craig Kielburger on April 26. Mr. Morneau indicated that he and Mr. Kielburger did not discuss the CSSG or WE's Social Entrepreneurship proposal. Mr. Kielburger stated that he and Mr. Morneau mostly spoke of the effects of the pandemic on the not-for-profit sector and discussed the pandemic itself. Mr. Kielburger noted that he raised in passing his discussion with Ms. Ng about the Social Entrepreneurship proposal. Following their call, Mr. Kielburger emailed Mr. Morneau, thanking him for the call, and sent him two documents relating to the pandemic that Mr. Kielburger had referenced during their conversation. Mr. Kielburger did not raise the Social Entrepreneurship proposal in the email. Mr. Kielburger confirmed that he did not have any further discussions or communications relating to the Social Entrepreneurship proposal with Mr. Morneau following their April 26 call. On April 27, Ms. Kovacevic wrote to Ms. Wernick: “I know that my min has been speaking with WE. Lots of convo going on. There is huge interest from my end." Ms. Kovacevic testified that her reference to “my min" was a reference to the many discussions between Mr. Singh and Ms. Marquez taking place during that time. However, she testified that she did not believe Mr. Singh was attempting to engineer WE as the administrator of the CSSG. Ms. Kovacevic further testified that at no time during their briefings did Mr. Morneau speak about WE. According to Ms. Kovacevic, Mr. Morneau's priority was about the pandemic and about quickly putting measures into place that would support youth. April 28: ESDC develops the CSSG proposal On April 28, ESDC officials provided Ms. Chagger's office with a proposed design and delivery plan of the expansion of the micro-grants program of the Canada Service Corps and the CSSG. With respect to the CSSG, the proposal recommended three elements: a service grant for youth who volunteered; the creation of the I Want to Help portal to help youth find service placements and volunteer opportunities and track the hours volunteered; and a third party to disburse the grants. With respect to the I Want to Help portal, the proposal outlined that ESDC did not have, at that time, the capacity to collect and translate the volunteer opportunities and verify their quality prior to the release of the online platform. As such, it was recommended that identification and validation of volunteer opportunities be undertaken by a third party. Leveraging networks across the country, the third party would rapidly compile volunteer opportunities and turn them into a database that it could also monitor for quality control purposes. The proposal also noted that distribution of funds created significant challenges for ESDC as there was no mechanism in place at that time to deliver this type of a grant directly to a large number of youths. According to the proposal, there would also be legal and authority issues associated with direct payment of grants directly by ESDC. As a result, for speed and simplicity of delivery, it was recommended that a third-party organization administer and disburse the grants. The proposal outlined the three areas where a third party was required to ensure a mid-May launch: grant administration, creating additional service placements, and supporting the platform by seeking and vetting new opportunities. The proposal noted that while various third-party options were being considered, there were few organizations who were able to perform all three functions or had the necessary expertise to work with youth. ESDC officials noted that WE had put forward a proposal that aligned with the CSSG model. Specifically, WE was in a position to help provide 20,000 placement opportunities, assist in populating the portal by working with its network to seek new opportunities, perform a clearinghouse function and vet opportunities based on the criteria provided, and administer the grants to each recipient. April 30: The CSSG proposal is discussed at a “four corners" meeting On April 30, Privy Council Office officials organized a “four corners" meeting to discuss the CSSG. Mr. Theis testified that he requested the meeting in order to receive a briefing from officials on their plan for the implementation of the CSSG. Participants included officials from the Department of Finance, ESDC and the Privy Council Office, as well as ministerial staff from the Prime Minister's Office and Ms. Chagger's office. In preparation for the discussion, ESDC officials provided the CSSG proposal and a document of key issues for discussion in relation to the CSSG. The document outlined the eligible individuals and service opportunities, the I Want to Help volunteer matching platform and the grant amounts and payments. According to the notes taken by Privy Council Office officials and the minutes of the meeting, attendees asked questions relating to the eligibility of participants, equity concerns, and the various grant levels depending on hours of service completed. No questions relating to WE's administration of the CSSG were raised during the meeting. April 29 to May 1: Mr. Morneau's staff advocate for WE's Social Entrepreneurship proposal Documentary evidence shows that while Mr. Kielburger and Ms. Marquez worked with ESDC officials to develop a proposal for the administration of the CSSG, they continued to seek funding for their original Social Entrepreneurship proposal. Records also show that Mr. Singh assisted Ms. Marquez in accessing ministerial offices by introducing her to staff members and giving the contact information of ministerial staff, such as staff in Ms. Chagger's office and the Prime Minister's Office. On April 29, Ms. Marquez emailed a staff member in Ms. Chagger's office requesting a meeting to discuss the possibility of receiving funding for their original Social Entrepreneurship proposal, indicating that Mr. Singh had provided her with the contact information. Ms. Chagger's staff forwarded Ms. Marquez's email to Mr. Singh and asked him about the purpose of the referral. In his reply, Mr. Singh spoke of WE's Social Entrepreneurship proposal and suggested it could be incorporated into current endeavours relating to the Canada Service Corps and the CSSG. Ms. Chagger's staff replied to Mr. Singh that they did not see a role for the Social Entrepreneurship proposal. According to Ms. Chagger, the subject of the proposal fell outside her ministerial portfolio and no further action was taken by her office. There is no documentary evidence to suggest otherwise. In a May 1 email to Mr. Singh, a staff member in Ms. Ng's office wrote that they had spoken with Mr. Kielburger the previous day and that Mr. Kielburger indicated that the Finance Minister's office was supportive of the Social Entrepreneurship proposal. Ms. Ng's staff asked Mr. Singh for some context. In his reply, Mr. Singh confirmed that WE's original Social Entrepreneurship proposal had the support of the Minister of Finance's office. He also wrote that the proposal would be useful for the next phase of the pandemic response and asked whether there was an existing policy or program to help house the proposal in Ms. Ng's department or if a new framework would need to be developed. Ms. Ng's staff informed Mr. Singh that officials had conducted an analysis of the proposal and felt that it was more geared towards ESDC. Ms. Ng's staff further wrote that they would take Mr. Singh's feedback on the proposal and discuss it with their colleagues. It does not appear that Ms. Ng's office took any further steps with respect to WE's Social Entrepreneurship proposal. Mr. Singh testified that he was speaking on behalf of the Finance Minister's office when he told Ms. Ng's staff that the proposal had its support. According to Mr. Singh, while Mr. Morneau had not given his support of WE's proposal, nor had he given Mr. Singh any direction with respect to the proposal, he had raised with Mr. Singh the importance of having as many youth as possible involved and gaining work experience. Mr. Singh believed WE's proposal offered a good program which could have a meaningful impact for young people and, as a result, raised it with other ministerial offices. According to Messrs. Marc and Craig Kielburger, at no time did they, or anyone else with WE, receive any assurances that their Social Entrepreneurship proposal would be funded by the Government. May 1: WE provides an updated proposal On May 1, Mr. Craig Kielburger provided ESDC officials with an updated proposal which outlined how WE would administer the CSSG. The proposal was also shared with Ms. Chagger's staff. The proposal outlined the budget for the delivery of funds to three cohorts of 20,000 students. The cost of delivery for the first cohort of students was projected to be $19.5 million; the following two cohorts were forecast to cost $13.77 million each. In the proposal, Mr. Trudeau's spouse and mother were listed as two of WE's Canadian celebrity ambassadors. At this point in time, the inclusion of Mr. Trudeau's spouse and mother as celebrity ambassadors in WE's proposal did not appear to raise any concerns with respect to a potential conflict of interest for Mr. Trudeau. May 1: The Privy Council Office's memorandum to the Prime Minister on student support measures On May 1, Privy Council Office officials provided a memorandum for the Prime Minister with respect to the Minister of Finance's April 21 decisions relating to student support measures. The memorandum sought confirmation of the Prime Minister's decision on policy and funding authority to implement supports for Canadian youth and students, which Mr. Trudeau had announced on April 22. With respect to the Canada Service Corps and the CSSG, Privy Council Office officials supported the Minister of Finance's decision. With the understanding that Mr. Morneau had approved the funding of $12 million for WE's Social Entrepreneurship proposal, the memorandum included a recommendation relating to that proposal. According to the note, which was approved by Mr. Ian Shugart, Clerk of the Privy Council and Secretary to the Cabinet, officials recommended against funding WE's Social Entrepreneurship proposal because in their view the proposal would not support the broad range of students impacted by the pandemic, notably students from vulnerable populations. Officials recommended that should there be a desire to fund such a proposal as part of broader supports to students, further analysis and work would be required with a view to a more inclusive initiative. It would appear that Privy Council Office officials were unaware that the $12 million related to WE's new Youth Summer Service proposal rather than the original Social Entrepreneurship proposal. According to the Privy Council Office, interactions on the Social Entrepreneurship proposal were limited to Department of Finance officials. There were no discussions between the Privy Council Office and Mr. Morneau or his staff regarding this proposal, nor any other minister or their staff. Officials with the Privy Council Office prepared a written memorandum for the Prime Minister but had also verbally advised staff in the Prime Minister's Office on the overall student aid package. The Privy Council Office recommended against funding the Social Entrepreneurship proposal. According to Mr. Shugart, there were no further discussions with the Prime Minister on the proposal. Mr. Theis testified that he recalled Privy Council Office officials raising the same concern that they had expressed in the memorandum. According to Mr. Morneau, he was unaware of the existence of the May 1 memorandum, as neither he nor Department of Finance officials were privy to memoranda to the Prime Minister. Mr. Morneau was surprised to learn that the statement relating to WE's Social Entrepreneurship proposal had been included in the memorandum. Mr. Morneau confirmed that he would not have provided any such confirmation to the Privy Council Office, nor was he aware as to how or why this statement was made as he had never approved such funding. May 5: ESDC's implementation proposal for the CSSG is presented at the Cabinet COVID Committee On May 3, an Order in Council was approved providing Ms. Chagger with the authorities over the CSSG. On May 5, Ms. Chagger approved ESDC's proposal for the implementation of the CSSG. During the pandemic, the normal work of Cabinet committees was suspended in favour of a single Cabinet committee focused on responding to the pandemic: the Cabinet Committee on the federal response to the coronavirus disease (COVID-19) (Cabinet COVID Committee). Members included ministers Qualtrough and Morneau; the Honourable Navdeep Bains, Minister of Innovation, Science and Industry; the Honourable Patricia Hajdu, Minister of Health; the Honourable Mélanie Joly, Minister of Economic Development and Official Languages; the Honourable Bill Blair, Minister of Public Safety and Emergency Preparedness; the Honourable Chrystia Freeland, Deputy Prime Minister of Canada; and the Honourable Jean-Yves Duclos, President of the Treasury Board. On May 5, Ms. Chagger and Ms. Qualtrough went before the Cabinet COVID Committee to present the CSSG proposal developed by ESDC officials. They were asked to jointly present the proposal as post-secondary education matters fell within Ms. Qualtrough's portfolio while the Canada Service Corps fell within Ms. Chagger's portfolio. The proposal outlined that the successful implementation of the CSSG required the support of a third-party organization, given the short timeframe to implement the program, as well as a large number of diverse volunteering opportunities already available to youth at launch. For this reason, ESDC recommended funding WE. According to Ms. Chagger, because the federal public service was recommending WE for the administration of the program, she did not believe the matter raised conflict of interest concerns. According to the minutes of the meeting, committee members expressed support for the proposed program. At the same time, they sought clarification on program design parameters and noted implementation challenges relating to WE. Observations of possible challenges included the ability of WE to implement a national program in a short timeframe, the organization's capacity to address the anticipated volume and to ensure the integrity of grant administration and payment to post-secondary students. In particular, one of the ministers in attendance raised concerns with WE's reach in Quebec and concerns about the cost of the program. The Cabinet COVID Committee members approved the proposal in principle. According to Mr. Morneau, he was not in attendance for the May 5 meeting and did not discuss the proposal with officials or Cabinet colleagues prior to it being presented. He was briefed on the outcome of the meeting on May 7. May 5: The Prime Minister's Office speaks with WE representatives On May 5, Mr. Theis and WE representatives had a telephone discussion after Mr. Singh provided Ms. Marquez with introductions to staff in the Prime Minister's Office. According to Mr. Marc Kielburger, during the call, he, his brother and Ms. Marquez discussed WE's proposal for the administration of the CSSG. They requested further information from Mr. Theis on the policy framework and structure that the Government wished to implement, to ensure that the program could be implemented successfully. Mr. Theis testified that, at the end of their discussion, Messrs. Kielburger and Ms. Marquez raised the Social Entrepreneurship proposal. According to Mr. Theis, he suggested that they discuss their proposal with the appropriate department. Following their discussion, Mr. Craig Kielburger emailed Mr. Theis WE's proposal for the administration of the CSSG and included their Social Entrepreneurship proposal. Mr. Kielburger asked that Mr. Theis provide him with names of individuals with whom to discuss their Social Entrepreneurship proposal to ensure that it was included in future economic recovery efforts. Mr. Theis testified that he did not provide Mr. Kielburger with any names. Both Mr. Theis and Messrs. Kielburger confirmed that they had no further discussions. Messrs. Kielburger also confirmed that there were no further discussions with any other staff in the Prime Minister's Office, nor did they ever have any discussions with Mr. Trudeau, regarding the Social Entrepreneurship proposal or the CSSG. Mr. Trudeau confirmed he did not personally communicate with any WE representative to discuss the CSSG or the Social Entrepreneurship proposal. I did not find any evidence to the contrary. May 7: Mr. Morneau receives an update on the CSSG In a May 7 email to Mr. Morneau, Mr. Singh indicated that the CSSG proposal was heading to Cabinet the following day, as directed by the Prime Minister's Office. Mr. Singh also wrote that in large measure, the proposal was right where the Department of Finance and the Prime Minister's Office had framed the item to be, and that WE, who was noted as the desired third party, had been endorsed by the Prime Minister's Office. According to Mr. Singh, the Prime Minister's Office had endorsed WE by allowing the proposal to be presented at Cabinet. Mr. Theis testified that he and other staff in the Prime Minister's Office made the decision to have the proposal go to full Cabinet in order for the proposal to be ratified, something the Cabinet COVID Committee could not do. Mr. Theis also stated that items of prominence discussed at the Cabinet COVID Committee were also to be raised in full Cabinet to allow all ministers the opportunity to have a line of sight on important matters. In a May 7 email to Ms. Wernick, Ms. Kovacevic wrote that WE was connecting with Mr. Morneau's office. Ms. Kovacevic used the term “besties" to categorize the relationship between the organization and her minister. She further wrote that she did not want Mr. Morneau's office to get ahead of Ms. Wernick and had informed Mr. Morneau's staff that they should tell WE that Ms. Wernick was the point of contact. When asked to explain why she used the term “besties," Ms. Kovacevic testified that she did not use the term to describe a special relationship, but rather to indicate that there had been ongoing interactions. Ms. Wernick testified that she took the term to mean that there had been interactions between Mr. Morneau's office and WE. Ms. Wernick said that, in her experience of working in the federal public service, ministers' offices were often in communication with stakeholders and she viewed these types of interactions as appropriate and acceptable. May 8: Mr. Trudeau is briefed on the CSSG On May 8, Ms. Chagger was scheduled to present the CSSG proposal before Cabinet. According to Mr. Trudeau, it was during a pre-Cabinet briefing from his staff that he was first told that the proposal involved a contribution agreement with WE as the third-party organization proposed to deliver the program. Until that time, Mr. Trudeau had not discussed WE in the context of the CSSG and still anticipated that a “supercharged" version of the Canada Service Corps would likely deliver the program. Mr. Trudeau wrote that he and Ms. Telford questioned why the Canada Service Corps, or another government organization, was not being recommended to deliver the program. Mr. Trudeau and his staff also knew that WE was known to be connected to people within the Government. These people included Mr. Trudeau himself, as he had spoken at WE events in the past. Given the scrutiny that this decision would attract, it was, according to Mr. Trudeau, particularly important to make sure that the process and the resulting decision were the best possible in the circumstances. According to Mr. Trudeau, both he and Ms. Telford felt that more time was required to study the proposal before it was presented to Cabinet. They wanted an opportunity to consider and understand the reasons underlying the public service's recommendation that WE deliver the program. Consequently, Mr. Trudeau directed that the item be removed from the Cabinet agenda and that the discussion about it be deferred pending further study. Mr. Theis testified that he recalled Ms. Telford raising a concern relating to Mr. Trudeau's family's relationship with WE, and that both Mr. Trudeau and Ms. Telford made the decision to pull the proposal from the Cabinet agenda because of a lack of understanding of the recommendation that only WE could administer the CSSG and why the Canada Service Corps organizations had not been considered. Mr. Theis testified that as a result, Mr. Trudeau directed his staff to go and gain an understanding of the public service's recommendation. According to Mr. Morneau, he was not involved in any discussions to put the presentation to Cabinet on hold, nor did he discuss the matter with the Prime Minister or any colleagues. In an email to Ms. Chagger's staff in response to the CSSG not being presented that day, Ms. Wernick shared her concern about the unrealistic expectations of how quickly public servants could launch the CSSG given that another week was lost because the matter was not being presented at Cabinet. May 13 to May 15: The Prime Minister's Office requests a further review On May 13, Ms. Chagger's staff relayed to ESDC officials the direction received from Mr. Theis relating to the Canada Service Corps and the CSSG, as directed by Mr. Trudeau. ESDC officials were asked to determine whether there was merit in engaging the 12 Canada Service Corps organizations to take on the administration of the CSSG alongside WE. In a text exchange with Ms. Chagger's Chief of Staff, Mr. Jamie Kippen, Mr. Theis indicated that it was an exercise in determining the best policy and shared the concern with the cost and the view that only WE could administer the program. In response, ESDC officials outlined to Ms. Chagger's staff the difficulties Canada Service Corps organizations were currently facing in delivering their existing programs. They also explained that the Canada Service Corps did not have the capacity to take on additional placements and that its programming was not focused on volunteering to help respond to community needs arising from the COVID-19 pandemic, which was the intent of the CSSG. On May 15, staff in Ms. Chagger's office provided Mr. Theis with an evaluation of the Prime Minister's Office's idea of inviting the Canada Service Corps' national partners to administer the CSSG alongside WE. In an email to Mr. Theis, Mr. Kippen wrote that as the CSSG was outside the scope of the mandated activities of the Canada Service Corps and their participants, ESDC officials strongly recommended against having the Canada Service Corps organizations administer the program. Furthermore, officials stated that having one organization responsible for the disbursement of the grants was necessary to manage financial and legal risks. Mr. Theis testified that Ms. Chagger's staff conveyed to him ESDC's position that WE was required for the successful administration of the CSSG. When asked if she maintained the public service's position that WE was the only organization that could administer the CSSG, Ms. Wernick testified that given the scope and scale of the program and the speed at which it needed to be developed and operational, she did maintain the position. She testified that had there been additional time for implementation, ESDC officials would have provided different options. May 15: Mr. Trudeau approves funding for student support measures On May 15, staff in the Prime Minister's Office provided Mr. Trudeau with a briefing note seeking his approval on the Minister of Finance's funding decisions for the student support measures, part of which included the conditional funding of $900 million for the CSSG. The briefing note also outlined the recommendation from the May 1 briefing note from the Privy Council Office, relating to what had been mistakenly believed to be the Minister of Finance's decision to fund $12 million for WE's Social Entrepreneurship proposal. In the briefing note, staff in the Prime Minister's Office advised Mr. Trudeau that they agreed with Privy Council Office officials' recommendation not to approve funding for the proposal. Mr. Trudeau concurred with the recommendations of the Privy Council Office to approve the funding of the comprehensive student funding package and to decline the $12 million in funding for WE's Social Entrepreneurship proposal. According to Mr. Trudeau, he was not aware of WE's Social Entrepreneurship proposal until he received the May 15 briefing note. May 21: Mr. Trudeau is briefed on the results of the review of the CSSG On May 21, Mr. Trudeau was briefed on the results of the review of the implementation of the CSSG ahead of the scheduled Cabinet meeting on May 22. According to Mr. Theis, he informed Mr. Trudeau that public service officials had advised him that they had done the due diligence requested and expressed confidence in their recommendation that WE was the one organization positioned to be able to deliver the specified program in the specified timeframe. According to Mr. Trudeau, given this due diligence exercise and the assurances provided by the public service, he and his staff were comfortable moving the proposal forward to Cabinet. May 22: The CSSG proposal is ratified by Cabinet On May 22, the CSSG proposal was brought to Cabinet in the same form as when it had gone before the Cabinet COVID Committee on May 5. Ms. Chagger sought authority from Cabinet to provide cash awards through grants of up to $5,000 for eligible students who participated in pandemic-related national service activities, and funding for WE to support the creation and delivery of service opportunities across Canada. Cabinet ratified the CSSG proposal subject to final funding approval by the Minister of Finance and the Prime Minister. According to Mr. Morneau, he supported the final CSSG proposal. On May 29, Mr. Morneau received a formal letter from Ms. Chagger requesting funding for the CSSG and on June 3, he approved in writing Annex 4: Delivery of the CSSG. May 25 to June 21: The Prime Minister's Office reviews the contribution agreement Following Cabinet's decision to ratify the CSSG proposal, staff in the Prime Minister's Office requested to review the contribution agreement with WE. Mr. Theis testified that staff in the Prime Minister's Office sought to ensure they had a good understanding of how WE was planning to administer the program. On May 29, staff in the Prime Minister's Office met with Privy Council Office officials to discuss the contribution agreement with WE. Staff in the Prime Minister's Office noted areas they wanted to see addressed in the agreement with WE, such as including enhanced reporting requirements and regular results reporting on the diversity of students accessing the program. In a briefing note to Ms. Telford dated June 11, staff in the Prime Minister's Office provided an update on the final draft contribution agreement. In the note, staff outlined the changes to the agreement that had been requested to ensure that the program met the Government's objectives. Staff recommended that the agreement proceed and asked Ms. Telford for her approval to advance the recommendation to Mr. Trudeau. On June 21, Ms. Telford gave her approval. According to Mr. Trudeau, he did not receive a copy of the contribution agreement and did not have any input in the process of negotiating the agreement. Mr. Theis' testimony corroborated Mr. Trudeau's version of events. June 22: Mr. Trudeau approves the contribution agreement with WE According to Mr. Trudeau, on June 15, he received a briefing on the status of the CSSG proposal from Mr. Theis. Mr. Trudeau was provided with a briefing note on the final policy and off-cycle funding decisions for the CSSG. In the note, staff recommended that Mr. Trudeau provide additional direction regarding oversight of the disbursement of the approved funding to WE for the administration of up to 100,000 volunteer placements with the respect to the three tranches that had been determined and the funding proposed for each tranche. Staff recommended that Mr. Trudeau direct the Minister of Diversity and Inclusion and Youth to write to the President of the Treasury Board to provide an update on the CSSG, prior to drawing down additional funding for the next tranche of placements. On June 22, Mr. Trudeau signed the briefing note provided by his staff, approving the CSSG proposal and the funding of the contribution agreement with WE. Ms. Chagger signed the contribution agreement with WE on June 23, which included $19.5 million for the first tranche of 20,000 placements, $13.53 million for the second tranche of 20,000 placements, and $10.5 million for a third tranche of up-to an additional 60,000 placements, for a total of $43.53 million. On June 25, Mr. Trudeau publicly announced the launch of the CSSG and that the program was to be administered by WE. On July 3, Ms. Chagger announced that the federal government and WE had agreed to part ways. Mr. Trudeau's Position Mr. Trudeau submitted that he was not in a conflict of interest with respect to the Government's decision to engage with WE as the administrator of the CSSG. That decision, according to Mr. Trudeau, did not provide an opportunity to further his own private interests, to further the private interests of any of his relatives, or to improperly further the private interests of another person, namely WE. Mr. Trudeau argued he was not involved in the selection of WE as the administrator of the CSSG. Mr. Trudeau instead followed the recommendation from the federal public service, which had offered no viable alternative. According to Mr. Trudeau, he does not have close ties with WE, as he is neither a friend of the Kielburgers, nor is he closely tied to any other member of the organization. Mr. Trudeau added that he has never socialized with the Kielburgers in a personal context and has never received financial benefits from his appearances with WE. Mr. Trudeau also argued that his mother and brother have established independent careers, involving numerous endeavours with a broad range of partners and organizations. Mr. Trudeau added that he was aware, at the time, that his brother and mother had both participated in WE events, though he was unaware of their financial arrangements with the organization. Mr. Trudeau added there was no connection between what WE was tasked to do under the CSSG and the work that Mr. Trudeau's relatives had done with the organization. That relationship, according to Mr. Trudeau, would not have caused their private interests to be furthered as a result of the decision to have WE administer the CSSG. With respect to Ms. Grégoire Trudeau's involvement with WE, Mr. Trudeau noted that I had not taken issue with her unpaid affiliation with the organization, including the reimbursement of travel and accommodation expenses, in September 2018. Mr. Trudeau referred to the advice this Office prepared, which stated that her role with WE was acquired by virtue of her own qualifications and career. Mr. Trudeau submitted that in all three cases, there was no connection between the work that WE was to undertake for the CSSG and the engagements of his relatives. In other words, there was no reason to believe that because WE was selected to administer the CSSG, Mr. Trudeau's relatives would obtain more work or better-paying work from WE in the future. Accordingly, Mr. Trudeau was of the view that because his decision to approve the creation of the CSSG did not present an opportunity to further their private interests, it did not create a conflict of interest. Lastly, Mr. Trudeau argued that the appearance of a conflict of interest is insufficient to constitute a contravention of the Act. Rather, Mr. Trudeau suggested, an actual conflict of interest is required. Further, the Act only requires a recusal in instances where the public office holder knows or reasonably should know that they would be in an actual conflict of interest. According to Mr. Trudeau, the requirement under section 21 should therefore be read harmoniously with subsection 6(1). Analysis and Conclusion Analysis In this examination, I must determine whether Mr. Trudeau, in his capacity as Prime Minister of Canada, contravened subsection 6(1) and sections 7 and 21 of the Act when he participated in the decision whether to award funding for WE's Social Entrepreneurship proposal and to select WE as the administrator of the CSSG. Preferential treatment Beginning with the alleged contravention of section 7 of the Act, I must determine whether Mr. Trudeau, in the exercise of his official powers, duties or functions, gave preferential treatment to WE based on the identity of a person who represented WE. Section 7 reads as follows: 7. No public office holder shall, in the exercise of an official power, duty or function, give preferential treatment to any person or organization based on the identity of the person or organization that represents the first-mentioned person or organization. An alleged contravention of section 7 of the Act was also the focus of Commissioner Dawson's examination in the Paradis Report (March 2012). Because “preferential treatment" is not defined in the Act, she set out her understanding of the term based on the definition used in the 1984 Report of the Task Force on Conflict of Interest, co-chaired by the Honourable Michael Starr and the Honourable Mitchell Sharp, entitled Ethical Conduct in the Public Sector. In that report, “preferential treatment" is defined as “treatment more favourable than might be accorded to anyone else in similar circumstances." Commissioner Dawson concluded there was a “strong indication" that Mr. Paradis, then minister of Public Works and Government Services Canada, had provided preferential treatment to a company (Green Power Generation). He had done so by arranging meetings between departmental officials and the company's founder, Mr. Rahim Jaffer, despite having minimal knowledge of the proposal. Commissioner Dawson also found that Mr. Paradis was motivated “to help a former caucus colleague." The preferential treatment was therefore based on the identity of the representative of the organization. In the Finley Report, Commissioner Dawson also examined the application of section 7 in the context of a federal funding initiative. She concluded that Ms. Diane Finley, then Minister of Human Resources and Skills Development, had provided favourable treatment to a proponent by allowing them to provide additional information to supplement its original proposal and by seeking an external evaluation, a process that no other proponent was permitted to undergo. Ms. Finley also selected the winning proposal despite being aware that it had certain deficiencies. However, Commissioner Dawson found no evidence to establish that the preferential treatment was based on the identity of the proponent's representative. Although Ms. Finley was found not to have contravened section 7 of the Act, the decision to award funding to the proponent was determined to have been improper within the meaning of subsection 6(1) because of the preferential treatment. As the Finley Report illustrates, section 7 does not capture situations where the interested party benefits from preferential treatment provided directly by a public office holder. The prohibition under section 7 covers instances where a person or organization receives preferential treatment by virtue of the identity of its representative. It is worth reiterating that the reasonable grounds to examine a possible contravention of section 7 consisted primarily of Mr. Marc Kielburger's recorded statement that a member of the Prime Minister's Office had reached out to him the day after Mr. Trudeau's public announcement on April 22 of a forthcoming student aid package. Mr. Kielburger provided me with a sworn statement that he had misspoken. This is supported by Mr. Trudeau's and Mr. Theis' version of the events and by the documentary evidence, which shows that the Prime Minister's Office was not involved in the discussions relating to the selection of the CSSG's administrator at that time. Following my review of the evidence gathered, I am satisfied that Mr. Trudeau did not give WE preferential treatment and that the decisions he made in the matter were not influenced by the identity of any of its representatives. Mr. Trudeau was briefed on the development of the student aid package on April 15 and 21, 2020. He believed, at that time, that the federal public service would be administering the program through the Canada Service Corps, even though a third party would be used to help disburse the funds. Based on my review of the documentary evidence, I accept Mr. Trudeau's position that he was not made aware of WE's involvement in the CSSG until the matter was to be tabled at Cabinet on May 8. At that time, Mr. Trudeau requested that the public service conduct an additional analysis to confirm that only WE could administer the CSSG, which delayed the approval process by two weeks. On May 15, 2020, Mr. Trudeau concurred with the Privy Council Office's recommendation to fund the CSSG and not award funding for WE's Social Entrepreneurship proposal. The latter decision, the only one Mr. Trudeau made in respect of WE's Social Entrepreneurship proposal, cannot be viewed as favourable to WE in any way. With respect to the CSSG, Mr. Trudeau's concurrence given on May 15, followed by his participation on May 22 in Cabinet's ratification of WE as the program's administrator, were indeed favourable to WE. However, these decisions did not constitute treatment that was more favourable than that which would have been given to another similarly recommended third party. I could find no evidence that Mr. Trudeau provided specific instruction to Cabinet or to his ministerial staff on how to proceed in respect of the student aid package. Mr. Trudeau was not personally involved in any discussion involving WE and his ministerial staff only began communicating with WE after they had been approached by ESDC to administer the CSSG. Furthermore, in all of these instances, Mr. Trudeau was not, in my view, motivated by the identity of any person representing WE, including the Kielburgers or any of his relatives. I saw no evidence that WE attempted to communicate with Mr. Trudeau directly in respect of either the Social Entrepreneurship proposal or the CSSG. Ms. Margaret Trudeau and Mr. Alexandre Trudeau also confirmed neither had communicated with Mr. Trudeau on any official matter, including the CSSG. Mr. Trudeau also confirmed not having spoken to his spouse on this initiative. The evidence shows that interactions involving WE in the matter under examination occurred primarily with members of Mr. Morneau's ministerial staff and with public servants. These individuals were responsible for shaping and developing the national service component of the student support measures. For this reason, I also examined whether Mr. Trudeau or a member of his ministerial staff intervened indirectly, through the public service, to provide WE with preferential treatment. Both Ms. Wernick and Ms. Kovacevic, the public servants responsible for the development of the CSSG, testified they were unaware of Mr. Trudeau's and his family's association with WE. They also both testified not having received instruction or direction from Mr. Trudeau or his office and nothing in the documentary evidence suggests otherwise. I believe that in the frenzy to distribute funds as expeditiously as possible to those affected by the COVID-19 pandemic, there were some departures from the ordinary process of policy development. Ms. Kovacevic noted that a draft copy of a briefing note, which had not been updated to reflect the progress of discussions between ESDC and WE, was circulated and used to brief Mr. Trudeau. The Social Entrepreneurship proposal remained annexed to the briefing note to the Prime Minister and earmarked funding remained in communications tools despite not having been approved by Mr. Morneau. For her part, Ms. Wernick testified that she would have presented more options had she been given time to conduct a proper and thorough analysis. These departures were caused by the extraordinary conditions at the time, not by Mr. Trudeau's involvement personally or through his ministerial office. Mr. Trudeau's decision making in respect of the Social Entrepreneurship proposal and the CSSG Subsection 6(1) of the Act prohibits public office holders from making or participating in the making of a decision that would place them in a conflict of interest. It reads as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 4 of the Act describes the circumstances under which a public office holder would be in a conflict of interest for the purposes of subsection 6(1) of the Act. Section 4 reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. Section 21 of the Act requires public office holders to recuse themselves from certain situations. It reads as follows: 21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. With respect to the alleged contravention of subsection 6(1), I examined whether Mr. Trudeau, in his capacity as Prime Minister, participated in the making of a decision that provided an opportunity to further his own interests, or those of his relatives or friends, or to improperly further the private interests of another person. I am satisfied that there was no opportunity to further Mr. Trudeau's own interests. I examined Mr. Trudeau's participation in several WE Day events, for which he received no remuneration or advantage. I also examined his involvement in WE's prior requests for federal funding. In that regard, I note that Mr. Trudeau was also the Minister of Intergovernmental Affairs and Youth from his re‑election in 2015 until July 2018. It would not have been unusual for him to have been kept apprised of WE's initiatives and for his office to be involved in those discussions at an official level. I found nothing that gave rise to concerns that Mr. Trudeau's interests were furthered by discussions surrounding the CSSG or any other file involving WE. In my view, there was no real connection between WE's role under the CSSG and the remunerated work of Mr. Trudeau's relatives. Nor was there evidence to suggest that any of them stood to benefit, even indirectly, from WE's Social Entrepreneurship proposal or the CSSG. The purpose of the CSSG was to assist students and youth who had been adversely affected by disruptions caused by the COVID-19 pandemic. Even if WE stood to gain financially from administering the CSSG, the argument that Mr. Trudeau's relatives, who were remunerated through WE for their speaking engagements, could ultimately benefit from the funds received by WE (to administer the CSSG) is too remote and speculative to merit further consideration. Mr. Trudeau's many appearances at WE Day events and the Kielburgers' many requests for federal funding led me to examine the possible existence of a personal relationship between the two parties. In the Watson Report, Commissioner Dawson examined a similar relationship between a public office holder and a proponent for federal funding in the context of a possible contravention of subsection 6(1) and section 21 of the Act. The examination concerned alleged decisions made by Mr. Colin Watson, a member of the Toronto Port Authority Board of Directors in relation to a proposal to acquire a new ferry. It was alleged that the proponent, Mr. Robert Deluce, was a friend of the Board member. Commissioner Dawson noted that the term “friend" is not defined in the Act. She added that the word could be applied to a “range of relationships from the closest of lifelong companions to neighbours, colleagues, acquaintances or business associates that one sees only occasionally and where there is little emotional attachment." In her view, the prohibition relating to decision making under subsection 6(1) was intended to apply to individuals “who have a close bond of friendship, a feeling of affection or a special kinship." I am also of the view that Mr. Trudeau and the Kielburgers are not friends within the meaning of the Act. Mr. Trudeau did not socialize with the Kielburgers outside of his public duties and his participation in WE Day events. This was also confirmed by the Kielburgers. There was no evidence that caused me to question Mr. Trudeau's position in that regard. To complete my analysis, I must therefore determine whether Mr. Trudeau exercised an official power, duty or function that provided an opportunity to improperly further the private interests of WE, as is required under section 4 of the Act. I examined two opportunities to further WE's private interests. The first centred around WE's Social Entrepreneurship proposal, which had been distributed to several ministers, their staff and departmental officials. The proposal was then reviewed by the Department of Finance and sent to the Privy Council Office for approval. Although the Privy Council Office ultimately recommended against funding the initiative, it nonetheless provided Mr. Trudeau with an opportunity to further WE's private interests because the final decision rested with him. The second opportunity related to the ratification by Cabinet of the CSSG and the selection of WE as the program's administrator. There is no doubt that WE's interests would have been furthered had the Government moved forward with the Social Entrepreneurship proposal or had WE administered the CSSG. In both cases, WE would have acquired a significant financial interest for its role. The acquisition of any financial interest by an individual or organization, regardless of whether it ultimately leads to an increase in the person's assets, is considered to be a private interest under the Act. As my predecessor stated in the Trudeau Report with respect to a federal grant awarded to the not-for-profit Global Centre for Pluralism, “[a]lthough government funding decisions are generally understood to be made to serve a public interest, this does not negate the fact that any government grant also specifically furthers the private interests of the recipient." For there to be a contravention of subsection 6(1), those private interests must have been furthered improperly. In the Trudeau II Report, I provided examples of improprieties from past examination reports. I explained that an impropriety under the Act occurs when a public office holder exercises an official power, duty or function that goes against the public interest, either by acting outside the scope of their jurisdiction or by acting contrary to a rule, a convention or an established process. Although I found no indication of preferential treatment of WE by Mr. Trudeau in my analysis of the matter under section 7 of the Act, it must be pointed out that preferential treatment, in the general sense, could also be viewed as an impropriety under subsection 6(1). Such was the case in the Finley Report. In my view, the creation and eventual ratification of the CSSG was not done improperly. The evidence laid bare the extraordinary working conditions that led to the development of this program. The public service was tasked, in early April 2020, to design a program that would distribute millions in federal funds to thousands of recipients in a matter of weeks. When a program of this magnitude is rolled out in such a short timeframe, as I indicated above, there are bound to be departures from normal practices. None of these departures was the result of Mr. Trudeau's instruction or direction on the matter. Nevertheless, the evidence gathered in this examination shows that Mr. Trudeau and members of his family had been closely involved in WE's affairs for several years. His mother and brother had both been paid to speak at WE-related events, while his spouse was an official ambassador and ally since 2018 and hosted her own WE-themed podcast. As recently as March 2020, Mr. Trudeau's spouse ​and mother had participated in WE Day events and had been reimbursed for their travel and accommodation expenses. Photographs of Mr. Trudeau's spouse and mother were even used in an updated version of WE's proposal for the CSSG. All this in addition to the numerous occasions where Mr. Trudeau himself participated in WE's public gatherings and benefited from publicity and promotional materials generated, directly and indirectly, by WE. An isolated interaction, whether by Mr. Trudeau or by a single relative, would likely have been insufficient to call into question the exercise of his official powers, duties and functions in respect of WE. Simply participating in a WE-sponsored event, as so many Members of Parliament and public office holders have done, does not automatically require a recusal from decisions, discussions, debates or votes in respect of that organization. When viewed together, however, the many elements identified in the preceding paragraphs give rise to a strong appearance of conflict between the Trudeau family's relationship with WE and Mr. Trudeau's duty to make decisions that best serve the public interest. This appearance of conflict of interest is what prompted my examination of a possible contravention of subsection 6(1). Mr. Trudeau does not dispute the fact that his and his family's proximity to the WE organization created the appearance of conflict. However, Mr. Trudeau submits that an apparent conflict does not necessarily lead to a contravention of a substantive conflict of interest rule under the Act. The crux of the matter, therefore, is whether the appearance of a conflict is captured by the definition of conflict of interest under section 4 of the Act and, if so, whether it constitutes an impropriety under the Act. It is generally understood that conflicts of interest are divided into three categories: real, potential or apparent. In the Commission of Inquiry into the Facts of Allegations of Conflict of Interest Concerning the Honourable Sinclair M. Stevens, Commissioner Parker was tasked with determining whether there was a “real or apparent conflict of interest defined by the Conflict of Interest and Post Employment Code for Public Office Holders." Without a proper definition of conflict of interest in the Code or in any other policy instrument that governed the conduct of public office holders, Commissioner Parker developed definitions of each term that have subsequently been adopted by trial and appellate courts in conflict-of-interest cases. According to Commissioner Parker, a real (or actual) conflict has three prerequisites: the existence of a private interest;that is known to the public office holder; andthat has a connection or nexus with their public duties or responsibilities that is sufficient to influence the exercise of those duties or responsibilities. Commissioner Parker observed that a potential conflict of interest arises between the moment a public office holder realizes that they have a private interest in some matter and the moment they exercise an official power, duty or function that would place them in a real conflict of interest. It is the “momentary oasis of sober reflection that allows the public office holder an opportunity to respond to and resolve the problem in a manner that enhances public confidence in the integrity of government." A potential conflict exists as soon as a real conflict is foreseeable by the public office holder. They must take “all appropriate steps" to remove themselves from the potential conflict. Once the public office holder discharges their official duties or responsibilities without first removing the private interest, “the line is crossed and a situation of real conflict ensues." In attempting to elaborate a definition of “apparent conflict of interest," Commissioner Parker turned to the common law and the concept of reasonable apprehension of bias. That legal principle states that “justice must not only be done, but must also be seen to be done."[iii] Relying on more recent jurisprudence, Commissioner Parker observed: It is enough​​​ that an informed person viewing the matter realistically and practically and having thought the matter through concludes that there is an appearance of conflict. That is what appearance means. […] “An apparent conflict of interest exists when there is a reasonable apprehension, which reasonably well-informed persons could have, that a conflict of interest exists."[iv] The Post-Employment Code, which governed the conduct of public office holders during the period examined by the Parker Commission, stated that “Ministers must also take care to avoid placing, or appearing to place, themselves under an obligation to any person or organization which might profit from special consideration or favour on their part" [emphasis added]. In that regard, Commissioner Parker acknowledged it was not necessary for a real conflict to occur for an apparent conflict to be found. The Conflict of Interest Code for Members of the House of Commons, to which Mr. Trudeau and all other Members of Parliament must adhere in the exercise of their parliamentary duties, expressly provides for the types of conflicts to avoid. As one of its guiding principles, Members are expected to “fulfill their public duties with honesty and uphold the highest standards so as to avoid real or apparent conflicts of interests." Another principle requires Members to “perform their official duties and functions and arrange their private affairs in a manner that bears the closest public scrutiny, an obligation that may not be fully discharged by simply acting within the law." The Code of Values and Ethics, the policy instrument that governs the proper conduct of all federal public servants, is replete with references to apparent conflicts of interest. Public servants, like public office holders, hold a public trust. They must make decisions in the public interest, and must be seen to be fair and impartial and to act with integrity. The Supreme Court of Canada recognized the importance of “actual and apparent impartiality" of the public service in a leading judgment on the duty of loyalty by public servants.[v] In a separate decision, the Supreme Court of Canada also stressed the importance of preserving not only the integrity of government, but also the appearance of integrity.[vi] In other words, public trust may be harmed just as easily by the appearance of impropriety as with the actual impropriety itself. Contrary to the instruments referenced above, subsection 6(1) of the Act does not expressly refer to apparent conflicts of interest. The reference to “conflict of interest" in this provision must be read together with section 4, which sets out an objective test to determine when a public office holder has placed themselves in a real conflict of interest. In my view, it does not leave room for a subjective determination of an appearance of conflict. Support for this conclusion is found in several sources. In 2006, in the context of the adoption of the Federal Accountability Act, proposed amendments to include the appearance standard in the Conflict of Interest Act were rejected by both Houses of Parliament. The reason provided for this rejection was that the standard would undermine the ability of public office holders to discharge their duties and substitute the Conflict of Interest and Ethics Commissioner for Parliament or the public as the final arbiter of an appearance of conflict by expanding the definition of “conflict of interest" under the Conflict of Interest Act to include “potential" and “apparent" conflicts of interest.[vii] In the report produced following the Commission of Inquiry into Certain Allegations Respecting Business and Financial Dealings Between Karlheinz Schreiber and the Right Honourable Brian Mulroney, chaired by the Honourable Jeffrey J. Oliphant (hereinafter, the “Oliphant Commission"), an entire section was devoted to the appearance of conflict in the context of recommendations made to the Government of Canada. Commissioner Oliphant noted specifically that section 6 of the Act is dependent on the definition of a conflict of interest under section 4. The definition, as Commissioner Oliphant observed, only encompasses real conflicts—“that is, the actual existence of an opportunity to further a private interest. It does not reach apparent conflicts—that is, circumstances where a reasonable observer would perceive a conflict situation to exist, even if it does not" [emphasis in original]. Commissioner Oliphant recommended that section 4 of the Act be amended to include apparent conflicts of interest. An apparent conflict of interest, according to Commissioner Oliphant, is “understood to exist if there is a reasonable perception, which a reasonably well-informed person could properly have, that a public office holder's ability to exercise an official power or perform an official duty or function will be, or must have been, affected by his or her private interest or that of a relative or friend." In 2013, the question of apparent conflicts arose again in the context of the statutory five-year review of the Act. Following the recommendation made in the Oliphant Commission to include the appearance standard in the Act, the Standing Committee on Access to Information, Privacy and Ethics devoted particular attention to this question. Twenty-six witnesses appeared before the standing committee to testify on possible amendments to the Act, several of whom advocated for a clear legislative direction on the appearance of conflict. The Committee presented its report on the statutory review of the Act in 2014. It canvassed the observations made by several witnesses, including Commissioner Dawson, on the question of whether to broaden the scope of the Act to include apparent conflicts of interest. However, none of the 16 recommendations concerned the issue of apparent conflicts of interest. The British Columbia Members' Conflicts of Interest Act is the only Canadian piece of legislation that includes apparent conflicts expressly in its definition of a conflict of interest. Some of my provincial counterparts have expressed positions that apparent conflicts of interest do not fall under their bailiwick unless expressly provided by statute.[viii] Most notably, in a report in respect of the conduct of former Premier of Ontario, the Honourable Michael Harris, the former Integrity Commissioner for Ontario, the Honourable Gregory T. Evans, Q.C., stated: Proof of a breach or complicity in a breach of the Member's Integrity Act must be based on facts rather than conjecture, suspicion, or affinity based on friendship, common interest or political affiliation. A person's reputation, irrespective of his station in life, is important and if it is to be impugned, there must be evidence to support that challenge.The perception standard of morality which some suggest should be the test applied to politicians would require that a legislator should not engage in conduct which would appear to be improper to a reasonable, non-partisan, fully informed person. The problem with such an “appearance standard" is that there are few, if any, reasonable, non-partisan, fully informed persons.One person's perception of another's conduct is a purely subjective assessment influenced by many factors including the interest of the individual making the assessment. It is not the proper criteria by which the conduct of a legislator should be measured.[ix] Mr. Trudeau recognized the apparent conflict of interest, which in this case was based on his and his family's association with WE, before he participated in making the decisions to deny the organization's request to fund its Social Entrepreneurship program and to select WE to administer the CSSG. However, the appearance of conflict is not caught by the Act's substantive rules. Without an actual conflict of interest or a clear legislative prohibition against placing oneself in an apparent conflict, I cannot conclude that a contravention has occurred. Mr. Trudeau has acknowledged publicly that he should have recused himself because of the appearance of conflict. While it is always advisable to recuse oneself and inform the Commissioner promptly when facing an apparent conflict of interest, there is no requirement to do so under the Act. Section 21 provides that recusal is required in instances where the public office holder is in a potential conflict of interest. Conclusion In light of the evidence gathered in this examination and for the reasons outlined above, I find that Mr. Trudeau did not contravene subsection 6(1), section 7 or section 21 of the Act. Schedule: List of witness The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Interviews Ms. Michelle Kovacevic, Assistant Deputy Minister, Federal-Provincial Relations and Social Policy Branch, Department of Finance CanadaMr. Amitpal Singh, Policy Advisor, Office of the Minister of FinanceMr. Rick Theis, Director of Policy and Cabinet Affairs, Prime Minister's OfficeMs. Rachel Wernick, Senior Assistant Deputy Minister, Skills and Employment Branch, Employment and Social Development Canada Written Submissions and Documents Requested The Right Honourable Justin Trudeau, Prime Minister of CanadaThe Honourable Bill Morneau, Minister of FinanceThe Honourable Bardish Chagger, Minister of Diversity and Inclusion and YouthMessrs. Marc and Craig Kielburger, WE Information and Documents Requested The Honourable Carla Qualtrough, Minister of Employment, Workforce Development and Disability InclusionMr. Graham Flack, Deputy Minister, Employment and Social Development CanadaMr. Alexandre Trudeau and Ms. Margaret TrudeauMr. Ian Shugart, Clerk of the Privy Council and Secretary to the CabinetMs. Gina Wilson, Senior Associate Deputy Minister of Diversity and Inclusion and Youth [i] For the purposes of the report, we refer to “WE Charity," “ME to WE Social Enterprise," or any other of their affiliates, collectively, as “WE." [ii] According to information posted on WE's website, the Kielburgers both derive a salary from ME to WE Social Enterprise. [iii] Sussex Justice Case, [1924] 1 K.B. 256. [iv] Canada, Minister of Supply and Services, “Commission of Inquiry into the Facts of Allegations of Conflict of Interest Concerning the Honourable Sinclair M. Stevens," (1987), at pp. 34-35. [v] See: Fraser v. Public Service Staff Relations Board, [1985] 2 S.C.R. 455. [vi] See, for example: R. v. Hinchey, [1996] 3 S.C.R. 1128. [vii] Canada, Parliament, House of Commons Debates, 39th Parl., 1st Sess., No. 082 (20 November 2006) at 1205 [Hon. John Baird]. [viii] See, for example: Select Special Conflicts of Interest Act Review Committee: Final Report, Legislative Assembly of Alberta, May 2006, pp. 37-39. See also: Standing Committee on Access to Information, Privacy and Ethics, 41st Parl., 1st Sess., No. 69, Appearance by the Honourable Paul D.K. Fraser (March 6, 2013). [ix] Report of the Honourable Gregory T. Evans Re: the Honourable Michael D. Harris, Premier of Ontario (May 16, 2001).

Report on a Minister for failing to recuse himself from discussions and decisions involving a company whose co-founder was a friend; affording preferential treatment to a constituent by way of unfettered access to his ministerial staff. Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons, as is the case with this examination, or on his own initiative. When an examination is conducted at the request of a parliamentarian, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act (Act) of the conduct of the Honourable Bill Morneau, in his former capacity as Minister of Finance, regarding his participation in two matters involving WE's private interests. One related to a decision to award WE the administration of the Canada Student Service Grant (CSSG), a government program to encourage youth to participate in national service. The other related to WE's proposed Social Entrepreneurship program, a digital program providing entrepreneurship expertise and mentorship opportunities. I was asked by several parliamentarians to investigate because of the close ties that Mr. Morneau and his relatives allegedly had with WE, an international development charity and youth empowerment movement founded by Mr. Marc Kielburger and Mr. Craig Kielburger. Headquartered in Mr. Morneau's constituency, it is made up of WE Charity, ME to WE Social Enterprise and several other affiliates. My examination initially focused on subsection 6(1) and section 21 of the Act. I expanded it to include subsection 11(1) and section 12 when information came to my attention that Mr. Morneau and his family had accepted two trips from WE in 2017. In October 2020, I discontinued my examination of a possible contravention of those two provisions in light of evidence that Mr. Morneau had not knowingly accepted a gift or other benefit from WE. In March 2021, information received by this Office prompted me to re‑examine the documentary evidence. That reassessment gave me reason to believe that Mr. Morneau may also have contravened section 7. My examination therefore focused on subsection 6(1), section 7 and section 21 of the Act. In early April 2020, Mr. Morneau identified the need for a policy to help post‑secondary students facing the loss of summer jobs because of the COVID‑19 pandemic. Mr. Amitpal Singh, one of his policy advisors, proposed having youth volunteer through the Government's Canada Service Corps. At Mr. Morneau's direction, Department of Finance Canada officials began having discussions with Employment and Social Development Canada (ESDC) officials on options for a new youth national service program. Mr. Craig Kielburger introduced WE's Social Entrepreneurship program proposal, under development since before the pandemic, to the Minister of Small Business, Export Promotion and International Trade on April 7. The proposal was mentioned to Mr. Singh by a WE representative during an April 8 telephone call. Believing the Government could use WE's ability to track volunteer hours to fill a service‑delivery gap, Mr. Singh told a senior Department of Finance official about the conversation. On April 10, Mr. Craig Kielburger sent Mr. Morneau a copy of the proposal. On April 18, Department of Finance officials updated Mr. Morneau on the development of the new national service program and raised the prospect of a partnership with the private sector or not‑for‑profit sector in order to disburse funds. On April 21, they presented to Mr. Morneau a draft memorandum relating to proposed student support measures, which included four funding annexes for his approval and supporting materials for information purposes only. One of the annexes involved expanding the Canada Service Corps' micro‑grants program and creating a web‑based volunteer matching platform. Another sought funding for the creation of the CSSG. The Department of Finance advised that the CSSG should be administered by a third party partnered with an organization like WE, and recommended setting aside funds for the program while further work was done on the annex. WE's Social Entrepreneurship proposal formed part of the supporting materials, although it had not been analyzed or assessed. According to the evidence, this was the first time WE was identified in Mr. Morneau's briefing materials on student support measures and he was not given any details about it during the briefing. Mr. Morneau then approved funding for the Canada Service Corps and the CSSG but did not make any decision in relation to WE's Social Entrepreneurship proposal. Mr. Singh directed Department of Finance officials to include funding for the Social Entrepreneurship proposal. On April 22, Mr. Trudeau announced the creation of the CSSG and the volunteer matching platform among proposed measures to help post‑secondary students and recent graduates. At Mr. Singh's request, WE had reworked a component of its Social Entrepreneurship proposal into a new Youth Summer Service proposal that would allow 20,000 young people to participate in service projects over three months and earn a stipend. On April 23, the Department of Finance asked ESDC for a proposed design and delivery plan for the CSSG, with a mid‑May 2020 launch. ESDC determined a third party was needed to administer the program and identified WE as a potential administrator, noting its Youth Summer Service Proposal could potentially be used as the basis for the program. On April 24, ESDC asked WE to submit a full proposal to administer the CSSG. On April 28, ESDC submitted a proposed design and implementation plan for the CSSG. They recommended WE as the program administrator. Approved in principle by the Cabinet Committee on the federal response to the coronavirus disease (COVID‑19) on May 5, the proposal was to be presented to the full Cabinet for ratification on May 8. Given his relatives' ties to WE, Mr. Trudeau and his Chief of Staff removed the CSSG proposal from the May 8 Cabinet agenda and asked that the public service conduct further analysis. On May 15, Mr. Trudeau approved Mr. Morneau's decisions relating to the funding of the student support measures but declined the recommendation to fund WE's Social Entrepreneurship proposal. On May 21, Mr. Trudeau permitted the CSSG proposal to be presented at Cabinet, which ratified it on May 22. Mr. Morneau testified that he supported the final CSSG proposal and approved it in writing on June 3. On June 22, Mr. Trudeau approved the contribution agreement with WE. I sought to determine whether Mr. Morneau contravened subsection 6(1), section 7 and section 21 of the Act when he participated in the decisions to recommend funding for WE's Social Entrepreneurship program and to select WE as the administrator of the CSSG. Subsection 6(1) of the Act prohibits public office holders from making or participating in the making of a decision that would place them in a conflict of interest. Section 4 states that a public office holder is in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further their private interests or those of their relatives or friends or to improperly further another person's private interests. Section 21 of the Act requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. I am satisfied there was no opportunity to further Mr. Morneau's own interests or those of his relatives in the matters under examination. Having examined the nature of Mr. Morneau's relationship with Mr. Craig Kielburger, co‑founder of WE, and the personal and professional interactions between them, I determined they are friends within the meaning of the Act. Consequently, I found that Mr. Morneau had the opportunity to improperly further WE's private interests. This Office has traditionally favoured a narrow interpretation of the term “friend" to include only the public office holder's closest personal friends. Colleagues, associates or members of a broad social circle were generally excluded from its application. I believe it is necessary to broaden the scope of the term to capture relationships where personal and professional interactions become intertwined to such an extent that it becomes difficult to draw the line between the two. In such cases, the public office holder's judgment in the exercise of their official powers and duties can reasonably be impaired. The friendship between Mr. Morneau and Mr. Kielburger, co‑founder of WE, created a potential conflict for Mr. Morneau when called upon to make a decision that would further WE's private interests. Thus, any decision made by Mr. Morneau that provided an opportunity to further WE's private interests was made improperly. Mr. Morneau should have reasonably known that he was in a potential conflict of interest because of his relationship with Mr. Craig Kielburger when he received WE's Social Entrepreneurship proposal on April 10, 2020. During subsequent briefings on the student relief package, the proposal was again raised and WE was mentioned as a possible partner in the national service program. On April 19, when Mr. Morneau was advised that WE would likely play an important role in the student relief initiative, he should have recused himself from those discussions in accordance with section 21 of the Act. Mr. Morneau knew that WE would have to be brought “into the fold" on the student relief package. Accordingly, Mr. Morneau's recommendation to set aside $900 million in funding for the CSSG on April 21 and his participation in Cabinet discussions on May 22, where he ultimately voted in favour of the creation of the CSSG and the selection of WE as its administrator, provided an opportunity to improperly further WE's private interests because of his friendship with Mr. Craig Kielburger. In so doing, Mr. Morneau placed himself in a conflict of interest on several occasions. I also sought to determine whether Mr. Morneau contravened section 7 of the Act, which prohibits public office holders from giving preferential treatment to a person or organization based on the identity of a representative for the person or organization. For a contravention of section 7 to occur, the treatment a public office holder gives to a person or organization must be more favourable than the treatment they might give to a similarly situated person or organization, and there must be a prior relationship between the public office holder and the representative. I found no evidence that Mr. Morneau was directly involved in ESDC's decision to propose WE as the administrator of the CSSG. Nor does he appear to have provided instruction or direction to anyone associated with WE's Social Entrepreneurship proposal. However, his ministerial office had an unusually high degree of involvement in past files relating to WE that was also apparent in the matters under examination. There were frequent communications between members of Mr. Morneau's ministerial staff and WE representatives. Mr. Singh asked WE to expand its Social Entrepreneurship proposal and forwarded the reworked Summer Youth Proposal to the Prime Minister's Office and the Department of Finance without reviewing, analyzing or sharing it with Mr. Morneau. He also continued to promote WE's original Social Entrepreneurship proposal. With the revamped proposal available, ESDC officials—facing a tight implementation timeframe—had no alternative but to reach out to WE. It has long been understood that it would be improper for a minister or parliamentary secretary to conflate their ministerial duties with their parliamentary duties. Even though WE is an established charitable organization, WE and its representatives must still be treated like any other constituent stakeholder. It must make requests for assistance using the appropriate channels and be redirected to the relevant authorities without preferential treatment when, as in this case, personal and professional relationships are blurred. I am of the view that Mr. Morneau gave WE preferential treatment by permitting his ministerial staff to disproportionately assist it when it sought federal funding. I believe this unfettered access to the Office of the Minister of Finance was based on the identity of WE's representative, Mr. Craig Kielburger. This preferential treatment also constitutes an impropriety under subsection 6(1). I therefore found that Mr. Morneau contravened subsection 6(1), section 7 and section 21 of the Act. Concerns and Process On July 10, 2020, I received three separate letters requesting I initiate an examination into the conduct of the Honourable Bill Morneau, Minister of Finance, in relation to the creation of the Canada Student Service Grant (CSSG) and the selection of WE[i] as the program's administrator. The first was from Mr. Michael Barrett, Member of Parliament for Leeds–Grenville–Thousand Islands and Rideau Lakes; the second from Mr. Charlie Angus, Member of Parliament for Timmins–James Bay; and the third was a joint letter from the Honourable Pierre Poilievre, Member of Parliament for Carleton, and Mr. Michael Cooper, Member of Parliament for St. Albert–Edmonton. The complainants all alleged that Mr. Morneau contravened subsection 6(1) of the Conflict of Interest Act (Act). This provision prohibits public office holders from making any decision or participating in the making of a decision that furthers their private interests, those of their relatives or friends, or that improperly furthers the private interests of another person. The complainants alleged that two of Mr. Morneau's children had close ties with WE. Specifically, his eldest daughter had spoken at WE Day Ottawa in 2016 and had received the support of WE co‑founder, Mr. Marc Kielburger, when she published her first book, while his youngest daughter was hired by WE in August 2019. Mr. Barrett expressed his concern that despite the Morneau family's close ties with WE, Mr. Morneau continued to involve himself in official dealings with the organization. Mr. Barrett wrote that in August 2019, Mr. Morneau joined WE co‑founder, Mr. Craig Kielburger, to announce a $3 million investment in WE's Social Entrepreneurs initiative.[ii] Three of the complainants further alleged that Mr. Morneau also contravened section 21 of the Act by failing to recuse himself from all discussions relating to WE as a result of his family's close ties with the organization. Messrs. Barrett, Poilievre and Cooper requested I commence an examination into a possible contravention of section 7 of the Act, alleging that WE had benefited from preferential treatment because of its close ties to Mr. Morneau and members of his family. Mr. Barrett also alleged that Mr. Morneau used his position to seek to influence a decision on the matter of the CSSG, in contravention of section 9 of the Act. However, the complainants did not provide sufficient information to set out any reasonable grounds in support of either allegation. Consequently, I did not pursue an examination of those provisions at that time. After having considered the three requests for examination, I determined they satisfied the requirements set out in subsection 44(2) of the Act. I wrote to Mr. Morneau on July 16, 2020, to inform him that I had commenced an examination under subsection 44(3) of the Act and informed the complainants accordingly. Specifically, I informed Mr. Morneau that the purpose of my examination was to evaluate his participation in the Government of Canada's (Government) decision to have WE administer the CSSG to determine whether he contravened subsection 6(1) and section 21 of the Act. On July 22, 2020, minutes prior to Mr. Morneau's appearance before the House of Commons Standing Committee on Finance (FINA), he wrote to advise me of a material fact that had come to his attention since receiving my letter of July 16. Upon reviewing his financial records relating to two volunteer trips in which his family had participated in July and December 2017, Mr. Morneau wrote that he was unable to confirm that he and his family paid for certain expenses in relation to programming and accommodations offered by WE. Mr. Morneau added that once he became aware of this fact, he had immediately reimbursed the organization for the full costs of the portion of both trips that it had absorbed. In the same letter, Mr. Morneau also noted that his spouse, Ms. Nancy McCain, had previously made two donations of $50,000 each, in April 2018 and June 2020, to WE. Following Mr. Morneau's testimony before FINA, I received two additional requests, from the four aforementioned complainants, in relation to Mr. Morneau's and his family's acceptance of the two trips provided by WE in 2017. In both letters, the complainants alleged that Mr. Morneau and members of his family accepted a significant financial benefit in the form of complimentary travel with an organization that had dealings with the Government, in contravention of subsection 11(1) of the Act. This provision prohibits a public office holder or a member of their family from accepting gifts that may reasonably be seen to have been given to influence the public office holder in the exercise of their official powers, duties or functions. Messrs. Poilievre, Barrett and Cooper also alleged that Mr. Morneau had contravened section 12 of the Act by accepting travel aboard a non‑commercial or private aircraft. Although their letter did not provide any information in support of their allegation, information in the public domain raised the possibility that Mr. Morneau's family had accepted a flight on a non‑commercial chartered or private aircraft during their July 2017 trip to Kenya. The complainants also alleged that Mr. Morneau contravened section 23 and subsection 25(1) of the Act by failing to properly disclose the acceptance of a gift in excess of $200 and failing to publicly declare a recusal, respectively. A failure to report or publicly declare a private interest such as a gift or the circumstances surrounding a recusal may lead to the imposition of an administrative monetary penalty under the Act. On July 24, 2020, I issued two notices of violation to Mr. Morneau in respect of his failure to disclose the acceptance of a gift or other benefit associated with both 2017 trips. The proposed penalties were assessed at $500 each, the maximum amount allowable under the Act. I informed Mr. Morneau that the Act afforded him two options: he could pay the proposed penalties or make written representations in respect of the alleged violations and proposed penalties within 30 days of the deemed date of service. I then wrote to Mr. Morneau on July 29, 2020, to inform him that I was examining possible contraventions of subsection 11(1) and section 12. I also informed him that there were no reasonable grounds to examine whether a contravention of subsection 25(1) had occurred. On August 10, 2020, Mr. Morneau's counsel provided me with a copy of documents submitted to FINA. The documents contained the same redactions as those submitted to the committee. However, since I was of the view that I had already received unredacted copies of all the relevant documents from other sources, I did not follow up with Mr. Morneau or the Department of Finance on this issue. It is also my understanding that none of the redactions consisted of confidences of the Queen's Privy Council relating to the CSSG program. Mr. Morneau and other witnesses confirmed to me in writing that, in keeping with public disclosures of information on the CSSG made by members of the Queen's Privy Council for Canada, a considerable amount of information on that program that would otherwise be protected as a Cabinet confidence was released. On August 31, 2020, Mr. Morneau provided me with a second tranche of documentary evidence and a preliminary response to my request for production of documents. This tranche consisted of all communications between Mr. Morneau or a member of his ministerial staff and a WE representative since Mr. Morneau took public office in 2015, as well as any other relevant documentation relating to WE in his possession, custody or control. These documents were unredacted. On September 15, 2020, following a brief extension, Mr. Morneau provided me with written representations in response to the notices of violation. Mr. Morneau's position was that he could not have disclosed the acceptance of a gift to this Office since he did not knowingly accept a gift or other benefit from WE. Mr. Morneau wrote that he had no knowledge that WE had taken the liberty of providing complimentary accommodation and programming costs to his family on their trips in 2017. Mr. Morneau explained that his family travel arrangements are handled by personnel employed to manage such affairs. Because the family pays for all their personal travel, Mr. Morneau wrote that he expected the same was true for both trips in question. Mr. Morneau wrote that he became aware of the complimentary costs only after my letter to him on July 16, 2020, advising him I was commencing an examination into his conduct in relation to the CSSG. Mr. Morneau then took steps to quantify the full amount for both trips, which totalled $41,366. In his earlier preliminary submissions, Mr. Morneau had explained that he had not participated in or been invited to attend the first trip in July 2017. Rather, it was Mr. Morneau's eldest daughter who had been invited and had asked whether her mother would also be interested in participating. Mr. Morneau added that following the trip to Kenya in July, Ms. McCain communicated with Mr. Marc Kielburger, who suggested a visit to observe WE's operations in Ecuador. As with the first trip, Mr. Morneau stated that he was not involved in the coordination or planning of the visit, nor was he in contact with WE representatives about the trip. Mr. Morneau wrote that Ms. McCain arranged the trip with the help of a travel agent and a family office assistant. Mr. Morneau also explained that he was not involved in the decision to make two $50,000 donations to WE. Mr. Morneau wrote that Ms. McCain, who has a long history of philanthropy, had decided on her own to make those donations. I sought and obtained a supplemental document brief from Mr. Morneau on October 23, 2020. This supplemental brief consisted of the following: receipts showing that Mr. Morneau and his family had arranged and paid for their trips through a travel agent; a copy of the invitation from WE to Mr. Morneau's daughter's personal email account, as well as other relevant correspondence from personal emails; proof of Mr. Morneau's payment in the amount of $41,366 to WE on July 22, 2020; and a letter from the Director of the Toronto Foundation confirming that Ms. McCain had directed the donations be made to WE. In light of the documentary evidence, which corroborated Mr. Morneau's position statement, I wrote to Mr. Morneau on October 28, 2020, to advise him I had determined an administrative monetary penalty was not warranted in the circumstances. I also advised him that I had discontinued my examination into the allegations of a possible contravention of subsection 11(1) and section 12 of the Act. I confirmed that my examination remained ongoing in respect of a possible contravention of subsection 6(1) and section 21 of the Act. On March 5, 2021, I received additional information, tangentially related to the matter under examination, from an anonymous source that prompted me to re‑examine the documentary evidence I had already received. Upon further review, I noted Mr. Morneau's and his ministerial office's involvement in two requests for funding by WE. The first was a $10 million request for funding for its Accelerator Hub, which received both federal and provincial funding in 2018. The second was a $25 million funding request for the aforementioned Social Entrepreneurs initiative in 2019. In light of my reassessment of these events, I had reason to believe that Mr. Morneau may have contravened section 7 of the Act, which prohibits preferential treatment to a person or organization based on the identity of a representative of that person or organization. In lieu of an interview, I asked Mr. Morneau to make written representations outlining his position and involvement in respect of the three remaining allegations. I also asked Mr. Morneau to provide details on his involvement in the recommendation to award $12 million in funding towards a proposed Social Entrepreneurship program that Mr. Craig Kielburger had personally submitted to Mr. Morneau on April 10, 2020. I received Mr. Morneau's response to the allegation of a possible contravention of section 7 on March 30, 2021, and received an executed affidavit in respect of subsection 6(1) and section 21 on April 5, 2021. In keeping with the Office's practice, I provided Mr. Morneau with a copy of the relevant documentary evidence gathered during this examination, as well as a draft copy of the factual portion of the examination report (Concerns and Process, Facts and Mr. Morneau's Position) before it was finalized. On July 3, 2020, at the request of several parliamentarians, I initiated an examination relating to the same subject matter into the conduct of the Prime Minister of Canada, the Right Honourable Justin Trudeau. The documentary evidence gathered was used for both examination reports. The Office received over 40,000 pages of documents from Mr. Morneau, Mr. Trudeau and 13 witnesses, which included a copy of the documentation that all witnesses had submitted to FINA. Because all parliamentary proceedings are protected by parliamentary privilege, I was unable to use witness testimony before committee as a source of information despite my formal request to FINA to allow me to do so. Accordingly, I had to interview certain witnesses who had previously appeared before FINA in order to obtain their testimony anew. I am mindful of the studies undertaken by FINA and two other parliamentary committees on the various aspects of government spending during the COVID‑19 pandemic, including the CSSG. None of their work impeded my own. It is important to note that this examination dealt solely with the conduct of Mr. Morneau in respect of his obligations under the Act. Facts Background WE organization WE is an international development charity and youth empowerment movement founded in 1995 by Messrs. Marc and Craig Kielburger. WE is made up of WE Charity, ME to WE Social Enterprise[iii], and several other affiliates. Formerly known as Free the Children, the organization implements development programs in Asia, Africa and Latin America, focusing on education, access to clean water, healthcare, food security and economic opportunity.  WE also runs domestic programming for young people in Canada, the U.S. and the U.K., promoting service learning and active citizenship. Since 2007, WE has organized a series of large‑scale events, known as “WE Days," held in various cities throughout the school year. WE Day events have hosted tens of thousands of students and celebrated the impact the students have made on local and global issues. Students earn their tickets by participating in the WE Schools program, a year‑long service‑learning program run by WE. Each event features a lineup of speakers such as social activists, elected officials from various levels of government and musical performances. The organization held its last WE Day event on March 4, 2020, in London, England. WE announced in July 2020 that it was cancelling its WE Day activities for the foreseeable future to prioritize its international work. WE's interactions with the government Public records show that between 2006 and 2015 WE received about $1.1 million from the Harper government. Between 2015 and 2019, WE was the recipient of at least $5.5 million in funding from various departments including Employment and Social Development Canada (ESDC) and Canadian Heritage. In an internal briefing produced by staff in Mr. Morneau's office, WE was described as a key stakeholder and a “like‑minded external partner." The Morneau family's interactions with WE According to Mr. Morneau, he first became acquainted with WE after he was elected as a Member of Parliament in November 2015, since the organization's headquarters was in his constituency. Messrs. Marc and Craig Kielburger wrote they believe that they first met Mr. Morneau and Ms. McCain in 2016. Mr. Morneau described that two of his children have had some involvement with WE. In 2016, after writing a book related to refugee girls in Kenya, for which Mr. Marc Kielburger wrote an endorsement on the front cover of the book, Mr. Morneau's eldest daughter spoke at three WE Day events as part of the book tour. According to Mr. Morneau, his daughter did not receive any compensation for her speeches at these events or otherwise. In April 2017, Mr. Craig Kielburger wrote to Mr. Morneau and Ms. McCain to share news that he and his spouse were expecting a baby. In his email, Mr. Kielburger wrote that Mr. Morneau and Ms. McCain were “among the first to know" the news and expressed his gratitude for the “many wonderful friends and family" to impart parenting advice. Mr. Morneau did not recall specifically whether he or his spouse gave Mr. Kielburger a gift to celebrate the arrival of his child. However, Mr. Morneau noted that his practice was to give a small congratulatory gift, as he had done routinely with staff, team members, constituents and associates, at his personal cost. Later that month, Mr. Kielburger emailed Ms. McCain to acknowledge having seen them over the weekend. In his email, Mr. Kielburger complimented her daughter's speech at WE Day Montreal in February and invited the family to the grand opening of the WE Learning Centre in September. Mr. Kielburger extended the same invitation to the Morneau family in May 2017 in a subsequent email to Mr. Morneau's personal account. Mr. Kielburger thanked Mr. Morneau for his “years of incredible championing and support." Later that summer, Mr. Marc Kielburger invited Ms. McCain and one of her daughters to visit WE's facilities in Kenya, which they did in July 2017. While in Kenya, Mr. Craig Kielburger had a private dinner with Ms. McCain and her daughter. Mr. Marc Kielburger later invited Ms. McCain to see WE's work in Ecuador. Mr. Morneau accompanied his family in December 2017 for their visit to the country. Mr. Morneau recalled that Mr. Craig Kielburger was present on the trip in a general host capacity. The two had limited, cordial interaction during the trip. Mr. Kielburger wrote that in both cases, the Morneau family members were among a group of individuals and families and participated in the same activities as others in the group. In a July 2018 email, Mr. Craig Kielburger invited both Mr. Morneau and Ms. McCain to attend WE Day Toronto and WE Day UN in New York City, since their daughter would be speaking at both events. Mr. Kielburger ended his email thanking them for their family's friendship. In February and March 2019, Mr. Morneau's youngest daughter began an unpaid internship at WE as part of the practical portion of her post‑secondary education. In July 2019, she began working with WE, first in a short‑term position, then in a contract position with ME to WE which lasted until August 2020. Mr. Morneau stated that in April 2018 and June 2020, Ms. McCain made two donations to WE on behalf of their family foundation. While both he and Ms. McCain are signatories for their family foundation, Mr. Morneau affirmed that he was not involved in the decision, nor did he sign off on it. This was supported by documentary evidence. Mr. Morneau also wrote that he and Ms. McCain hosted Mr. Craig Kielburger and his family at their home in 2018 and early 2019. On one occasion, a Sunday brunch was organized by Ms. McCain in May 2018. Mr. Kielburger wrote that this was a thank‑you brunch following the family's service trips. Mr. Kielburger, his spouse (who is also employed by WE) and their son attended the brunch. Mr. Kielburger wrote that he and his spouse attended in their professional capacity. Mr. Morneau stated that while he had little recollection of these events, he expected that they would have discussed WE's charitable works and family matters and did not discuss any government business. Messrs. Marc and Craig Kielburger added that they have never socialized with Mr. Morneau or Ms. McCain outside of their professional capacities and do not consider either of them friends. Mr. Morneau's interactions with WE in his capacity as an elected official According to Mr. Morneau, in his capacity as an elected official, he attended several student events organized by WE, including WE Day Ottawa in November 2016. In December 2016, Mr. Marc Kielburger emailed Mr. Morneau to thank him for participating in WE Day Ottawa and for being gracious and generous with his time and support. In the email, Mr. Kielburger also followed up on a discussion the two had at an event unrelated to WE, where Mr. Kielburger had outlined WE's request for funding for a national youth service proposal. There is no evidence to suggest that Mr. Morneau or his office took any action at that time. According to the documentary evidence I received from Mr. Morneau, it was following a June 28, 2017 meeting with Mr. Craig Kielburger that Mr. Morneau and his ministerial office first began assisting the organization in its attempts to secure public funding for its Accelerator Hub. The documentary evidence also shows that Mr. Morneau and his ministerial staff assisted WE by reviewing its funding proposals, introducing WE representatives to ministerial staff in the relevant departments as well as intervening on their behalf at the federal, provincial and municipal levels. In three separate emails in December 2017 to various chiefs of staff to ministers within the Government of Ontario, a member of Mr. Morneau's ministerial staff offered introductions for Mr. Craig Kielburger by indicating that he was a “dear friend" of the office, that WE was a “great local partner," and asked that their provincial counterparts make time to meet with Mr. Kielburger and other representatives of the organization for them to be able to discuss a proposal for provincial funding. When Mr. Morneau's office was notified by their provincial counterparts that funding had been approved, Mr. Morneau called Mr. Kielburger to personally convey the news. Documentary evidence also shows that Mr. Morneau's office received assistance from Mr. Kielburger and WE for at least two events organized by Mr. Morneau's ministerial office, including the Finance Minister's Youth Pre‑Budget Consultations in Toronto in November 2017 and in December 2017. These consultations, which were held at WE offices, were also promoted by WE. In September 2018, Mr. Kielburger forwarded a copy of WE's funding proposal for the Social Enterprise Centre to officials in Mr. Morneau's ministerial office. Mr. Kielburger sought advice on which ministers he should share his proposal with. Later that month, Mr. Morneau's ministerial staff organized a meeting between Mr. Kielburger and the then Parliamentary Secretary to the Minister of Finance, Ms. Jennifer O'Connell. Ms. O'Connell had initially questioned why her participation in the meeting was required. Mr. Morneau's office replied that “this one is important to Bill and Craig is not in town often. It is purely listening mode to keep him happy." When speaking of Mr. Kielburger, Mr. Morneau's ministerial staff indicated that “he has been really good to us so I want to keep him happy […]." In all, the documentation highlighted dozens of exchanges between ministerial staff in Mr. Morneau's office and representatives of WE. The tone of the communications was informal and friendly. The interlocutors regularly communicated on a first‑name basis and used colloquialisms such as “Hey girl" or “Hey friend" in their conversations. When emailing Mr. Morneau, up to and including his communications concerning the matter under review, Mr. Kielburger addressed his messages to “Bill" and, on occasion, extended greetings to “Nancy" and to Mr. Morneau's children. Mr. Morneau stated that, like many constituent organizations in his riding had done over the years, WE reached out to his staff for guidance and support to seek appropriate sources of funding from all levels of government. And as with many projects, his office would assess and engage to provide assistance where possible, without his instruction. He noted that Mr. Craig Kielburger did have his personal email address, which was shared routinely with constituents, business associates or other individuals with whom he communicated in an official capacity. Mr. Morneau viewed his accessibility as a point of professionalism. Mr. Morneau added that his relationship with Mr. Craig Kielburger was congenial and professional in nature, similar to his relationship with many other community leaders in his riding. He characterized Mr. Kielburger as a “friendly acquaintance." Government response to the COVID‑19 Pandemic On March 11, 2020, the World Health Organization declared COVID‑19 a pandemic. In the following days and weeks, provinces and territories declared states of emergency to respond to the public health crisis. On March 13, 2020, the Government of Canada (Government) began announcing a series of measures to provide aid to provinces and territories, various sectors of industry, families and workers. Early April: Mr. Morneau identifies need for student support measures According to Mr. Morneau, it was in early April that he identified the need for a policy to assist post‑secondary students who had lost summer job offers or whose job search was upended as a result of the pandemic, and who would be ineligible for other government emergency support. Mr. Morneau added that the student support initiatives represented a small portion of the overall government support programs, noting that he had been given more than 100 decision notes, covering a broad range of policy issues, for consideration during that period. Each note required a formal analysis by the Department of Finance, and each required multiple decisions to be made. Mr. Amitpal Singh, Policy Advisor to the Minister of Finance, testified that he devised a program to encourage national projects through micro‑grants and to enable young people to gain experience simultaneously. He believed the program could be implemented and perhaps even delivered through the Canada Service Corps. He discussed the early stages of his idea with his colleagues in the Minister's office, the Department of Finance and the Prime Minister's Office. According to Mr. Singh, Mr. Morneau planned to raise Mr. Singh's general idea with Mr. Trudeau during their upcoming discussion on April 5. The Canada Service Corps is a government initiative that offers community service opportunities for young people aged 15 to 30. The program falls within the portfolio of the Honourable Bardish Chagger, Minister of Diversity and Inclusion and Youth, with the support of the Honourable Carla Qualtrough, Minister of Employment, Workforce Development and Disability Inclusion. Service placements, within one of the 12 Canada Service Corps partner organizations, can vary in intensity and duration to accommodate youth's participation. Full‑service placements involve at least 30 hours of service per week for a minimum of three months, while flexible service placements involve a minimum of 120 hours of service within a year. Youth may also access Canada Service Corps micro‑grants to fund small‑scale, youth‑led projects and innovative service ideas to address community needs. They allow youth to design, develop and implement a service project by taking ownership of an issue, proposing a solution, recruiting their peers and implementing it at the local level. Micro‑grant projects typically last three months. April 5: Mr. Morneau and Mr. Trudeau have a discussion Mr. Trudeau and Mr. Morneau briefly discussed a potential student support package of programs and benefits during an April 5 telephone call. According to Mr. Trudeau, he was told the Department of Finance was examining options to support students given the likely loss of summer employment. One of the options was the idea of the Canada Service Corps playing a role in enabling young people to assist in essential service response. Mr. Trudeau added that the Minister of Finance's office and the public service took the lead in developing the details of the student aid package. While members of the Prime Minister's Office were engaged as the programs were developed, they were not leading the effort. This was consistent with the documentation submitted to this Office. Mr. Morneau stated that on April 6, he asked his ministerial team and the Deputy Minister of Finance, Mr. Paul Rochon, to engage with officials across the Government and develop different options to support students. Documentary evidence shows that Mr. Morneau's ministerial staff engaged with the Prime Minister's Office and Ms. Chagger's office. Department of Finance officials began engaging with ESDC officials on the idea of expanding the Canada Service Corps. According to Ms. Michelle Kovacevic, Assistant Deputy Minister, Department of Finance, her department's role was to develop the policy parameters for a funding decision relating to student support measures. Ms. Kovacevic testified that while the Minister's office does not draft decisions, it does assist the Department in ensuring it has accurately captured what the Minister has instructed to be included in a policy. April 7 to April 10: WE's Social Entrepreneurship proposal According to the documentation provided, WE had been developing a proposal for a Social Entrepreneurship program prior to the pandemic. On April 7, Mr. Craig Kielburger spoke with the Honourable Mary Ng, Minister of Small Business, Export Promotion and International Trade, to introduce WE's Social Entrepreneurship program proposal. Following their call, Mr. Kielburger submitted the proposal to Ms. Ng's office on April 9. The proposal, which had been tailored to meet the new reality of the COVID‑19 pandemic, sought to serve 8,000 young Canadians over a 12‑month period. It included three components: a 10‑week digital program providing entrepreneurship expertise and support in the era of COVID‑19; a mentorship program linking entrepreneurs with several hundred experts from established companies; and a base payment to all participants, which also included access to additional incentive funds and long‑term mentorship opportunities. The proposal offered three cost levels: $6 million, $11 million and $14 million. In an email reply to Mr. Kielburger, Ms. Ng's staff indicated to him that they would review the proposal and get back to him. WE's Social Entrepreneurship proposal was also shared with the Minister of Finance's office. As part of a broader outreach to organizations outside government, Mr. Singh spoke with Ms. Sofia Marquez, then Director of Government and Stakeholder Relations with WE, on April 8. During the call, Ms. Marquez indicated that WE had moved much of its work online and spoke of a social entrepreneurship summer program the organization was developing. Ms. Marquez explained that WE had the ability to track hours, manage different participants and make payments, and would be using these tools when implementing the proposal.  Mr. Singh informed Ms. Kovacevic of his conversation with Ms. Marquez and of WE's ability to track volunteer hours. Mr. Singh testified that he believed, at the time, that the Government could use WE's ability to track hours to fill a void in their service delivery. On April 9, Ms. Marquez emailed the Social Entrepreneurship proposal to Mr. Singh, who informed Ms. Marquez that they should continue to engage with Ms. Ng's office and keep him informed of any progress. On April 10, Mr. Kielburger emailed Mr. Morneau and Ms. Chagger, separately, to inform them of his discussion with Ms. Ng and included a copy of the proposal he had shared with Ms. Ng. According to Mr. Morneau, he read Mr. Kielburger's email but did not read the attached proposal as it was not his practice to read documents sent to him from outside organizations. I found no evidence indicating Mr. Morneau responded to Mr. Kielburger's email or took any action at this time. According to Ms. Chagger, she did not speak to Mr. Morneau or to any other Cabinet colleague about WE's Social Entrepreneurship proposal. I did not find any evidence to the contrary. April 14 and 15: Mr. Morneau and Mr. Trudeau receive updates On April 14, Mr. Morneau received a briefing by Department of Finance officials on student support measures. On April 15, Mr. Trudeau received, at his request, the same briefing from Mr. Morneau's staff and Department of Finance officials. Mr. Trudeau was given further details on the Department of Finance's idea of incenting as many youths as possible to national service. He was told that this new measure would be positioned as a stream of the Canada Service Corps. Ms. Kovacevic testified that, during the April 15 briefing, she recalled Mr. Trudeau was generally in agreement with the way the Department of Finance had positioned the youth volunteering policy. Mid‑April: ESDC and Department of Finance officials begin discussing a national service initiative and volunteer matching platform Following Mr. Trudeau's briefing, officials with the Department of Finance and ESDC began having discussions on implementation options for a new youth national service program, as developing the model for the program fell within the latter's responsibility. Ms. Chagger's office was also engaged as needed. In mid‑March, at the request of Ms. Chagger's office, ESDC officials had drafted a proposal to expand the micro‑grants program of the Canada Service Corps. The proposal was shared with Ms. Kovacevic on April 15. In an April 15 email from Ms. Kovacevic to two ESDC officials, including Ms. Rachel Wernick, Senior Assistant Deputy Minister, Ms. Kovacevic wrote that the Department of Finance had already earmarked funds to expand the Canada Service Corps' micro‑grants, and that ESDC officials needed to think of something bigger in order to reach as many youth as possible. Ms. Kovacevic suggested leveraging the service stream of the Canada Service Corps and the Volunteer Canada platform to receive more submissions for volunteer matching, adding that Mr. Trudeau had been supportive of the idea. Ms. Kovacevic also raised the possibility of providing youth with bursaries in recognition of their service. Ms. Kovacevic informed Ms. Wernick that, in a matter of days, Mr. Trudeau would likely make an announcement relating to student support measures and that they needed to determine what could be done. Ms. Wernick replied that she understood Ms. Kovacevic's reference to the Volunteer Canada platform to mean that the interest was in offering youth short, one‑off volunteering activities that could assist in the COVID‑19 pandemic. Ms. Wernick explained to Ms. Kovacevic that the Canada Service Corps provided micro‑grants for project proposals undertaken by youth with other youths, and that service activities under the Canada Service Corps were more intense than ad hoc service opportunities with a short duration. Ms. Wernick also informed Ms. Kovacevic that they needed to be realistic on how much more they could expand the micro‑grants of the Canada Service Corps given the limitations of the third party responsible for disbursing the micro‑grants to recipients, and the fact that many of the not‑for‑profits were closed because of the pandemic. The documentary evidence shows that ESDC officials had contacted the third party in early April to inquire about its capacity to expand and had been told the organization could provide a total of 7,200 micro‑grants and that they would take three months to put into place. In the same email conversation, Ms. Wernick advised Ms. Kovacevic against using Volunteer Canada's online platform as it had limitations. Instead, Ms. Wernick suggested a web‑based matching service using the Government's Job Bank platform with promotional assistance from an organization, like WE, that could leverage its social media following to direct youth to the government site where they could sign up to volunteer. Ms. Wernick wrote that officials would reach out to WE. Ms. Wernick testified that it was her previous experience with WE that led her to suggest the organization. In the context of the design phase of the Canada Service Corps in 2018, ESDC's Skills and Employment Branch entered into a contribution agreement with WE, which was asked to explore incentive models to encourage youth to participate in service that included a particular emphasis on digital supports and innovative ways of reaching youth. Ms. Wernick also testified that ESDC officials had learned through their experience with Volunteer Canada's Pan‑Canadian Volunteer Matching Platform that although a youth‑based program could be developed, it did not mean that there would be uptake. According to Ms. Wernick, from 2017 to 2019, Volunteer Canada had received funding from the Government to develop a platform that would serve as a one‑stop shop for youth to access volunteer opportunities across Canada. The organization built a database with 80,000 opportunities, however, there was very limited uptake by youth, due in part to a lack of social media integration. This was the reason for her suggestion of using an organization such as WE which, according to Ms. Wernick, had a proven track record of successfully engaging with youth. Ms. Kovacevic replied to Ms. Wernick that if there was something with WE that could be done, ESDC officials should propose it. Ms. Kovacevic testified that she understood the purpose of contacting WE at that time would be to see about tapping into their youth network to drive youth to the Government's volunteer matching platform. Ms. Kovacevic also testified that given the very tight timelines and the amount of program development left to do, if involving WE or any other organization could assist the Government in realizing their ambitious program, she wanted officials to propose it. Following her discussions of April 15 and 16 with Ms. Kovacevic, Ms. Wernick and ESDC officials began exploring various options and evaluating the Government's infrastructure for a volunteer matching platform. They sought to determine the Government's ability to quickly build a function to track volunteer hours, the capacity of the third party responsible for administering the Canada Service Corps micro‑grants program to expand, and the capacity of various not‑for‑profit groups to track service hours and disburse the bursaries. Ms. Wernick testified that ESDC officials tried to respond very quickly to the Government's desired options as they had been expressed to them by Department of Finance officials. April 17: Ms. Chagger speaks with WE According to documentary evidence, after meeting Ms. Chagger during a December 2019 WE Day event in Ottawa, Mr. Craig Kielburger contacted her in early February 2020 and requested a meeting in order to discuss WE's work and its desire for further collaboration with the Government. As a result of the request, a meeting was scheduled for April 17. In preparation for the meeting, ESDC officials provided Ms. Chagger with a briefing note. The note indicated that ESDC had recently received the Social Entrepreneurship proposal from WE which proposed to create an online educational learning platform focused on service and volunteerism. Documentary evidence shows that the Director General of the Canada Service Corps spoke with Ms. Marquez in order to receive further information on WE's proposal. According to the briefing note, WE's proposal offered several areas for future collaboration, some of which could be tailored to address immediate needs of youth because of the pandemic. As a speaking point, it was suggested that Ms. Chagger indicate to Mr. Kielburger that she would ask her officials to reach out to learn more about the proposal, which could address immediate needs of youth as a result of the pandemic. Ms. Chagger and Mr. Kielburger spoke on April 17, at which time Mr. Kielburger and Ms. Marquez presented WE's Social Entrepreneurship proposal. Following their meeting, Ms. Chagger asked her staff if WE's Social Entrepreneurship proposal was being considered. Her staff contacted staff in Ms. Ng's office to inquire about Ms. Ng's thoughts on the proposal. Ms. Ng's staff advised that WE's proposal was under evaluation and that neither Ms. Ng nor her staff had yet spoken to Mr. Kielburger about the proposal. April 18: Mr. Morneau is briefed on the student aid package On April 18, Department of Finance officials updated Mr. Morneau on the current development of the new national service program. According to Mr. Morneau, officials raised the prospect of a partnership with the private sector or not‑for‑profit sector in order to disburse the bursaries and mentioned WE, among other organizations, as an example of a group already doing similar work. In an April 17 draft memorandum from the Department of Finance to Mr. Morneau, no third‑party partner was proposed. Ms. Kovacevic testified that during the briefing, Mr. Morneau requested that youth receive a grant rather than a bursary for their service and suggested the use of a private corporation to disburse the grants. Following her briefing with Mr. Morneau, Ms. Kovacevic testified that ESDC officials informed her that disbursing grants instead of bursaries would require an organization to issue the grants because the Government had reached its capacity with the disbursement of the Canada Emergency Response Benefit and Employment Insurance. Ms. Wernick testified that the involvement of a private corporation was less than ideal. Rather, an organization with experience with youth would be preferable to ensure the success of the program. According to documentary evidence, at that time ESDC officials were exploring the possibility of having university groups disburse the bursaries or grants given that the purpose of the new national service program was to assist youth in paying for post‑secondary education. April 19: ESDC official contacts WE As ESDC officials continued to evaluate the Government's infrastructure and capacity to run and populate a volunteer service matching platform, Ms. Wernick sent an email to Mr. Kielburger indicating that the Government was working on something that might be of interest to WE. Ms. Wernick wrote that there was a small window of opportunity to influence thinking and that she would greatly benefit from Mr. Kielburger's insights. They spoke shortly thereafter. Ms. Wernick testified that the purpose of her call with Mr. Kielburger was to share the broad terms of the Government's goal of a summer youth service program and to get his reaction as an expert in the area of youth service. They also discussed the current challenges of not‑for‑profit organizations during the COVID‑19 pandemic. According to Ms. Wernick, Mr. Kielburger indicated that because of the pandemic, volunteering opportunities, which were traditionally done in person, would now have to be completed online. Small not‑for‑profits with little digital capacity would require support. It was at this time, according to Ms. Wernick's testimony, that Mr. Kielburger mentioned WE's Social Entrepreneurship proposal. According to her notes of the call, Mr. Kielburger said that their Social Entrepreneurship proposal could be merged with a national service initiative and expanded. In a June 12 recorded videoconference between Mr. Marc Kielburger and several other participants from various Canadian youth organizations, Mr. Kielburger stated to attendees that the Prime Minister's Office had contacted WE the day after Mr. Trudeau's announcement on student support measures. According to Mr. Kielburger's statement in the video, they inquired whether the organization would be interested in assisting with the implementation of the new CSSG. Mr. Kielburger later stated that he had incorrectly referred to the Prime Minister's Office and that the outreach had come from ESDC officials. In his affidavit, Mr. Kielburger confirmed that he had incorrectly identified the timing of that call as the week of April 26. Rather, the call in question was Mr. Craig Kielburger's April 19 call with Ms. Wernick. This is consistent with both the documentary evidence and Ms. Wernick's testimony. Mr. Rick Theis, Director of Policy and Cabinet Affairs in the Prime Minister's Office, confirmed that he did not have contact with WE representatives, nor was he aware of anyone else in the Prime Minister's Office having had contact with them at that time. There is no documentary evidence to suggest otherwise. Following her call with Mr. Kielburger, Ms. Wernick debriefed her departmental officials and Ms. Kovacevic on her call with Mr. Kielburger. In an email to staff in Mr. Morneau's office, Ms. Kovacevic indicated that ESDC officials believed that the Government might be able to use WE as the volunteer‑matching third party and use the Government's online infrastructure as the payment mechanism. After being briefed by Ms. Kovacevic, Mr. Singh emailed Mr. Morneau to inform him that officials with ESDC and the Department of Finance had decided to bring WE “into the fold" as the third party to administer the grants and lead the volunteer matching platform. He wrote that he was strongly supportive and had been engaging with WE. However, Ms. Kovacevic testified that no decision about WE was made at this time. April 19: ESDC's initial proposal for a national service program is shared Following Ms. Wernick's April 19 call with Mr. Kielburger, and after completing an analysis of the Government's infrastructure and capacity to run and populate a volunteer matching platform, ESDC officials drafted a proposal for a modest expansion of the Canada Service Corps, with up to 15,000 micro‑grants. It included the proposed development of the I Want to Help website, a web‑based volunteer matching platform and a program rewarding hours volunteered. As a consideration, it was noted in ESDC's proposal that to enhance the reach of more youth, ESDC would explore the potential for youth‑serving organizations to direct more youth to the platform, including through its social media channels. WE served as an example of an organization that had a large social media following. The proposal suggested that large numbers of not‑for‑profits were closing their doors and that many were operating with limited resources. As a result, supporting the integration of volunteers would require time and resources that were already stretched. Furthermore, post‑secondary aged youth would likely be more interested in—and gain more meaningful experience from—structured volunteering opportunities rather than opportunities that involved unskilled manual labour. However, those types of opportunities would require more support from the volunteer organization. As a result, ESDC officials suggested using WE's Social Entrepreneurship proposal of 8,000 placements to populate the volunteer matching platform as it would provide more meaningful learning experiences for students and would draw on medium and large businesses rather than taxing not‑for‑profit organizations. Ms. Wernick testified that given the sense of urgency to develop a suitable program, ESDC officials believed that some of the structure of WE's Social Entrepreneurship proposal could be adapted and used towards the expansion of the Canada Service Corps' micro‑grants program. Ms. Wernick also testified that ESDC officials believed that WE could assist both youth and not‑for‑profits in delivering digital service opportunities. On April 19, Ms. Wernick shared ESDC's proposal, along with WE's Social Entrepreneurship proposal, with another ESDC official and with Ms. Kovacevic, who then forwarded Ms. Wernick's email to Mr. Singh. April 20: WE contacts the public service following its call with Ms. Chagger On April 20, Ms. Marquez emailed the Director General of the Canada Service Corps, who had contacted her in preparation for Ms. Chagger's April 17 call with WE, to provide an update of the call. In her email, Ms. Marquez wrote that Mr. Kielburger had provided Ms. Chagger an overview of WE's current COVID‑19 digital programming for service‑learning and mental well‑being. According to Ms. Marquez, Ms. Chagger expressed an interest in exploring ways to adapt the Social Entrepreneurship proposal to include a service component. Ms. Chagger also suggested that WE consider opening a service stream for youth who were not well supported through virtual mentorship and who were looking for micro‑grants to advance their projects. According to Ms. Marquez, as a next step, Ms. Chagger expressed her willingness to connect WE with her staff and identify tangible ways to move the opportunity forward. Ms. Marquez wrote that she had shared WE's proposal with several officials, including Ms. Wernick, and that she had yet to hear back from anyone. The Director General forwarded Ms. Marquez's email to Ms. Wernick and asked if they should follow‑up. In her reply, Ms. Wernick instructed the official to inform Ms. Marquez that things were still evolving. Ms. Wernick further wrote that the matter was in the hands of Department of Finance officials who needed to indicate whether there was interest prior to involving WE. April 19 to April 21: WE contacts Mr. Morneau's ministerial staff On April 19, following Mr. Kielburger's discussion with Ms. Wernick, Ms. Marquez emailed Mr. Singh and another staff member from Mr. Morneau's office to indicate that they had been approached by a senior ESDC official regarding a potential youth funding announcement, likely under the Canada Service Corps. Ms. Marquez also noted that the program seemed rushed and uncoordinated, but that nonetheless she believed WE could help. In his reply, Mr. Singh apologized for any confusion the conversation with Ms. Wernick may have caused. He also raised WE's Social Entrepreneurship proposal, indicating that he had heard from Ms. Wernick that WE could increase the 8,000 placements as well as the number of participants. Mr. Singh asked how much it would cost to increase the 10‑week digital program to 20,000 placements and asked that Ms. Marquez relay to him the specifics. In an April 20 email to Ms. Kovacevic, Mr. Singh informed her that he had spoken with the team at WE and that they were happy to rework their original Social Entrepreneurship proposal into a summer program, offering 20,000 service positions for $12 million, to fully meet the objective of a national service initiative. He wrote that he had spoken to WE at a high level on the need for a third party to administer a monetary incentive, should the Government decide to provide one. Ms. Kovacevic testified that she understood Mr. Singh's email to mean that he believed the opportunities offered through WE's Social Entrepreneurship proposal could be used to populate the I Want to Help volunteer matching platform. However, Mr. Singh testified that he asked WE to rework its proposal as a concept exercise allowing the Government to understand how a national service program could be administered, particularly the tracking of completed volunteer hours. In his email, Mr. Singh also noted that WE would provide a new proposal shortly and that as soon as policy approvals were received, ESDC should reach out and bring the organization “into the fold." Ms. Kovacevic thanked Mr. Singh for keeping the relationship with WE “strong." When asked what she meant by her comment, Ms. Kovacevic testified that, to the best of her recollection, she believes it may have been due to a worry of having limited options and wanting to ensure that the Government nurtured that relationship. In an early morning email on April 21, Ms. Marquez submitted to Mr. Singh WE's new Youth Summer Service proposal. In her email, Ms. Marquez stated that the proposal offered to turn the 10‑week digital program from their original Social Entrepreneurship proposal into a national digital service program which would enable 20,000 young Canadians to engage in summer service placements and projects during the COVID‑19 crisis, at a cost of $12 million. Mr. Singh testified that he did not assess or analyze the new proposal nor did he speak with Mr. Morneau about the proposal. Mr. Singh then forwarded WE's Youth Summer Service proposal to staff in the Prime Minister's Office. Mr. Singh also testified that he did not speak to staff in the Prime Minister's Office about WE's new proposal. April 21: Mr. Morneau is briefed on the Canada Student Service Grant On April 19, Department of Finance officials provided Mr. Morneau with a draft memorandum relating to the proposed student support measures, which included four funding notes (annexes 1 to 4) for the Minister of Finance's approval and supporting materials for information purposes only (annexes 5 to 9). On April 20, the memorandum and related annexes were shared with officials in the Privy Council Office and staff in the Prime Minister's Office. On April 21, Mr. Morneau received a briefing from Department of Finance officials on the draft April 19 memorandum and the nine annexes. Annex 1: Expansion of youth employment and job skills programming The note related to a broader expansion of existing federal programs, such as the Canada Service Corps, by increasing youth volunteer activities and the number of micro‑grants available through the Canada Service Corps, and creating the I Want to Help volunteer matching platform to support broader efforts to help young people pursue national service opportunities. As a consideration, it was noted that to enhance the volunteer matching platform's reach to more youth, ESDC would explore the potential help of youth‑serving organizations, including through their social media channels. WE was offered as an example of an organization with a large social media following. It was recommended that Mr. Morneau approve $112 million to expand the Canada Service Corps, which included $2 million to support the I Want to Help volunteer matching platform. Annex 4: The Canada Student Service Grant This note related to the new CSSG, a proposal to incentivize youth and students to volunteer and contribute to the COVID‑19 response and to address areas of need in their communities. According to the document, the call‑to‑action would be accompanied by the launch of the new I Want to Help volunteer matching platform, which would support broader efforts to help young Canadians pursue national service positions, as outlined in Annex 1 relating to the Canada Service Corps. The note also outlined the potential benefits and drawbacks of launching the program during the summer. It noted that a late summer launch would provide more time to make decisions about the delivery mechanism and related options. However, given the limited alternatives and the interest in quickly rolling out the CSSG, a third party to administer the grants was deemed the best option. Officials stated that the delivery agent should be partnered with an organization knowledgeable about the volunteer sector, such as WE. Department of Finance officials noted that further work on Annex 4 was required because of significant concerns with the target beneficiaries, the potential cost, and how the program compared to other proposed youth measures. Department of Finance officials recommended that if there was an interest in a near‑term announcement, only basic information about the grant should be given. They also recommended setting aside $900 million for the initiative based on preliminary estimates and an additional $100 million for the implementation and the associated costs of a broader portal and public awareness campaign. Officials noted that should Mr. Morneau agree with the recommendation, they would work to scope the delivery mechanism and seek a funding decision on outstanding elements, including how a third party would be selected and the approximate cost to administer the grant. On April 21, Mr. Morneau signed the decision page approving Annex 1, and verbally approved the recommendation to set aside funds for the program as set out in the decision page relating to Annex 4. Annex 9: WE's Social Entrepreneurship proposal As part of the supporting information to the memorandum, Department of Finance officials included WE's original Social Entrepreneurship proposal that had been submitted to Ms. Ng on April 9. The Department of Finance advised that given the interest in encouraging youth to contribute to the COVID‑19 response, it was assessing the proposal in the context of the CSSG option outlined in Annex 4 as well as the Canada Service Corps' proposed volunteer matching platform outlined in Annex 1. It was the Department of Finance's view that there might be merit in a phased approach to the implementation of a broader service initiative, given public health constraints. The note indicated that a more fulsome briefing could follow should Mr. Morneau be interested in further analysis of the proposal. According to Mr. Morneau, to the best of his knowledge this was the first time WE was identified in his briefing materials related to student support measures. Ms. Kovacevic's testimony corroborated Mr. Morneau's version of events. Ms. Kovacevic testified that given time constraints, WE's Social Entrepreneurship proposal had not been analyzed or assessed at that time. According to Ms. Kovacevic, Mr. Morneau was not given any details about the proposal during his briefing. He was simply informed that they had received the proposal. Mr. Morneau stated that he did not make any decision in relation to the Social Entrepreneurship proposal. Nothing in the documentary evidence indicates that Mr. Morneau approved or provided direction on this initiative. Ms. Kovacevic further testified that Mr. Morneau did not give any instructions regarding WE during the briefing, he did not request a further briefing on the Social Entrepreneurship proposal, nor did he ever mention the proposal to her. ​Ms. Kovacevic said that it was following her briefing to the Minister that she realized they had failed to ask Mr. Morneau his intentions for the Social Entrepreneurship proposal. In an email to Mr. Singh seeking confirmation of Mr. Morneau's decisions, Ms. Kovacevic also inquired whether the Department of Finance should set aside funding for the proposal. Mr. Singh replied that he was still waiting for confirmation from the Prime Minister's Office, but that they should put in a $12 million placeholder, and forwarded to Ms. Kovacevic WE's new Youth Summer Service proposal, which Ms. Marquez had forwarded to him earlier that day. Mr. Singh testified that he did not receive any confirmation from Mr. Morneau or the Prime Minister's Office on WE's Social Entrepreneurship proposal and that he himself made the decision to have Ms. Kovacevic include a statement in the Annex 4 that the proposal had been approved for funding by Mr. Morneau. When asked if WE's Youth Summer Service proposal had been presented to Mr. Morneau during the briefing, Ms. Kovacevic stated that at that time she had not read either of WE's proposals and as such would not have given the Minister any details. Having not analyzed or assessed WE's original Social Entrepreneurship proposal or read its new Youth Summer Service proposal, it would appear that Department of Finance officials were not aware at that time that they were two distinct proposals. According to the Privy Council Office, shortly after Mr. Morneau's April 21 briefing, a senior official with the Department of Finance communicated to Privy Council Office officials the understanding that Mr. Morneau had approved funding for WE's Social Entrepreneurship proposal. The Privy Council Office was unable to provide a record of this communication. On the evening of April 21, Ms. Kovacevic forwarded to Mr. Singh the Decision page for Annex 4, which included the Minister's approval to set aside $900 million for the CSSG and a provisional line for $12 million for WE's Social Entrepreneurship proposal. Ms. Kovacevic testified that the recommendation to fund the proposal was included in the Annex 4 with the understanding that it could be taken out if Mr. Morneau was not in agreement. A notional line for $12 million for WE was also included in the budget breakdown of the CSSG and communication products that were drafted in support of Mr. Trudeau's upcoming announcement relating to student support measures. Mr. Singh admitted that the provisional line of $12 million for the Social Entrepreneurship proposal should not have been included and, given that he had not received confirmation to include it from either the Prime Minister's Office or from Mr. Morneau, he should have ensured that it had been removed prior to the annex being shared with the Privy Council Office. Mr. Singh testified that they were moving at a very fast pace and that it was a mistake for which he took responsibility. According to Mr. Morneau, he never saw the version of Annex 4 with the statement that WE's Social Entrepreneurship proposal be funded. This is consistent with Ms. Kovacevic's testimony as well as documentary evidence which shows that Mr. Singh requested to his colleagues in the Minister's office that Annex 4 be held and that it not be sent to Mr. Morneau as it required additional work. Ms. Kovacevic admitted that given the speed at which they were moving, mistakes were made. According to Ms. Kovacevic, in a normal process, a minister would have signed off on any funding decision prior to an announcement rather than simply give verbal approval, meaning there would have been written confirmation of the decision. April 21: Mr. Trudeau is briefed on the student support measures On April 21, Mr. Trudeau was briefed by his staff on the April 19 draft memorandum and supporting annexes relating to the student support measures prepared by the Department of Finance for Mr. Morneau. According to Mr. Trudeau, there was still no mention of WE playing a role, as far as he was aware. Mr. Trudeau's impression remained that the Canada Service Corps would likely be expanded to help deliver the program. Mr. Trudeau hoped that the Canada Service Corps' development could be accelerated if it was made responsible for the CSSG. Mr. Trudeau did not recall reading Annex 9 relating to the Social Entrepreneurship proposal, or otherwise being made aware of it during the April 21 briefing. Mr. Theis, who participated in the briefing, testified that Mr. Trudeau was given the broad concept of the national service program: that a student who did not qualify for the Government's new Emergency Relief Benefit could apply for and receive a stipend for completing a pandemic‑related volunteering activity. Mr. Theis said that the program concept had not yet been developed. Mr. Theis said that WE's potential participation was not mentioned during the briefing, nor was WE's Social Entrepreneurship proposal. Mr. Theis further testified that neither Mr. Trudeau nor his Chief of Staff, Ms. Katie Telford, gave any instructions relating to WE's involvement in the new national service program. On April 21, Ms. Chagger's staff received their first briefings from ESDC officials, Mr. Morneau's office and the Prime Minister's Office on the student support measures that would be announced the following day. ESDC officials gave details on the I Want to Help volunteer matching platform and the expansion of the Canada Service Corps. Staff from Mr. Morneau's office and the Prime Minister's Office both provided Ms. Chagger's staff with an overview of the overall support measures relating to youth, and the new monetary incentives that would be offered for completed national service. According to documentary evidence, staff then briefed Ms. Chagger. April 22: Mr. Trudeau announces student support measures On April 22, 2020, Mr. Trudeau announced a series of proposed measures to provide financial assistance to post‑secondary students and recent graduates in response to the COVID‑19 pandemic. Among them was the new CSSG, which would provide up to $5,000 to eligible students who volunteered during the summer in support of the COVID‑19 response. He also announced a new I Want to Help web‑based volunteer matching platform by ESDC, which would allow students to find volunteer opportunities to contribute to the COVID‑19 response in their community. According to Mr. Morneau, although his office was not primarily responsible for developing the CSSG, his staff remained involved in the file following Mr. Trudeau's announcement because of his office's responsibility to track appropriate allocation of funding. Documentary evidence shows that Mr. Singh continued to engage across the Government and with WE representatives on the CSSG project. April 22: Mr. Craig Kielburger submits WE's new Youth Summer Service proposal Following the Prime Minister's announcement, Mr. Craig Kielburger sent WE's Youth Summer Service proposal, which Ms. Marquez had originally sent to Mr. Singh on April 21, to several government officials including Ms. Wernick and the Privy Council Office, as well as several ministers such as Mr. Morneau, Ms. Ng and Ms. Chagger, the Office of the Deputy Prime Minister, and the Office of the Minister of Innovation, Science and Industry. Staff in the Prime Minister's Office also received the proposal from the Privy Council Office. The Prime Minister's Office had previously been forwarded a copy by Mr. Singh on April 21. In his email, Mr. Kielburger wrote that WE's new Youth Summer Service proposal included a three‑month summer opportunity to engage 20,000 young people to participate in service projects, while allowing them to earn a stipend to fund their post‑secondary studies or personal needs. Mr. Kielburger also included WE's original Social Entrepreneurship proposal which, according to Mr. Kielburger, could be implemented alongside the Youth Summer Service proposal or as a second stream. On the same day, Ms. Marquez resubmitted WE's two proposals to Mr. Singh. Ms. Marquez indicated that Mr. Kielburger had shared them with several ministers that morning. Mr. Singh forwarded Ms. Marquez's email to Ms. Kovacevic and provided introductions. In his email, Mr. Singh informed Ms. Kovacevic that he and Ms. Marquez had spoken earlier that day about the 20,000 positions proposed in WE's new Youth Summer Service proposal that could help launch the CSSG. Mr. Singh further wrote that he hoped Ms. Kovacevic would quickly touch base with Ms. Marquez. April 23: ESDC begins discussions with WE Ms. Wernick testified that it was following Mr. Trudeau's announcement, on April 23, that ESDC officials learned about the new CSSG program in greater detail from Ms. Kovacevic and other Department of Finance officials. According to Ms. Wernick, the proposed program was very ambitious and much bigger than what ESDC officials had initially proposed with the Canada Service Corps expansion. Ms. Kovacevic asked ESDC officials to put forward a proposed design and delivery plan for the CSSG, with a mid‑May 2020 launch. Ms. Wernick testified that because the CSSG was to be a summer program launching in mid‑May, officials with ESDC and the Department of Finance determined that the involvement of a third party to administer the entire program was necessary. Ms. Wernick added that in order to provide service opportunities to as many youth as possible, it would not be feasible for the Government to deliver this program in a timely manner. Ms. Wernick also testified that it was at this time that WE was identified as a potential administrator for the CSSG as the organization had the capacity to pay the grants, and the organization had submitted its Youth Summer Service proposal which could potentially be used as the basis for the CSSG. Following their discussion of April 23, Ms. Kovacevic informed Ms. Wernick that the Minister of Finance's office confirmed that ESDC officials should be “courting" WE. However, they should not announce any confirmation of funding for their Youth Summer Service proposal as the Prime Minister had not yet signed off on the matter. Ms. Wernick testified that she took Ms. Kovacevic's email as a green light to begin discussions with WE on their possible administration of the CSSG. Ms. Kovacevic testified that given Mr. Morneau had only approved the $900 million set aside for the CSSG, and that no other specifics had been approved, Ms. Wernick should not make any commitments while speaking with WE. On April 24, Ms. Wernick and Ms. Kovacevic spoke with Mr. Kielburger and Ms. Marquez. The government officials gave details about the new CSSG and asked that WE submit a full proposal to administer the program, which would include additional details such as an implementation plan, a budget and timelines. Documentary evidence shows that ESDC officials began working closely with WE to develop a large‑scale proposal pursuant to which WE would be tasked with the sole administration of the CSSG, subject to the approval of Ms. Chagger. April 26: Mr. Morneau has a discussion with Mr. Craig Kielburger According to Mr. Morneau, as part of outreach efforts to not‑for‑profit organizations and businesses to discuss the impact of the pandemic on their sectors, he contacted Mr. Craig Kielburger on April 26. Mr. Morneau indicated that he and Mr. Kielburger did not discuss the CSSG or WE's Social Entrepreneurship proposal. Mr. Kielburger stated that he and Mr. Morneau mostly spoke of the effects of the pandemic on the not‑for‑profit sector and discussed the pandemic itself. Mr. Kielburger noted that he raised in passing his discussion with Ms. Ng about the Social Entrepreneurship proposal. Following their call, Mr. Kielburger emailed Mr. Morneau, thanking him for the call, and sent him two documents relating to the pandemic that Mr. Kielburger had referenced during their conversation. Mr. Kielburger did not raise the Social Entrepreneurship proposal in the email. Mr. Kielburger confirmed that he did not have any further discussions or communications relating to the Social Entrepreneurship proposal with Mr. Morneau following their April 26 call. On April 27, Ms. Kovacevic wrote to Ms. Wernick: “I know that my min has been speaking with WE. Lots of convo going on. There is huge interest from my end." Ms. Kovacevic testified that her reference to “my min" was a reference to the many discussions between Mr. Singh and Ms. Marquez taking place during that time. However, she testified that she did not believe Mr. Singh was attempting to engineer WE as the administrator of the CSSG. Ms. Kovacevic further testified that at no time during their briefings did Mr. Morneau speak about WE. According to Ms. Kovacevic, Mr. Morneau's priority was about the pandemic and about quickly putting measures into place that would support youth. April 28: ESDC develops the CSSG proposal On April 28, ESDC officials provided Ms. Chagger's office with a proposed design and delivery plan of the expansion of the micro‑grants program of the Canada Service Corps and the CSSG. With respect to the CSSG, the proposal recommended three elements: a service grant for youth who volunteered; the creation of the I Want to Help portal to help youth find service placements and volunteer opportunities and track the hours volunteered; and a third party to disburse the grants. With respect to the I Want to Help portal, the proposal outlined that ESDC did not have, at that time, the capacity to collect and translate the volunteer opportunities and verify their quality prior to the release of the online platform. As such, it was recommended that identification and validation of volunteer opportunities be undertaken by a third party. Leveraging networks across the country, the third party would rapidly compile volunteer opportunities and turn them into a database that it could also monitor for quality control purposes. The proposal also noted that distribution of funds created significant challenges for ESDC as there was no mechanism in place at that time to deliver this type of a grant directly to a large number of youths. According to the proposal, there would also be legal and authority issues associated with direct payment of grants directly by ESDC. As a result, for speed and simplicity of delivery, it was recommended that a third‑party organization administer and disburse the grants. The proposal outlined the three areas where a third party was required to ensure a mid‑May launch: grant administration, creating additional service placements, and supporting the platform by seeking and vetting new opportunities. The proposal noted that while various third‑party options were being considered, there were few organizations who were able to perform all three functions or had the necessary expertise to work with youth. ESDC officials noted that WE had put forward a proposal that aligned with the CSSG model. Specifically, WE was in a position to help provide 20,000 placement opportunities, assist in populating the portal by working with its network to seek new opportunities, perform a clearinghouse function and vet opportunities based on the criteria provided, and administer the grants to each recipient. April 30: The CSSG proposal is discussed at a “four corners" meeting On April 30, Privy Council Office officials organized a “four corners" meeting to discuss the CSSG. Mr. Theis testified that he requested the meeting in order to receive a briefing from officials on their plan for the implementation of the CSSG. Participants included officials from the Department of Finance, ESDC and the Privy Council Office, as well as ministerial staff from the Prime Minister's Office and Ms. Chagger's office. In preparation for the discussion, ESDC officials provided the CSSG proposal and a document of key issues for discussion in relation to the CSSG. The document outlined the eligible individuals and service opportunities, the I Want to Help volunteer matching platform and the grant amounts and payments. According to the notes taken by Privy Council Office officials and the minutes of the meeting, attendees asked questions relating to the eligibility of participants, equity concerns, and the various grant levels depending on hours of service completed. No questions relating to WE's administration of the CSSG were raised during the meeting. April 29 to May 1: Mr. Morneau's staff advocate for WE's Social Entrepreneurship proposal Documentary evidence shows that while Mr. Kielburger and Ms. Marquez worked with ESDC officials to develop a proposal for the administration of the CSSG, they continued to seek funding for their original Social Entrepreneurship proposal. Records also show that Mr. Singh assisted Ms. Marquez in accessing ministerial offices by introducing her to staff members and giving the contact information of ministerial staff, such as staff in Ms. Chagger's office and the Prime Minister's Office. On April 29, Ms. Marquez emailed a staff member in Ms. Chagger's office requesting a meeting to discuss the possibility of receiving funding for their original Social Entrepreneurship proposal, indicating that Mr. Singh had provided her with the contact information. Ms. Chagger's staff forwarded Ms. Marquez's email to Mr. Singh and asked him about the purpose of the referral. In his reply, Mr. Singh spoke of WE's Social Entrepreneurship proposal and suggested it could be incorporated into current endeavours relating to the Canada Service Corps and the CSSG. Ms. Chagger's staff replied to Mr. Singh that they did not see a role for the Social Entrepreneurship proposal. According to Ms. Chagger, the subject of the proposal fell outside her ministerial portfolio and no further action was taken by her office. There is no documentary evidence to suggest otherwise. In a May 1 email to Mr. Singh, a staff member in Ms. Ng's office wrote that they had spoken with Mr. Kielburger the previous day and that Mr. Kielburger indicated that the Finance Minister's office was supportive of the Social Entrepreneurship proposal. Ms. Ng's staff asked Mr. Singh for some context. In his reply, Mr. Singh confirmed that WE's original Social Entrepreneurship proposal had the support of the Minister of Finance's office. He also wrote that the proposal would be useful for the next phase of the pandemic response and asked whether there was an existing policy or program to help house the proposal in Ms. Ng's department or if a new framework would need to be developed. Ms. Ng's staff informed Mr. Singh that officials had conducted an analysis of the proposal and felt that it was more geared towards ESDC. Ms. Ng's staff further wrote that they would take Mr. Singh's feedback on the proposal and discuss it with their colleagues. It does not appear that Ms. Ng's office took any further steps with respect to WE's Social Entrepreneurship proposal. Mr. Singh testified that he was speaking on behalf of the Finance Minister's office when he told Ms. Ng's staff that the proposal had its support. According to Mr. Singh, while Mr. Morneau had not given his support of WE's proposal, nor had he given Mr. Singh any direction with respect to the proposal, he had raised with Mr. Singh the importance of having as many youth as possible involved and gaining work experience. Mr. Singh believed WE's proposal offered a good program which could have a meaningful impact for young people and, as a result, raised it with other ministerial offices. According to Messrs. Marc and Craig Kielburger, at no time did they, or anyone else with WE, receive any assurances that their Social Entrepreneurship proposal would be funded by the Government. May 1: WE provides an updated proposal On May 1, Mr. Craig Kielburger provided ESDC officials with an updated proposal which outlined how WE would administer the CSSG. The proposal was also shared with Ms. Chagger's staff. The proposal outlined the budget for the delivery of funds to three cohorts of 20,000 students. The cost of delivery for the first cohort of students was projected to be $19.5 million; the following two cohorts were forecast to cost $13.77 million each. In the proposal, Mr. Trudeau's spouse and mother were listed as two of WE's Canadian celebrity ambassadors. At this point in time, the inclusion of Mr. Trudeau's spouse and mother as celebrity ambassadors in WE's proposal did not appear to raise any concerns with respect to a potential conflict of interest for Mr. Trudeau. May 1: The Privy Council Office's memorandum to the Prime Minister on student support measures On May 1, Privy Council Office officials provided a memorandum for the Prime Minister with respect to the Minister of Finance's April 21 decisions relating to student support measures. The memorandum sought confirmation of the Prime Minister's decision on policy and funding authority to implement supports for Canadian youth and students, which Mr. Trudeau had announced on April 22. With respect to the Canada Service Corps and the CSSG, Privy Council Office officials supported the Minister of Finance's decision. With the understanding that Mr. Morneau had approved the funding of $12 million for WE's Social Entrepreneurship proposal, the memorandum included a recommendation relating to that proposal. According to the note, which was approved by Mr. Ian Shugart, Clerk of the Privy Council and Secretary to the Cabinet, officials recommended against funding WE's Social Entrepreneurship proposal because in their view the proposal would not support the broad range of students impacted by the pandemic, notably students from vulnerable populations. Officials recommended that should there be a desire to fund such a proposal as part of broader supports to students, further analysis and work would be required with a view to a more inclusive initiative. It would appear that Privy Council Office officials were unaware that the $12 million related to WE's new Youth Summer Service proposal rather than the original Social Entrepreneurship proposal. According to the Privy Council Office, interactions on the Social Entrepreneurship proposal were limited to Department of Finance officials. There were no discussions between the Privy Council Office and Mr. Morneau or his staff regarding this proposal, nor any other minister or their staff. Officials with the Privy Council Office prepared a written memorandum for the Prime Minister but had also verbally advised staff in the Prime Minister's Office on the overall student aid package. The Privy Council Office recommended against funding the Social Entrepreneurship proposal. According to Mr. Shugart, there were no further discussions with the Prime Minister on the proposal. Mr. Theis testified that he recalled Privy Council Office officials raising the same concern that they had expressed in the memorandum. According to Mr. Morneau, he was unaware of the existence of the May 1 memorandum, as neither he nor Department of Finance officials were privy to memoranda to the Prime Minister. Mr. Morneau was surprised to learn that the statement relating to WE's Social Entrepreneurship proposal had been included in the memorandum. Mr. Morneau confirmed that he would not have provided any such confirmation to the Privy Council Office, nor was he aware as to how or why this statement was made as he had never approved any such funding. May 5: ESDC's implementation proposal for the CSSG is presented at the Cabinet COVID Committee On May 3, an Order in Council was approved providing Ms. Chagger with the authorities over the CSSG. On May 5, Ms. Chagger approved ESDC's proposal for the implementation of the CSSG. During the pandemic, the normal work of Cabinet committees was suspended in favour of a single Cabinet committee focused on responding to the pandemic: the Cabinet Committee on the federal response to the coronavirus disease (COVID‑19) (Cabinet COVID Committee). Members included ministers Qualtrough and Morneau; the Honourable Navdeep Bains, Minister of Innovation, Science and Industry; the Honourable Patricia Hajdu, Minister of Health; the Honourable Mélanie Joly, Minister of Economic Development and Official Languages; the Honourable Bill Blair, Minister of Public Safety and Emergency Preparedness; the Honourable Chrystia Freeland, Deputy Prime Minister of Canada; and the ​Honourable Jean‑Yves Duclos, President of the Treasury Board. On May 5, Ms. Chagger and Ms. Qualtrough went before the Cabinet COVID Committee to present the CSSG proposal developed by ESDC officials. They were asked to jointly present the proposal as post‑secondary education matters fell within Ms. Qualtrough's portfolio while the Canada Service Corps fell within Ms. Chagger's portfolio. The proposal outlined that the successful implementation of the CSSG required the support of a third‑party organization, given the short timeframe to implement the program, as well as a large number of diverse volunteering opportunities already available to youth at launch. For this reason, ESDC recommended funding WE. According to Ms. Chagger, because the federal public service was recommending WE for the administration of the program, she did not believe the matter raised conflict of interest concerns. According to the minutes of the meeting, committee members expressed support for the proposed program. At the same time, they sought clarification on program design parameters and noted implementation challenges relating to WE. Observations of possible challenges included the ability of WE to implement a national program in a short timeframe, the organization's capacity to address the anticipated volume and to ensure the integrity of grant administration and payment to post‑secondary students. In particular, one of the ministers in attendance raised concerns with WE's reach in Quebec and concerns about the cost of the program. The Cabinet COVID Committee members approved the proposal in principle. According to Mr. Morneau, he was not in attendance for the May 5 meeting and did not discuss the proposal with officials or Cabinet colleagues prior to it being presented. He was briefed on the outcome of the meeting on May 7. May 5: The Prime Minister's Office speaks with WE representatives On May 5, Mr. Theis and WE representatives had a telephone discussion after Mr. Singh provided Ms. Marquez with introductions to staff in the Prime Minister's Office. According to Mr. Marc Kielburger, during the call, he, his brother and Ms. Marquez discussed WE's proposal for the administration of the CSSG. They requested further information from Mr. Theis on the policy framework and structure that the Government wished to implement, to ensure that the program could be implemented successfully. Mr. Theis testified that, at the end of their discussion, Messrs. Kielburger and Ms. Marquez raised the Social Entrepreneurship proposal. According to Mr. Theis, he suggested that they discuss their proposal with the appropriate department. Following their discussion, Mr. Craig Kielburger emailed Mr. Theis WE's proposal for the administration of the CSSG and included their Social Entrepreneurship proposal. Mr. Kielburger asked that Mr. Theis provide him with names of individuals with whom to discuss their Social Entrepreneurship proposal to ensure that it was included in future economic recovery efforts. Mr. Theis testified that he did not provide Mr. Kielburger with any names. Both Mr. Theis and Messrs. Kielburger confirmed that they had no further discussions. Messrs. Kielburger also confirmed that there were no further discussions with any other staff in the Prime Minister's Office, nor did they ever have any discussions with Mr. Trudeau, regarding the Social Entrepreneurship proposal or the CSSG. Mr. Trudeau confirmed he did not personally communicate with any WE representative to discuss the CSSG or the Social Entrepreneurship proposal. I did not find any evidence to the contrary. May 7: Mr. Morneau receives an update on the CSSG In a May 7 email to Mr. Morneau, Mr. Singh indicated that the CSSG proposal was heading to Cabinet the following day, as directed by the Prime Minister's Office. Mr. Singh also wrote that in large measure, the proposal was right where the Department of Finance and the Prime Minister's Office had framed the item to be, and that WE, who was noted as the desired third party, had been endorsed by the Prime Minister's Office. According to Mr. Singh, the Prime Minister's Office had endorsed WE by allowing the proposal to be presented at Cabinet. Mr. Theis testified that he and other staff in the Prime Minister's Office made the decision to have the proposal go to full Cabinet in order for the proposal to be ratified, something the Cabinet COVID Committee could not do. Mr. Theis also stated that items of prominence discussed at the Cabinet COVID Committee were also to be raised in full Cabinet to allow all ministers the opportunity to have a line of sight on important matters. In a May 7 email to Ms. Wernick, Ms. Kovacevic wrote that WE was connecting with Mr. Morneau's office. Ms. Kovacevic used the term “besties" to categorize the relationship between the organization and her minister. She further wrote that she did not want Mr. Morneau's office to get ahead of Ms. Wernick and had informed Mr. Morneau's staff that they should tell WE that Ms. Wernick was the point of contact. When asked to explain why she used the term “besties," Ms. Kovacevic testified that she did not use the term to describe a special relationship, but rather to indicate that there had been ongoing interactions. Ms. Wernick testified that she took the term to mean that there had been interactions between Mr. Morneau's office and WE. Ms. Wernick said that, in her experience of working in the federal public service, ministers' offices were often in communication with stakeholders and she viewed these types of interactions as appropriate and acceptable. May 8: Mr. Trudeau is briefed on the CSSG On May 8, Ms. Chagger was scheduled to present the CSSG proposal before Cabinet. According to Mr. Trudeau, it was during a pre‑Cabinet briefing from his staff that he was first told that the proposal involved a contribution agreement with WE as the third‑party organization proposed to deliver the program. Until that time, Mr. Trudeau had not discussed WE in the context of the CSSG and still anticipated that a “supercharged" version of the Canada Service Corps would likely deliver the program. Mr. Trudeau wrote that he and Ms. Telford questioned why the Canada Service Corps, or another government organization, was not being recommended to deliver the program. Mr. Trudeau and his staff also knew that WE was known to be connected to people within the Government. These people included Mr. Trudeau himself, as he had spoken at WE events in the past. Given the scrutiny that this decision would attract, it was, according to Mr. Trudeau, particularly important to make sure that the process and the resulting decision were the best possible in the circumstances. According to Mr. Trudeau, both he and Ms. Telford felt that more time was required to study the proposal before it was presented to Cabinet. They wanted an opportunity to consider and understand the reasons underlying the public service's recommendation that WE deliver the program. Consequently, Mr. Trudeau directed that the item be removed from the Cabinet agenda and that the discussion about it be deferred pending further study. Mr. Theis testified that he recalled Ms. Telford raising a concern relating to Mr. Trudeau's family's relationship with WE, and that both Mr. Trudeau and Ms. Telford made the decision to pull the proposal from the Cabinet agenda because of a lack of understanding of the recommendation that only WE could administer the CSSG and why the Canada Service Corps organizations had not been considered. Mr. Theis testified that as a result, Mr. Trudeau directed his staff to go and gain an understanding of the public service's recommendation. According to Mr. Morneau, he was not involved in any discussions to put the presentation to Cabinet on hold, nor did he discuss the matter with the Prime Minister or any colleagues. In an email to Ms. Chagger's staff in response to the CSSG not being presented that day, Ms. Wernick shared her concern about the unrealistic expectations of how quickly public servants could launch the CSSG given that another week was lost because the matter was not being presented at Cabinet. May 13 to May 15: The Prime Minister's Office requests a further review On May 13, Ms. Chagger's staff relayed to ESDC officials the direction received from Mr. Theis relating to the Canada Service Corps and the CSSG, as directed by Mr. Trudeau. ESDC officials were asked to determine whether there was merit in engaging the 12 Canada Service Corps organizations to take on the administration of the CSSG alongside WE. In a text exchange with Ms. Chagger's Chief of Staff, Mr. Jamie Kippen, Mr. Theis indicated that it was an exercise in determining the best policy and shared the concern with the cost and the view that only WE could administer the program. In response, ESDC officials outlined to Ms. Chagger's staff the difficulties Canada Service Corps organizations were currently facing in delivering their existing programs. They also explained that the Canada Service Corps did not have the capacity to take on additional placements and that its programming was not focused on volunteering to help respond to community needs arising from the COVID‑19 pandemic, which was the intent of the CSSG. On May 15, staff in Ms. Chagger's office provided Mr. Theis with an evaluation of the Prime Minister's Office's idea of inviting the Canada Service Corps' national partners to administer the CSSG alongside WE. In an email to Mr. Theis, Mr. Kippen wrote that as the CSSG was outside the scope of the mandated activities of the Canada Service Corps and their participants, ESDC officials strongly recommended against having the Canada Service Corps organizations administer the program. Furthermore, officials stated that having one organization responsible for the disbursement of the grants was necessary to manage financial and legal risks. Mr. Theis testified that Ms. Chagger's staff conveyed to him ESDC's position that WE was required for the successful administration of the CSSG. When asked if she maintained the public service's position that WE was the only organization that could administer the CSSG, Ms. Wernick testified that given the scope and scale of the program and the speed at which it needed to be developed and operational, she did maintain the position. She testified that had there been additional time for implementation, ESDC officials would have provided different options. May 15: Mr. Trudeau approves funding for student support measures On May 15, staff in the Prime Minister's Office provided Mr. Trudeau with a briefing note seeking his approval on the Minister of Finance's funding decisions for the student support measures, part of which included the conditional funding of $900 million for the CSSG. The briefing note also outlined the recommendation from the May 1 briefing note from the Privy Council Office, relating to what had been mistakenly believed to be the Minister of Finance's decision to fund $12 million for WE's Social Entrepreneurship proposal. In the briefing note, staff in the Prime Minister's Office advised Mr. Trudeau that they agreed with Privy Council Office officials' recommendation not to approve funding for the proposal. Mr. Trudeau concurred with the recommendations of the Privy Council Office to approve the funding of the comprehensive student funding package and to decline the $12 million in funding for WE's Social Entrepreneurship proposal. According to Mr. Trudeau, he was not aware of WE's Social Entrepreneurship proposal until he received the May 15 briefing note. May 21: Mr. Trudeau is briefed on the results of the review of the CSSG On May 21, Mr. Trudeau was briefed on the results of the review of the implementation of the CSSG ahead of the scheduled Cabinet meeting on May 22. According to Mr. Theis, he informed Mr. Trudeau that public service officials had advised him that they had done the due diligence requested and expressed confidence in their recommendation that WE was the one organization positioned to be able to deliver the specified program in the specified timeframe. According to Mr. Trudeau, given this due diligence exercise and the assurances provided by the public service, he and his staff were comfortable moving the proposal forward to Cabinet. May 22: The CSSG proposal is ratified by Cabinet On May 22, the CSSG proposal was brought to Cabinet in the same form as when it had gone before the Cabinet COVID Committee on May 5. Ms. Chagger sought authority from Cabinet to provide cash awards through grants of up to $5,000 for eligible students who participated in pandemic‑related national service activities, and funding for WE to support the creation and delivery of service opportunities across Canada. Cabinet ratified the CSSG proposal subject to final funding approval by the Minister of Finance and the Prime Minister. According to Mr. Morneau, he supported the final CSSG proposal. On May 29, Mr. Morneau received a formal letter from Ms. Chagger requesting funding for the CSSG and on June 3, he approved in writing Annex 4: Delivery of the CSSG. May 25 to June 21: The Prime Minister's Office reviews the contribution agreement Following Cabinet's decision to ratify the CSSG proposal, staff in the Prime Minister's Office requested to review the contribution agreement with WE. Mr. Theis testified that staff in the Prime Minister's Office sought to ensure they had a good understanding of how WE was planning to administer the program. On May 29, staff in the Prime Minister's Office met with Privy Council Office officials to discuss the contribution agreement with WE. Staff in the Prime Minister's Office noted areas they wanted to see addressed in the agreement with WE, such as including enhanced reporting requirements and regular results reporting on the diversity of students accessing the program. In a briefing note to Ms. Telford dated June 11, staff in the Prime Minister's Office provided an update on the final draft contribution agreement. In the note, staff outlined the changes to the agreement that had been requested to ensure that the program met the Government's objectives. Staff recommended that the agreement proceed and asked Ms. Telford for her approval to advance the recommendation to Mr. Trudeau. On June 21, Ms. Telford gave her approval. According to Mr. Trudeau, he did not receive a copy of the contribution agreement and did not have any input in the process of negotiating the agreement. Mr. Theis' testimony corroborated Mr. Trudeau's version of events. June 22: Mr. Trudeau approves the contribution agreement with WE According to Mr. Trudeau, on June 15, he received a briefing on the status of the CSSG proposal from Mr. Theis. Mr. Trudeau was provided with a briefing note on the final policy and off‑cycle funding decisions for the CSSG. In the note, staff recommended that Mr. Trudeau provide additional direction regarding oversight of the disbursement of the approved funding to WE for the administration of up to 100,000 volunteer placements with respect to the three tranches that had been determined and the funding proposed for each tranche. Staff recommended that Mr. Trudeau direct the Minister of Diversity and Inclusion and Youth to write to the President of the Treasury Board to provide an update on the CSSG, prior to drawing down additional funding for the next tranche of placements. On June 22, Mr. Trudeau signed the briefing note provided by his staff, approving the CSSG proposal and the funding of the contribution agreement with WE. Ms. Chagger signed the contribution agreement with WE on June 23, which included $19.5 million for the first tranche of 20,000 placements, $13.53 million for the second tranche of 20,000 placements, and $10.5 million for a third tranche of up to an additional 60,000 placements, for a total of $43.53 million. On June 25, Mr. Trudeau publicly announced the launch of the CSSG and that the program was to be administered by WE. On July 3, Ms. Chagger announced that the federal government and WE had agreed to part ways. Mr. Morneau's Position With respect to the alleged contravention of subsection 6(1) and section 21 of the Act, Mr. Morneau has acknowledged, from the outset, that he ought to have recused himself from the Cabinet process to approve the CSSG. Mr. Morneau wrote that with the benefit of hindsight, he was able to view his and his family's personal interactions with WE through a different perspective and appreciates that this may have created the appearance of a conflict of interest. Mr. Morneau steadfastly maintained that his family's interactions with WE never had any impact on his decision making. Mr. Morneau confirmed that he always only acted in the interests of Canadians, and never made decisions that intentionally or improperly furthered any other interests. However, he now realizes that he was obliged to consider all his and his family's prior involvement with that organization and to consider how the exercise of an official power, function or duty could create the appearance of impropriety. Mr. Morneau has also taken full responsibility for not ensuring his personal affairs and accounts were in order. He wrote that this likely would have led him to realize the extent of his and his family's interactions with WE. Although Mr. Morneau provided a written explanation for the unintentional nature of his errors, he did not wish for those errors to serve as justification for his conduct. Rather, Mr. Morneau expressed his regret for not having abstained from Cabinet discussions and decisions relating to the approval of the CSSG with WE as its administrator, and for not recusing himself formally from those discussions and decisions. With respect to the alleged contravention of section 7, Mr. Morneau wrote that he did not provide WE preferential treatment. Mr. Morneau believed his engagements with WE were appropriate, cordial and professional, not unlike the many relationships he had in the not‑for‑profit sector as Minister of Finance and Member of Parliament for Toronto‑Centre. Analysis and Conclusion Analysis Decision making and recusal – subsection 6(1) and section 21 I must determine whether Mr. Morneau, in his former capacity as Minister of Finance, contravened subsection 6(1) and section 21 of the Act in relation to his participation in the decisions to recommend funding for WE's Social Entrepreneurship program and to select WE as the administrator of the CSSG. Subsection 6(1) of the Act prohibits public office holders from making a decision that would place them in a conflict of interest. It reads as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 4 of the Act describes the circumstances under which a public office holder would be in a conflict of interest for the purposes of subsection 6(1) of the Act. Section 4 reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. Section 21 of the Act requires public office holders to recuse themselves from certain situations. It reads as follows: 21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. With respect to the alleged contravention of subsection 6(1), I am satisfied that neither Mr. Morneau's interests, nor those of his relatives were directly furthered in the matter under review. Mr. Morneau and his family were keenly aware of WE's domestic and international operations, having witnessed both first‑hand. The purpose of the CSSG was to assist students and youth who had been adversely affected by disruptions caused by the COVID‑19 pandemic. Neither of Mr. Morneau's daughters, whose association with WE was established well before the pandemic struck, were involved in any way with the discussions or decisions surrounding the student support measures. His eldest daughter was asked to speak on several occasions at WE Day events to promote her book, while the youngest was employed in an entry‑level position in an affiliate that had no role in the administration of the CSSG. In other words, the connection between WE's request for funding for its Social Entrepreneurship proposal or its role ​with the CSSG and Mr. Morneau's daughters' association with WE is too remote to merit further consideration. Nor was there any evidence suggesting any type of connection between Ms. McCain's association with WE and Mr. Morneau's involvement in the matter under examination. Mr. Morneau provided me with thousands of pages of documentary evidence detailing the many official and personal communications between WE and his ministerial office since he became a public office holder. This caused me to devote particular attention to the relationship between Mr. Morneau and Mr. Craig Kielburger. Under the Act, the prohibition against furthering the private interests of a friend is evaluated against the same standard as that of a relative or of the public office holder themselves. It is not necessary to determine the degree of the public office holder's involvement in the decision or whether they were motivated by an improper purpose; the impropriety in such cases is inherent. However, in contrast to a public office holder's relationship with a “relative," which can be verified empirically and objectively, whether a person is a public office holder's “friend" is not as easily discernible. In the Watson Report, Commissioner Dawson examined a similar relationship between a public office holder and a proponent for federal funding in the context of a possible contravention of subsection 6(1) and section 21 of the Act. The examination concerned alleged decisions made by Mr. Colin Watson, a member of the Toronto Port Authority Board of Directors in relation to a proposal to acquire a new ferry. It was alleged that the proponent, Mr. Robert Deluce, was a friend of the Board member. Commissioner Dawson noted that the term “friend" is not defined in the Act. She added that the word could be applied to a “range of relationships from the closest of lifelong companions to neighbours, colleagues, acquaintances or business associates that one sees only occasionally and where there is little emotional attachment." In her view, the rules against furthering the private interest of a friend was intended to apply to individuals “who have a close bond of friendship, a feeling of affection or a special kinship." This suggests that the circle of friends captured by the Act includes those with whom the relationship is close enough to reasonably call into question the judgment of a public office holder's decision making. Both individuals belonged to the same social circle and were professional acquaintances. However, they both said they did not solicit each other's company and their families did not socialize together. Despite Mr. Watson's frequent references to Mr. Deluce as his “friend" or “pal," Commissioner Dawson found these to be statements that “likely resulted from a habit of Mr. Watson claiming friendship with a broad range of people with whom he had no particularly close bond." As the case above illustrates, this Office has traditionally favoured a narrow interpretation of the term “friend" to include only the public office holder's closest personal friends. Colleagues, associates or members of a broad social circle were generally excluded from its application. I believe it is necessary to broaden the scope of the term to capture relationships where personal and professional interactions become intertwined to such an extent that it becomes difficult to draw the line between the two. In such cases, the public office holder's judgment in the exercise of their official powers and duties can also reasonably be impaired. While the “close bond" descriptor outlined in the Watson Report is helpful, an assessment of friendship should also be measured against more objective indicators. In my determination of whether Mr. Morneau and Mr. Kielburger are friends within the meaning of the Act, I examined, among other factors, the duration of and motive for the relationship; the nature, frequency and exclusivity of interactions; the sharing of meals and gifts in a personal setting; and mutual displays of trust, respect, affection or admiration. Both Mr. Morneau and the Kielburgers wrote that they first met shortly after Mr. Morneau's appointment to public office, in late 2015 or early 2016. At first blush, the timing suggests the primary motivation of the relationship is one between a constituent and a Member of Parliament, which militates against a finding of friendship. However, I can neither discount the fact that the Morneau family's social values aligned strikingly with those of the Kielburgers, nor the effect this may have caused on the evolution of the relationship. Mr. Morneau and his family were particularly involved in development projects in Kenya, which coincided with WE's efforts there and predated his first contact with WE and its co‑founders. Mr. Craig Kielburger also struck a relationship with Mr. Morneau's spouse, a noted philanthropist, and at least one of his children, who had written a book on the experiences of Kenyan schoolgirls. His youngest daughter was later hired by WE. The alignment of values and the multiple family touchpoints undoubtedly facilitated a possible friendship. The evidence makes clear that Mr. Morneau and Mr. Kielburger were more than passing professional acquaintances or simply members of the same broad social circle. Several email exchanges denote a particular kinship and affection between Mr. Kielburger and the Morneaus. Invitations to WE Day events were personally extended by Mr. Kielburger to the entire Morneau family. On more than one occasion, Mr. Kielburger wrote to Mr. Morneau about the friendship between the two families and praised his daughter's participation in WE Day events. They addressed each other by their first names, even in correspondence relating to professional activities. Mr. Kielburger shared personal news with Mr. Morneau and Ms. McCain (i.e., the arrival of his child) and spoke fondly of their family members. Mr. Morneau indicated he likely had given Mr. Kielburger a small gift to celebrate the birth of his son. Mr. Morneau also wanted to personally deliver news of funding approval to Mr. Kielburger. On at least one occasion, the families socialized together at the Morneau residence. All these indicators point towards a friendship. In response to questions by this Office, Mr. Kielburger wrote that he did not consider the Morneaus to be personal friends. He explained that the Morneaus were among a group of individuals during their two family service trips in 2017. However, Mr. Kielburger was in attendance during both trips and had shared a private meal with Mr. Morneau's spouse and daughter while in Kenya. Mr. Kielburger added that his interactions with Mr. Morneau were always in his professional capacity, including his participation in a Sunday brunch with his family at the Morneaus' home. However, the evidence shows that Mr. Kielburger sometimes communicated directly with Mr. Morneau using his personal email address. When Mr. Kielburger communicated with other ministers, they were all addressed by their title and last name and through official channels. The tone of those emails differed significantly from his communications with Mr. Morneau. Mr. Kielburger's assertion that he does not consider Mr. Morneau or Ms. McCain to be his friends stands in stark contrast to the numerous exchanges between him and members of Mr. Morneau's family. To an objective reader, these communications are more akin to messages between friends than ones between a constituent and their Member of Parliament. I believe Mr. Kielburger was sincere in his appreciation for the Morneau family's support and genuine in his displays of affection and respect at that time. I also believe that through these numerous interactions, Mr. Morneau and his family were made to feel as though they had become personal friends with Mr. Kielburger. Furthermore, this relationship appeared to be common knowledge among ministerial staff in Mr. Morneau's office, since they viewed Mr. Kielburger as being “important to Bill" and noting that “he has been really good to us." It also lends credence to Ms. Kovacevic's characterization of the relationship as one between “besties." Consequently, for the reasons outlined above, I find that Mr. Morneau and Mr. Craig Kielburger were friends within the meaning of the Act. There is no doubt that Mr. Kielburger's interests would have been furthered had WE administered the CSSG. WE was the lone administrator of the CSSG and would have acquired a significant financial interest for its role. As co‑founders, the Kielburgers hold an important interest in WE's affairs and derive an annual salary from ME to WE. Their involvement in WE's day‑to‑day operations is so prevalent that the organization's interests are also those of its co‑founders. The acquisition of any financial interest by an individual or organization, regardless of whether it ultimately leads to an increase in their assets, is a private interest under the Act. As my predecessor stated in the Trudeau Report with respect to a federal grant awarded to the not‑for‑profit Global Centre for Pluralism, “[a]lthough government funding decisions are generally understood to be made to serve a public interest, this does not negate the fact that any government grant also specifically furthers the private interests of the recipient." Mr. Morneau does not dispute the fact that his and his family's proximity to the WE organization created the appearance of a conflict of interest. As I noted in the Trudeau III Report, the appearance of conflict is not captured by the Act's definition or prohibitions. However, the nature of the interactions between the Morneaus and the Kielburgers differs significantly from the ones examined in the Trudeau III Report. The friendship between the two families and the close proximity between the Kielburgers' and WE's interests created a potential conflict of interest, which became real when Mr. Morneau was called upon to make a decision that would provide an opportunity to further WE's private interests. In other words, any decision made by Mr. Morneau that could further the private interests of WE would be made improperly since it would also further the interests of its co‑founder, Mr. Kielburger. Public office holders must arrange their affairs so as to minimize the possibility of conflicts arising and, when in doubt, must take measures to resolve those conflicts in the public interest. This is consistent with the object and spirit of the Act (paragraph 3(b)). In particular, section 21 requires a public office holder to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. A recusal is more than a simple abstention from voting; it requires the public office holder to physically remove themselves from the location where the matter is being decided, lest their mere presence be seen to influence the decision of other public office holders. The Act also provides that reporting public office holders must disclose all recusals to the Commissioner. Reporting public office holders must provide sufficient detail to identify the conflict of interest that was avoided. The Act provides that a public declaration to that effect must be posted on the Office's public registry, unless doing so could reveal, directly or indirectly, a confidence of the Queen's Privy Council or other protected information. I am of the view that Mr. Morneau should have reasonably known, because of his relationship with Mr. Kielburger, that any involvement in a decision regarding WE could place him in a conflict of interest as defined by the Act. This should have sprung to Mr. Morneau's mind when he received the proposal for WE's Social Entrepreneurship program on April 10, 2020, as well as during his subsequent briefings on the progress of the student aid package, when WE's Social Entrepreneurship proposal was again raised and the organization was also mentioned as a possible partner in the administration of the national service program. On April 19, 2020, when Mr. Morneau was advised that it would be more likely than not that WE would play an important role in the student relief initiative, he should have recused himself from subsequent discussions in accordance with section 21 of the Act and disclosed his recusal to this Office. Even though no formal decision had yet been made on WE's specific role, Mr. Morneau knew that WE would have to be brought “into the fold" on the student relief package. Accordingly, Mr. Morneau's recommendation to set aside $900 million in funding for the CSSG on April 21 and his participation in Cabinet discussions on May 22, where he ultimately voted in favour of the creation of the CSSG and the selection of WE as its administrator, provided an opportunity to improperly further WE's private interests because of his friendship with Mr. Craig Kielburger. In so doing, Mr. Morneau placed himself in a conflict of interest. Preferential treatment – section 7 I must also determine whether Mr. Morneau, in the exercise of his official powers, duties or functions, gave preferential treatment to WE based on the identity of a person who represented WE. Section 7 reads as follows: 7. No public office holder shall, in the exercise of an official power, duty or function, give preferential treatment to any person or organization based on the identity of the person or organization that represents the first‑mentioned person or organization. I canvassed prior examination reports from this Office for a working definition of preferential treatment since that term is not defined in the Act. This Office has adopted a definition of preferential treatment as “treatment more favourable than might be accorded to anyone else in similar circumstances." Section 7 of the Act covers specific instances of preferential treatment based on the identity of a representative of the person or organization that is the recipient of this treatment. In the Paradis Report (March 2012), which also focused on allegations of a possible contravention of section 7 of the Act, Commissioner Dawson concluded there was a “strong indication" that the Honourable Christian Paradis, then minister of Public Works and Government Services Canada, had provided preferential treatment to a company (Green Power Generation). He had done so by arranging meetings between departmental officials and the company's founder, Mr. Rahim Jaffer, despite having minimal knowledge of the proposal. Commissioner Dawson also found that Mr. Paradis was motivated “to help a former caucus colleague." The preferential treatment was therefore based on the identity of the representative of the organization. Some parallels to this examination may also be drawn with the Paradis Report (December 2013). It was alleged in that examination that Mr. Paradis, then Minister of Natural Resources and Regional Minister for the province of Quebec, had made representations to the Honourable Diane Finley, then Minister of Human Resources and Skills Development, on behalf of a constituent. Specifically, Mr. Paradis had allegedly attempted to influence Ms. Finley to have an employment centre moved from Rimouski to Thetford Mines, and into a building owned by a company whose principal shareholder was an associate of Mr. Paradis' family and also a personal friend. Commissioner Dawson found that even though Mr. Paradis was not involved in the ultimate decision, it was impossible to dissociate his ministerial role from his role as an ordinary Member of Parliament when Mr. Paradis raised a constituency matter with a federal institution or a Cabinet colleague. Any influence Mr. Paradis exercised stemmed from his capacity as a minister of the Crown. In the matter under examination, the documentary evidence provided to me by Mr. Morneau demonstrates that the Department of Finance—and Mr. Morneau's ministerial office in particular—played a central role in the development of the student support measures. The CSSG, in particular, was just one undertaking in a much larger portfolio of programs coordinated through the Department of Finance. I found no evidence that Mr. Morneau was directly involved in the development of the CSSG's delivery model, including ESDC's decision to propose WE as its administrator. In Mr. Morneau's extensive disclosure package to this Office, none of the communications with WE suggested, much less revealed, that Mr. Morneau had provided instruction or direction to anyone—including his Cabinet colleagues, members of his ministerial staff and public servants—associated with the Social Entrepreneurship proposal. Nevertheless, I am of the view that Mr. Morneau's ministerial office, with Mr. Morneau's tacit approval, afforded WE preferential treatment in its discussions leading to the eventual development of the CSSG and in continuing to promote and support WE's original Social Entrepreneurship program. ESDC initially proposed a modest expansion of the Canada Service Corps' capacity with WE's participation following early discussions between Ms. Wernick and Mr. Kielburger. Yet WE felt it necessary to relay this information to Mr. Morneau's ministerial office. As a result, Mr. Singh inquired whether it would be possible to further expand WE's original proposal to 20,000 volunteer placements. Mr. Singh received WE's reworked Youth Summer Service proposal on April 21 and forwarded it to the Prime Minister's Office and the Department of Finance without reviewing, analyzing, or sharing the proposal with Mr. Morneau. WE's original Social Entrepreneurship proposal was also included in Mr. Morneau's briefing package of April 21 rather than the amended Youth Summer Service proposal. Mr. Singh testified that its inclusion and the $12 million budgetary set‑aside was not formally approved by Mr. Morneau and was left in Annex 4 inadvertently. Moreover, Mr. Singh testified that the reference to the Social Entrepreneurship proposal was in fact a reference to the mechanics of the proposal, and not to the program itself. I have difficulty reconciling Mr. Singh's explanation of these events with the documentary evidence, which suggests that he believed the new Youth Summer Service proposal could be used as the basis of the CSSG, and he continued to promote and advocate for the original proposal as it made its way to the Prime Minister's Office. ESDC officials became aware of the scope of the undertaking and the anticipated early May roll‑out only after Mr. Trudeau's public announcement on April 22. It became clear to Ms. Wernick that existing federal programs could not deliver such an ambitious project in such a short period of time. Even before April 23, when Ms. Wernick was given the green light to begin “courting" WE, it had already reworked its original proposal to meet Mr. Singh's requests. Given the deadline imposed by the Department of Finance, ESDC was left with no alternative but to reach out to WE. And because of its revamped proposal, WE was positioned to be the lone candidate who could administer the program within the new parameters. It is therefore not surprising that this was the recommendation presented to Ms. Chagger's office on April 28. The degree of involvement of Mr. Morneau's ministerial office in files relating to WE is not unique to the matter under examination. The documentary evidence shows several other instances where Mr. Morneau and members of his ministerial staff provided assistance to representatives of WE that, in my view, fell outside the scope of normal and proper use of ministerial resources. This treatment ranged from facilitating introductions with federal and provincial counterparts in the context of funding initiatives or on matters that fell outside his mandate to directly intervening with other orders of government on behalf of a constituent. This treatment continued up to and including the period under review. Mr. Morneau explained that, like many constituent organizations in his riding, WE reached out to his staff for guidance and support to seek appropriate sources of funding from all levels of government. Mr. Morneau added that, as with many projects, his ministerial office would assess and engage to provide assistance where possible, without his instruction. Although WE is an established charitable organization whose projects aspire to serve a greater good, the organization and its representatives must still be treated like any other constituent stakeholder. It must make requests for assistance using the appropriate channels and must be redirected to the relevant authorities without preferential treatment particularly when, as in this case, personal and professional relationships were blurred. It has long been understood that it would be improper for a minister or a parliamentary secretary to conflate their ministerial duties with their parliamentary duties. This Office has issued compliance orders and produced examination reports against ministers or parliamentary secretaries who had, for instance, acted improperly by writing letters of support to an administrative tribunal (the Gill Report) or who were admonished simply for using their ministerial titles when assisting constituents, even though no other contravention was found (the Clement Report). As Commissioner Dawson wrote in the Clement Report: “ministers, as Members, have duties towards their constituents. However, in carrying out these duties, ministers should exercise some caution. When representing constituents, they should not use their positions as ministers to provide greater assistance to their constituents than to other Canadians in relation to their own department or larger portfolio." Following my examination of the documentary evidence, I am of the view Mr. Morneau afforded WE preferential treatment by permitting members of his ministerial staff to disproportionately assist a constituent. This unfettered access to the Office of the Minister of Finance was based, in my view, on the relationship between Mr. Morneau and Mr. Craig Kielburger, whom I found to be friends within the meaning of the Act. This treatment also constitutes, in my view, an impropriety under subsection 6(1) of the Act. Conclusion Accordingly, I find that Mr. Morneau has contravened subsection 6(1), section 7 and section 21 of the Act.​ Schedule: List of Witnesses​ The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Interviews Ms. Michelle Kovacevic, Assistant Deputy Minister, Federal‑Provincial Relations and Social Policy Branch, Department of Finance CanadaMr. Amitpal Singh, Policy Advisor, Office of the Minister of FinanceMr. Rick Theis, Director of Policy and Cabinet Affairs, Prime Minister's OfficeMs. Rachel Wernick, Senior Assistant Deputy Minister, Skills and Employment Branch, Employment and Social Development Canada Written Submissions and Documents Requested The Right Honourable Justin Trudeau, Prime Minister of CanadaThe Honourable Bill Morneau, Minister of FinanceThe Honourable Bardish Chagger, Minister of Diversity and Inclusion and YouthMessrs. Marc and Craig Kielburger, WE Information and Documents Requested The Honourable Carla Qualtrough, Minister of Employment, Workforce Development and Disability InclusionMr. Graham Flack, Deputy Minister, Employment and Social Development CanadaMr. Alexandre Trudeau and Ms. Margaret TrudeauMr. Ian Shugart, Clerk of the Privy Council and Secretary to the CabinetMs. Gina Wilson, Senior Associate Deputy Minister of Diversity and Inclusion and Youth [i] For the purposes of the report, we refer to “WE Charity," “ME to WE Social Enterprise," or any other of their affiliates, collectively, as “WE." [ii] This allegation prompted me to initiate a preliminary inquiry under the Conflict of Interest Code for Members of the House of Commons in respect of Mr. Morneau's involvement, in his capacity as the Member for Toronto Centre, in the awarding of this investment. Mr. Morneau's response was sufficient for me to conclude that there were no grounds to initiate an inquiry into the matter. [iii] According to information posted on WE's website, the Kielburgers both derive a salary from ME to WE Social Enterprise.

Report on a Member of the House of Commons for making an incomplete disclosure during the initial compliance process. - - - - - - - - - - - - - - - - - - - - - - - - - Preface Under the Conflict of Interest Code for Members of the House of Commons (Code), which constitutes Appendix I of the Standing Orders of the House of Commons, an inquiry may be initiated at the request of a Member of the House of Commons, by resolution of the House of Commons, or on the initiative of the Conflict of Interest and Ethics Commissioner. Where the Commissioner has concerns that a Member of the House of Commons has not complied with their obligations under the Code, the Commissioner is required to give that Member written notice of his concerns and afford that Member 30 days to respond. If, after giving the Member 30 days to respond, the Commissioner has reasonable grounds to believe that the Member has not complied with their obligations under the Code, the Commissioner may conduct an inquiry on his own initiative to determine whether the Member has complied with their obligations under the Code. Following the completion of an inquiry, a report is to be provided to the Speaker of the House of Commons, who presents it to the House of Commons when it next sits. The report is made available to the public once it is tabled or, if the House is not then sitting, upon its receipt by the Speaker. Executive Summary This report presents the findings of my inquiry under the Conflict of Interest Code for Members of the House of Commons (Code) into the conduct of Mr. James ​Maloney, Member of Parliament for Etobicoke–Lakeshore. I sought to determine whether Mr. Maloney contravened subsection 20(1) of the Code. Under subsection 20(1), Members must fully disclose their private interests and those of their family members to the Commissioner as the first step in their initial compliance process after they are elected. Paragraph 20(1)(i) requires them to do so within 60 days after notice of their election to the House of Commons is published in the Canada Gazette. Shortly after notice of Mr. Maloney's October 2019 re-election appeared in the Canada Gazette on November 8, 2019, the Office advised Mr. Maloney of his obligation to file a Disclosure Statement and provide all required supporting documents by January 7, 2020. Mr. Maloney submitted a Disclosure Statement but it was missing some information, which he was given until February 7 to provide. Although he sent some additional information by that new deadline, his initial disclosure was still incomplete and remained so despite repeated communications from the Office. By April 27, the Office had not heard from Mr. Maloney for over five weeks and completion of his initial disclosure was now 10 weeks overdue. I notified him of my concerns that he may have failed to comply with his obligation under paragraph 20(1)(i) of the Code and gave him 30 days, until May 27, to respond, which he neglected to do. Having determined that I had reasonable grounds to believe that Mr. Maloney had not complied with his obligations under the Code, I started an inquiry on June 1, 2020. Despite continued attempts by the Office to contact Mr. Maloney, he only responded on August 5, 2020, after a journalist contacted him regarding his disclosure obligations. His Disclosure Statement was finally deemed complete on September 1, 2020. My inquiry found that Mr. Maloney had failed to file a complete Disclosure Statement within a reasonable time after his extended deadline for doing so had passed. Complete and timely disclosure allows the Commissioner to advise Members appropriately on what measures are needed to avoid conflicts of interest and supports the Code's purpose of maintaining and enhancing public confidence and trust in the integrity of Members. I concluded that Mr. Maloney contravened paragraph 20(1)(i) of the Code and that no mitigating circumstances applied given the length of the delay. When a contravention of the Code is found in an inquiry and there are no mitigating circumstances, the Commissioner may recommend that the House of Commons impose appropriate sanctions. Having considered Mr. Maloney's disregard for his post-election obligations under the Code, I recommend that the House require Mr. Maloney to apologize to it for having failed to fulfill his obligations as a Member in the context of his initial compliance process under the Code. Concerns and Process Subsection 20(1) of the Conflict of Interest Code for Members of the House of Commons (Code) requires that Members file a Disclosure Statement with the Commissioner consisting of a full statement of the private interests listed under subsection 21(1) for themselves and for members of their family, and that they do so within 60 days after the notice of their election to the House of Commons is published in the Canada Gazette. This initial disclosure by Members is the first step in their initial compliance process under the Code. Following his re-election as the Member of Parliament for Etobicoke–Lakeshore, Mr. James Maloney was advised by this Office of his disclosure obligations under the Code. Mr. Maloney first provided an incomplete Disclosure Statement and, several days later, some additional information. However, his initial disclosure was still incomplete and remained so despite repeated communications from the Office with Mr. Maloney over the following weeks. On April 27, 2020, I wrote to Mr. Maloney pursuant to subsection 27(4) of the Code to notify him of my concerns that he may be failing to fulfill his obligations under subsection 20(1) of the Code. I invited him to respond within 30 days, after which I would decide whether to commence an inquiry. Having received no response to my letter of April 27, 2020, I wrote again to Mr. Maloney on June 1, 2020, to inform him that I had reasonable grounds to believe he had not complied with his obligations under the Code and that, on that basis, I was commencing an inquiry. I also asked the Member to respond in writing to the allegation. I held an interview with Mr. Maloney on September 22, 2020, and received one document the next day in fulfillment of an undertaking made by the Member during this interview. Mr. Maloney was provided with an opportunity to review and comment on a draft of the factual portions of this report (Concerns and Process, Facts, and Mr. Maloney's Position) before it was finalized. Facts On October 21, 2019, Mr. Maloney was re-elected as the Member of Parliament for Etobicoke–Lakeshore. Notice of his election was published in the Canada Gazette on November 8, 2019. On November 13, 2019, the Office sent, on my behalf, a letter to Mr. Maloney identical to the letters sent to all other newly elected or re-elected Members at the start of their mandate. This letter informed Mr. Maloney of his obligations under the Code, including his obligation to file a Disclosure Statement and provide all required supporting documents by January 7, 2020. Because no Disclosure Statement had been received from Mr. Maloney by this deadline, the Office sent him a reminder email on January 9, 2020, to which he responded on the same day to indicate that he would submit his disclosure the following week. In accordance with its practice following a general election, the Office began publishing the Members' Compliance Status Report on its website. This report identifies which stage each Member has reached in the initial compliance process. At that time, the report was updated on a weekly basis and, with each update, the Office sent an email to all Members who were not in compliance with their initial disclosure obligations, asking them to submit the required information without delay. Mr. Maloney received such emails on January 16 and 22, 2020. Mr. Maloney travelled from his riding to Ottawa in time for the start of the parliamentary session on January 20, 2020. After business hours on January 23, 2020, a package containing Mr. Maloney's Disclosure Statement form and copies of financial statements was hand delivered to the Office. The form was signed and dated January 14, 2020. Staff in the Office received the documents and sent the Member an acknowledgement of receipt on January 24, 2020. In reviewing the documents on the same day, staff in the Office noted that the form had not been fully completed and asked Mr. Maloney to provide the missing information, emailing back to him, to both his generic Member of Parliament address and his personal address, a scanned copy of all the documents he had provided. Later that day, Mr. Maloney called the Office to raise serious concerns with the way the Office had handled the confidential information he had provided. Mr. Maloney explained that his Disclosure Statement should not have been sent to the generic Member of Parliament address, to which his parliamentary and constituency staff have access. Additionally, given that the documents had been hand delivered in hard copy, they should not have then been sent back to him electronically. Finally, in his view, the weekly emails referring to the Members' Compliance Status Report should not be sent with all recipients visible to others but rather as a blind carbon copy to each recipient. During the call of January 24, 2020, the Office acknowledged the error regarding its handling of Mr. Maloney's confidential information and offered an apology. To follow up on the telephone conversation, on January 27, 2020, the Office sent an email to Mr. Maloney in which it reiterated its apology for having mishandled the Member's confidential information. The Office also explained the measures taken in order to avoid a recurrence, as well as a change of practice to be implemented with respect to the weekly email as a result of their conversation. Finally, the email listed each item of information to be provided by Mr. Maloney in order to complete his initial disclosure and granted an extension to February 7 for submitting the information. Mr. Maloney responded by email on February 6, 2020, providing some additional information. He also indicated in his email that he was not satisfied with the Office's apology for a “serious breach of privacy" and that he would have expected a call from the Commissioner. The Office responded by email the next day, confirming that it was taking the breach very seriously and taking steps to prevent such occurrences going forward. The Office also acknowledged receipt of the new information submitted and, noting that the Member's disclosure was not yet complete, listed five items of information that were still missing. Two weeks after his extension had expired, Mr. Maloney began receiving again the Office's weekly emails to Members not yet in compliance, which, under the new practice, were now sent to each recipient as a blind carbon copy. Mr. Maloney received two such emails, on February 19 and 26, 2020. On March 3, 2020, I wrote to the Honourable Mark Holland, Chief Government Whip, seeking his assistance in implementing section 20 of the Code with respect to six Members, including Mr. Maloney. On March 18, 2020, I wrote to ask Mr. Maloney and four other Members, with a copy to the Chief Government Whip, to provide by March 20, 2020, either the required information that was still missing or an explanation for why they had not yet submitted this information. Mr. Maloney responded immediately to this email, indicating his displeasure in relation to the Office's response to the breach of confidentiality of his personal information and that he had provided the information already but would provide it again. Later that day, staff in the Office emailed him the same list of five items of missing information that had been sent to him on February 7, 2020. The Office received no information or other response from Mr. Maloney further to this communication. During the following weeks, in consideration of the unprecedented situation developing across the country at the time and Members' essential role in the government's work to respond to the COVID‑19 pandemic, I suspended further follow-up action with respect to Members' initial compliance processes. During his interview, Mr. Maloney stated that, from mid-March 2020 onwards, he and his staff were receiving a particularly high volume of requests for assistance from constituents related to various aspects of the growing health crisis, including travel issues and access to the government's support programs for individuals and businesses. Mr. Maloney noted that responding to these requests was his only priority at that time and that everything else was set aside. On April 27, 2020, given that the Office had not received any communications from Mr. Maloney in over five weeks and completion of his initial disclosure was now 10 weeks overdue, I decided to resume my attempts to contact him with respect to his obligations. I wrote to Mr. Maloney to notify him pursuant to subsection 27(4) of the Code of my concerns that he may have failed to comply with his obligation under paragraph 20(1)(i) of the Code to file a full statement disclosing his private interests and those of his spouse. In the letter, I indicated that under subsection 27(4) of the Code, he was afforded 30 days from the date of my letter to provide me with a response to my concerns. I also asked him to provide any relevant factual information and his views on whether he believed he contravened his obligations under paragraph 20(1)(i) of the Code. I received no representations, written or otherwise, from Mr. Maloney in response to my concerns. The Office communicated with staff at the Member's parliamentary office on May 21, 2020, to confirm that the Member had indeed received the letter. The following day, the Office also resent the letter to Mr. Maloney's personal email address. The 30-day response period expired on May 27, 2020, without a response having been received from Mr. Maloney. I wrote to Mr. Maloney on June 1, 2020, to inform him of my determination that I had reasonable grounds to believe that he had not complied with his obligations under the Code and that, pursuant to subsection 27(4) of the Code, I was commencing an inquiry. I also reiterated to Mr. Maloney my request for written representations by asking that he provide me, no later than June 22, 2020, with all relevant factual information and any comments he may wish to make on the matter. The Office communicated again with staff at the Member's parliamentary office on June 9, 2020, in order to ensure the Member had received this new letter. The Office was assured by Mr. Maloney's staff member that it would be done. In the absence of a response from Mr. Maloney to my letter of June 1, 2020, I wrote again on June 25, 2020, asking that he make himself available to attend an interview by videoconference on July 15 or 16, 2020, for approximately one hour. In this letter, I also reminded Mr. Maloney of his obligation under paragraph 27(8) of the Code to cooperate with respect to an inquiry under the Code. Since no response had yet been received, on July 10, 2020, staff in the Office sent Mr. Maloney a second copy of my letter dated June 25, 2020. Mr. Maloney did not respond to my request for an interview. The Members' Compliance Status Report published on August 5, 2020, identified Mr. Maloney as the only Member who had yet to complete the first step in the initial compliance process under the Code, namely the submission of a duly completed Disclosure Statement. The same day, Mr. Maloney called the Office to ask what information was missing in order to complete his initial disclosure and to obtain clarifications on the inquiry process. He provided the Office with additional information by email the next day. During his interview, Mr. Maloney explained that a journalist had contacted him on August 5, 2020, asking him why the Members' Compliance Status Report on the Office's website indicated that he had not yet submitted his Disclosure Statement. Between August 28 and September 1, 2020, Mr. Maloney worked with his compliance advisor in the Office to clarify certain information and provide a missing financial statement for an account held by his spouse, which he had disclosed during his previous tenure as a Member. He then signed his Disclosure Summary, thus taking the final step in the initial compliance process under the Code, on September 14, 2020. Mr. Maloney's Position Mr. Maloney provided no written representations in the context of this inquiry. During his telephone call of August 5, 2020, with a member of the Office's staff, Mr. Maloney explained that, in his view, he had submitted the required information by providing all relevant financial statements in January and February 2020. He also mentioned that he had requested a call from the Commissioner following the disclosure of his personal information to his parliamentary and constituency staff on January 24, 2020, but this request was ignored. During his interview of September 22, 2020, Mr. Maloney reiterated that he had provided early on what he believed to be complete information. He had completed the Disclosure Statement form to the best of his abilities and submitted statements for all the accounts he had thought of at the time. By failing to indicate certain information in his Disclosure Statement form, he had not purposely withheld any information but rather avoided submitting incorrect information because he was unsure under which category certain investments would fall. In any event, he had provided all of the supporting documentation regarding the accounts and he had expected this would be sufficient, at least to start the process. Regarding the financial statement he provided on September 1, 2020, Mr. Maloney explained that not providing it earlier was an oversight, for which he apologized. Mr. Maloney also explained that from mid-March through the months of April, May and June, his work as Member of Parliament in response to the COVID‑19 pandemic had taken precedence over anything else. With respect to his disclosure obligations under the Code, he thought at the time that he had fulfilled the requirements with the information he had provided and, as a result, he didn't believe that anything urgent needed to be done. Mr. Maloney further stated that while he had left several communications from the Office unanswered, he had not done so with any ill will or intent to ignore. He did not mean any disrespect to the Commissioner or anyone at the Office, or to the disclosure process under the Code. Analysis and Conclusion Analysis The purpose of this inquiry was to determine whether Mr. Maloney, following his election as the Member of Parliament for Etobicoke­–Lakeshore, failed to comply with his obligations under paragraph 20(1)(i) of the Code. The Code requires Members to make a full, confidential disclosure of their private interests to the Commissioner within 60 days after becoming a Member and again at each annual review. Members must also provide this information to the Office for the members of their family, which include, as per subsection 3(4), their spouse. Subsection 20(1) of the Code reads as follows: 20. (1) A member shall file with the commissioner a full statement disclosing the member's private interests and the private interests of the members of the member's family within:(i) 60 days after the notice of his or her election to the House of Commons is published in the Canada Gazette; and(ii) 60 days after the date established by the commissioner for the annual review. The information that must be disclosed to the Commissioner is specified under subsection 21(1) and includes information about Members' and their family members' assets, liabilities, income and directorships or offices in a corporation, trade or professional association or trade union. To fulfill this requirement, Members fill out a detailed Disclosure Statement form and append all necessary supporting documents, which typically consist of financial statements showing the nature and value of their investments and other holdings. The provision of this information to the Office constitutes the first step in each Member's initial compliance process. Having received the Member's full disclosure of private interests, the Office then reviews the information disclosed and prepares a summary containing only certain parts of that information as specified by section 24 of the Code. This summary, once signed by the Member, is published in the Office's online registry for public inspection as required by section 23 of the Code. As I previously wrote in the Peschisolido Report, disclosure is essential in allowing the Commissioner to advise Members appropriately on what measures are needed to avoid conflicts of interest. It also directly supports some of the Code's key purposes: to maintain and enhance public confidence and trust in the integrity of Members, to demonstrate to the public that Members are held to standards that place the public interest ahead of their private interests, and to provide a transparent system by which the public may judge this to be the case. The Code's disclosure requirements are stringent and come at a busy time for a newly elected or returning Member. The Code accounts for this by allowing the Commissioner to extend the applicable deadlines, should the need to do so arise; it even provides at subsection 20(1.1) that the Commissioner must not ordinarily refuse any reasonable request for an extension. However, no exception to the requirements under subsection 20(1) is permitted. A full statement must be filed by every Member, new or returning, each time the Code requires one. In the case of M. Maloney's initial compliance process following his re-election in October 2019, the Office received no information from the Member until after the 60-day period had expired as of January 7, 2020. Mr. Maloney submitted a first instalment of information on January 24, 2020, and at which time he obtained an extension to February 7, 2020. He then supplemented the information on February 6, within the extended deadline. However, some required information was still missing from Mr. Maloney's Disclosure Statement, and this situation continued for several months despite repeated efforts by staff in the Office and by me to obtain it. It is not uncommon for Members to take more than 60 days to fulfill their initial disclosure obligations. Following the 2019 general election, many Members only completed this step after having received several reminders. Some Members received a formal letter from me, like the one I sent to Mr. Maloney on April 27, 2020, affording them 30 days to respond to my concerns regarding their obligations under the Code and raising the possibility of an inquiry. This last-resort measure was effective in all cases but one. By the time Mr. Maloney contacted the Office for the first time in several months, on August 5, 2020, all 337 other Members had submitted a complete Disclosure Statement. It appears from the facts of the case that Mr. Maloney only turned his attention again to his obligations under the Code when he was contacted by a journalist about the matter. To explain why he failed to follow up in any way on communications from the Office between March 18 and August 5, 2020, Mr. Maloney explained that he believed he had provided complete information in January and February. As a result, while he was aware that the Office was trying to reach him, he did not view the matter as urgent. Instead, he was focused entirely, as a Member of Parliament, on what he could do to help respond to the COVID‑19 pandemic and assist those affected. In keeping with the Office's long-standing practice, I apply the prescribed submission deadlines with as much flexibility and understanding as I can. For obvious reasons, I will not initiate an inquiry every time a deadline is missed; instead, I make every effort to bring Members into compliance with their obligations through other means. However, Members cannot simply set aside their obligations under the Code for a prolonged period without justification. Mr. Maloney was made aware repeatedly that the Office considered his initial disclosure to be incomplete. As of February 6, 2020, the missing pieces of information were few and listed precisely in an email he acknowledged having received, and yet it took almost seven months for him to finally provide all information requested by the Office. No matter how considerable a challenge the COVID‑19 pandemic situation presented, it cannot reasonably justify Mr. Maloney's months‑long non-compliance. Conclusion In consideration of the above, I have determined that by failing to file a complete Disclosure Statement within a reasonable time after his extended deadline had passed, Mr. Maloney has contravened paragraph 20(1)(i) of the Code. Sanction Having concluded that a Member has not complied with an obligation under the Code, I must consider whether the contravention is mitigated as per subsection 28(5), which reads as follows: 28. (5) If the commissioner concludes that a member has not complied with an obligation under this code but that the member took all reasonable measures to prevent the non-compliance, or that the non-compliance was trivial or occurred through inadvertence or an error in judgment made in good faith, the commissioner shall so state in the report and may recommend that no sanction be imposed. Complete and timely disclosure being such an essential component of the Code, a Member's protracted breach of their disclosure obligations cannot be viewed as trivial. Mr. Maloney was informed that he was not in compliance with his initial disclosure obligations and was advised several times in writing of what information was required. He was thus given ample opportunity to remedy the situation, and yet, not only did he delay completing his disclosure well beyond a reasonable time, he also failed to respond to communications from the Office for months. Therefore, I conclude that none of the circumstances set out in subsection 28(5) apply to this case. Pursuant to subsection 28(6) of the Code, where a Member has contravened the Code and none of the circumstances set out in subsection 28(5) apply, I may recommend appropriate sanctions. The provision reads as follows: 28. (6) If the commissioner concludes that a member has not complied with an obligation under this Code, and that none of the circumstances in subsection (5) apply, or is of the opinion that a request for an inquiry was frivolous or vexatious or was not made in good faith, the commissioner shall so state in the report and may recommend appropriate sanctions. Having considered the circumstances of the case, I recommend that the House require Mr. Maloney to present it with an apology for having failed to fulfill his obligations as a Member in the context of his initial compliance process under the Code.

Report on an unnamed Deputy Minister for seeking to influence a hiring decision. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Preface The Conflict of Interest Act, S.C. 2006, c.9, s. 2 (Act) came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public.​ Referral Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner is mandated to review and report on disclosures of wrongdoing by public servants. However, where the subject matter of any disclosure received is within my jurisdiction as Conflict of Interest and Ethics Commissioner, the Public Sector Integrity Commissioner must, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, refer the matter to this Office. If, having received a referral in this manner, I have reason to believe that the public office holder or former public office holder who is the subject of the referral has contravened the Conflict of Interest Act (Act), I may commence an examination under section 45 of the Act. Even if I do not launch an examination under such circumstances, section 68 of the Act nevertheless requires that I issue a public report setting out the facts in question and my analysis and conclusions. In this case, in a letter dated February 4, 2020, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, allegations of a conflict of interest contained in disclosures made by a number of federal department employees against a deputy minister in that department. This person is referred to as “the subject of the allegations" in this report. Included in this referral are two very different allegations with respect to this person. The first allegation is that the subject of the allegations violated standard department hiring rules and allowed a senior position to be given to a long-time friend. Specifically, the subject allegedly interfered with or influenced the hiring process to the benefit of the friend. The second allegation of the referral is that the subject of the allegations allegedly intervened during an internal investigation conducted under the Public Servants Disclosure Protection Act by giving instructions pertaining to the investigation to several senior officials. According to the disclosure, the subject was motivated by a personal vendetta to discredit another senior official. Process After receiving the referral from the Public Sector Integrity Commissioner and contacting his office, I obtained additional information from one of the disclosers, which enabled me to assess the situation. I received numerous documents from this individual between March 12 and May 27, 2020. Based on the information provided with respect to the second allegation of this referral, I found that the matter raised did not relate to the furthering of a private interest under the Conflict of Interest Act (Act). I therefore decided not to consider this allegation further and did not disclose it to the subject of the allegations as it was not relevant to the Act. On April 8, 2020, I wrote to the subject of the allegations that I had received a referral from the Public Sector Integrity Commissioner. I informed the subject about the first allegation only and invited comments on it. I also noted that I would consider the response provided in determining whether to commence an examination under section 45 of the Act or whether to proceed directly with the publication of the required report without the need to gather additional information. On April 16, 2020, the subject of the allegations asked me for a time extension until May 27, 2020, to respond to my request, owing to unique circumstances related to the COVID-19 pandemic. I agreed to this. On May 27, 2020, the subject of the allegations provided a written response with supporting documentation and written testimony. The subject denied being in a conflict of interest. That same day, I received documents from one of the disclosers. Those were the last documents received by our Office for this case. After having conducted a preliminary review of all the information relating to the allegations set out in the referral, I had no reason to believe that the subject of the allegations may have contravened the Act. Therefore, I did not commence an examination under the Act and proceeded to prepare this report. Having considered a number of factors including the lack of any prior public attention to this matter, I have determined that there would be no benefit in identifying anyone involved in the matter and have drafted the report in a way that strives to preserve anonymity and avoid any reputational harm due to unsubstantiated allegations. Facts and Analysis Facts The first allegation of the referral relates to the hiring of a senior official. The subject of the allegations is a deputy minister. The hiring process, initially to staff a vacant position on an interim basis, required the subject to approve or reject a hiring recommendation prepared by their department. The subject was then required to send their recommendation to higher authorities, who authorized the hiring of this person. The subject of the allegations informed me of being familiar with the senior official selected for the position. The subject had worked with the senior official in another federal agency for approximately eight years and had supervised the official for two, but the subject did not consider the official a friend because the official was not someone the subject would spend time with outside the office. The subject of the allegations informed me they were unaware that this senior official was a candidate for the interim position. In addition, the subject stated having since learned that another senior official had recommended this candidate for the position. The documents provided by the subject of the allegations showed that the subject was not the one who approved the hiring recommendation for the interim position because the subject was on vacation at the time. As for staffing the permanent position, a selection committee ​was established in accordance with the departmental staffing practices. The documents provided by the subject of the allegations showed that the subject was not a member of this committee. Those documents included a statement signed by a member of the selection committee that the subject of the allegations was not required to approve the committee's findings, nor were they required to endorse these findings before the decision-making authorities. Ana​​lysis According to the first allegation, the subject of the allegations was in a conflict of interest because the subject allegedly violated their department's standard hiring rules to further the interests of a long-time friend. The subject allegedly made efforts to give this person a high-ranking position in the department. Specifically, the subject allegedly interfered with or influenced the hiring process to the benefit of the friend. Section 4 of the Act sets out that a public office holder is in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further the private interests of friends or to improperly further another person's private interests. However, in light of the information contained in the subject of the allegations' response, it appears that this allegation is not based on an appreciation of all relevant facts, some of which were likely unknown to the disclosers. First, the appointee cannot be considered a friend of the subject of the allegations within the meaning of the Act. In the​ Watson Report my predecessor, Commissioner Dawson, interpreted the term “friend" for the purposes of the Act to mean “a person with whom one has some history of mutual personal regard beyond simple association." For the purposes of the Act, the notion of friend does not, in her view, extend to acquaintances in a wide social circle or to business partners. In the Chapman Report, I implicitly indicated that I agree with this analysis. Since the subject and the appointee did not socialize outside work, I do not consider them to be friends within the meaning of the Act. The facts show that the subject of the allegations had not approved the recommendation to hire the senior official on an interim basis and was not involved in the appointment process. ​In my view, the facts do not support the allegation that the subject of the allegations acted in a manner to improperly further the private interests of the appointee.​ Conclusion Based on the information I received from the Public Sector Integrity Commissioner, one of the disclosers and the subject of the allegations, I have no reason to believe that the subject may have contravened the Act. I will, therefore, not initiate an examination under section 45 of the Act and consider the matter closed.

Report on an unnamed administrative tribunal member for seeking to influence an internal selection process for training. - - - - - - - - - - - - - - - - - - - - - - - - - Preface The Conflict of Interest Act, S.C. 2006, c.9, s. 2 (Act) came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Referral Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner is mandated to review and report on disclosures of wrongdoing by public servants. However, where the subject matter of any disclosure received is within my jurisdiction as Conflict of Interest and Ethics Commissioner, the Public Sector Integrity Commissioner must, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, refer the matter to this Office. If, having received a referral in this manner, I have reason to believe that the public office holder who is the subject of the referral has contravened the Conflict of Interest Act (Act), I may commence an examination under section 45 of the Act. Even if I do not launch an examination under such circumstances, section 68 of the Act nevertheless requires that I issue a public report setting out the facts in question and my analysis and conclusions. In this case, in a letter dated January 21, 2020, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, allegations of a conflict of interest contained in disclosures made by two members of a federal administrative tribunal against another member of the same tribunal. This administrative tribunal is referred to as the “Tribunal" in this report. During the period relevant to the case, the Tribunal member who was the subject of the conflict-of-interest allegations was assuming managerial duties with respect to other members in the same division, including the two disclosers, and is referred to as the Acting Manager (A/M) in this report. According to the disclosers, the A/M sought expressions of interest in an opportunity to work on an occasional basis for another division of the Tribunal from members under the A/M's administrative responsibility and received several such expressions of interest, including from the disclosers. Around the same time, the A/M was conducting performance evaluations of those same members. The A/M subsequently took part in training on the type of cases pertaining to the Tribunal's other division and was appointed to that division shortly thereafter. The disclosers alleged that because the A/M was competing with other Tribunal members in a selection process where performance evaluations would be considered, the A/M was in a conflict of interest when conducting these performance evaluations. Additionally, the A/M knew which members had expressed interest in the opportunity to work with the other division, but had not disclosed being interested in the same opportunity to these members. One of the disclosers further alleged having intentionally been given an unfounded evaluation that increased the A/M's own chances of being selected. According to the other discloser, the A/M had the opportunity to further not only her or his own private interests by virtue of being in a supervisory position, but also those of another Tribunal member, alleged to be a personal friend of the A/M, based on the fact that this member was also selected to attend the same training. Finally, the disclosers claimed that the training the A/M received as a result of having acted while in a conflict of interest had provided an unfair advantage that eventually led to the A/M's appointment to the Tribunal's other division. Process Both disclosers contacted the Office of the Conflict of Interest and Ethics Commissioner separately on February 13, 2020, to provide further details regarding their allegations. The first discloser provided a memorandum accompanied by supporting documents in the form of written communications with the subject of the allegations and with others at the Tribunal. The second discloser provided a memorandum only. Having gained a better understanding of the allegations, I wrote to the subject of the allegations on March 4, 2020, that I had received a referral from the Public Sector Integrity Commissioner. In my letter, I summarized the allegations and invited comments on them. I also noted that I would consider the response provided in determining whether to commence an examination under section 45 of the Act or whether to proceed directly with the publication of the required report without the need to gather additional information. On March 27, 2020, the subject provided a detailed written response setting out an extensive chronology of events. The subject denied having been in a conflict of interest. On April 1 and 2, 2020, I wrote to the second discloser and to the subject of the allegations, respectively, to ask them to provide certain documents in support of the information contained in their written submissions. I received the requested supporting documents and further submissions from this discloser and from the subject on April 3 and 10, 2020, respectively. I also received additional written comments and documents from the second discloser on May 4 and 5, 2020. After having considered all of the information received from the disclosers and the subject relating to the allegations set out in the referral, I determined that I did not have any reason to believe that the subject of the allegations may have contravened the Act. Therefore, I did not commence an examination under the Act and proceeded to prepare this report. Having considered a number of factors including the lack of any prior public attention to this matter, I have determined that there would be no benefit in identifying anyone involved in the matter and have drafted the report in a way that strives to preserve anonymity and avoid any reputational harm. Facts and Analysis Facts The subject of the allegations has served as a member of the Tribunal since 2017. In 2019, the subject was asked to take on a managerial role on a temporary basis. In May 2019, the subject of the allegations, now Acting Manager (A/M), was directed to conduct the performance evaluations of other Tribunal members in the same division. These evaluations would consist of a self-assessment by each Tribunal member, which the A/M would then comment on in writing and discuss with each one at a bilateral meeting. In addition to strengths and areas for improvement, performance evaluations also addressed members' collegiality. On June 17, 2019, the second discloser provided the A/M with a self-assessment. In the evaluation form, on the issue of collegiality, the second discloser noted having a good working relationship with other Tribunal members as well as having made positive adjustments with regard to appreciating the different communication styles that exist at the Tribunal. Documents provided by the second discloser showed that two weeks later, this member communicated by email with staff of the Tribunal regarding an internal issue. These exchanges were brought to the A/M's attention because the tone of the member's messages to the staff had raised some concerns. According to the documents, these concerns were then raised by the A/M with the second discloser. By the end of July 2019, the A/M had completed final comments on all performance evaluations and sent them back to the individual members. The second discloser stated in a written submission to me that the A/M's comments included a negative comment about collegiality. The second discloser disagreed with that comment and intended to raise it at the subsequent discussion with the A/M, which ultimately occurred on August 22, 2019. On August 15, 2019, the A/M's assistant sent an email seeking expressions of interest from members “interested in working on an as needed basis" for the Tribunal's other division and asking members to respond directly to the A/M. Over the next two days, five members expressed their interest by sending an email to the A/M. These interested members included the two disclosers as well as the member alleged by the first discloser to be the A/M's friend. On August 17, 2019, the A/M sent an email to the Tribunal's Chair, listing the names of the five members who had expressed an interest in working for the other division and adding: “Subsequent to our conversation, I offer my services as well." In written submissions, the subject of the allegations explained that, not being interested in working for the other division, the list communicated initially contained only the five names. However, the Chair had called to ask the A/M to reconsider, since those in a managerial role are generally trained to hear cases in that other division should the need arise. In September 2019, an email was sent by Tribunal staff to four members, including the two disclosers, to notify them that they had not been selected to attend the upcoming training. The training took place in the following weeks and was attended by five members from various divisions of the Tribunal, including the subject of the allegations and the member referred to by the first discloser as the subject's friend. Subsequently, the subject of the allegations was appointed to the Tribunal's other division by the Governor in Council. According to the subject, as a result of an organizational need, the subject was approached a few weeks earlier by the Tribunal's administration regarding the possibility of an appointment to that division. The subject had indicated at the time a willingness to be appointed to the other division should that better serve the needs of the Tribunal. Analysis The central allegation by the disclosers is that the subject was in a conflict of interest by entering a competitive process while at the same time having the opportunity to influence that process. Then, instead of resolving that conflict, the subject is alleged to have acted improperly to further her or his own interest, as well as that of a friend, by failing to be transparent about her or his own expression of interest for training and by identifying unfounded issues in a performance evaluation that would have been expected to determine the selection of participants in the training. However, in light of the information contained in the subject's response, it appears that these allegations were not based on an appreciation of all relevant facts, some of which were likely unknown to the disclosers. To begin, the performance evaluations were self-assessments—a fact omitted by both disclosers—to which the subject, as the A/M, appended a few paragraphs of general comments. Having reviewed the second discloser's performance evaluation, I did not find that the subject's comments deviated in substance from the member's own self-assessment. More importantly, the subject wrote those comments sometime in July 2019, at least two weeks before the call for expressions of interest in work for the other division was issued. Therefore, the subject did not have any knowledge of an upcoming opportunity for training at the time the comments to the evaluation were added. Then, once the call for expressions of interest was issued, the subject expressed such interest only after having been encouraged to do so by the Chair. In my view, a review of the timeline of events does not support the allegation that the subject acted in any way to increase the chances of being selected or to similarly further the private interests of another Tribunal member alleged to be a personal friend. Regarding the discussion that occurred on August 22, 2019, between the subject of the allegations and the second discloser, there was no indication that the written comments were modified following the call for expressions of interest. Any further examination of this discussion would fall outside my mandate. On the broader issue of the conflict of interest perceived by the disclosers, I found no reason to believe that the call for expressions of interest in working on cases pertaining to another division should have been viewed as a process in which members were competing against one another. According to the Tribunal's own statutory authority, the Chair has the discretion to assign members to work on cases pertaining to any division. It therefore seems reasonable for the Chair to seek to inform the exercise of that discretion with the knowledge of which members are interested in taking on that sort of work. Finally, all rank and file members of the Tribunal are remunerated on the same pay scale, regardless of their assigned division. As a result, it is far from obvious to me that the opportunity for a member to attend in-house training indeed constitutes a private interest within the meaning of the Conflict of Interest Act, even if this training could increase the member's chances of being later appointed to another division. Conclusion Based on the information I received from the disclosers and from the subject of the allegations, I have no reason to believe that the subject may have contravened the Act. I will, therefore, not initiate an examination under section 45 of the Act and consider the matter closed.

Report on a minister for appointing a partisan supporter. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Preface The Conflict of Interest Act, S.C. 2006, c.9, s. 2 (Act) came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Referral Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner is mandated to review and report on disclosures of wrongdoing by public servants. However, where the subject matter of any disclosure received is within the jurisdiction of the Office of the Conflict of Interest and Ethics Commissioner (Office), the Public Sector Integrity Commissioner must, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, refer the matter to this Office. When I receive a referral in this manner, the Conflict of Interest Act (Act) requires that I issue a public report setting out the facts in question and my analysis and conclusions, irrespective of the outcome. If I have reason to believe that the public office holder who is the subject of the referral has contravened the Act, I may commence an examination under section 45 of the Act. Even if I do not launch an examination under section 45 of the Act, the Act nevertheless requires that I write and publish a report. In this case, in a letter dated September 18, 2019, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, a disclosure of an allegation of a conflict of interest made against the Honourable Carla Qualtrough, who at that time was Minister of Public Services and Procurement Canada. As a minister, Ms. Qualtrough was a reporting public office holder subject to the Act. The allegation in the disclosure related to Ms. Qualtrough's appointment of Ms. Moreen Miller as Chairperson of the Board of Directors (Board) of Defence Construction Canada (Defence Construction), a Crown corporation, while Ms. Miller was also President and Chief Executive Officer of Fowler Construction, a private construction company that, according to the discloser, had strong ties to the Liberal Party of Canada. The discloser did not cite any provisions of the Act that were alleged to have been contravened. Process On November 15, 2019, I wrote to Ms. Qualtrough informing her that I had received a referral and enclosed a copy of a summary of the allegations provided by the Public Sector Integrity Commissioner. I invited Ms. Qualtrough to comment on the allegations. I also asked Ms. Qualtrough to comment on media articles dated September 2019 suggesting that Ms. Miller's appointment may have been politically motivated, since one of the construction company's partners was a former Liberal cabinet minister. I also asked Ms. Qualtrough to confirm whether she or anyone in her office had had any communications with the former minister in question regarding Ms. Miller's appointment. I informed Ms. Qualtrough that I would consider her response to determine whether to proceed with the publication of the report without the need to gather additional information or whether to commence an examination under the Act. In a letter dated December 20, 2019, Ms. Qualtrough provided a detailed response to the allegation made by the discloser. After having considered the additional information from Ms. Qualtrough relating to the allegations made in the disclosure and in media articles, I determined that I did not have reason to believe that Ms. Qualtrough may have contravened the Act and, therefore, did not pursue the matter further.​ Facts and Analysis The following sets out the information gathered by this Office in relation to the allegations made in the disclosure concerning Ms. Qualtrough's conduct. The discloser alleged that the merit-based appointment process used by the Government of Canada was not respected in the case of Ms. Miller's appointment as Chairperson of the Board of Defence Construction, and that Ms. Miller's appointment resulted from Fowler Construction's strong ties to the Liberal Party of Canada, of which Ms. Qualtrough is a member, rather than Ms. Miller's qualifications. In response to this allegation and the allegations reported in media articles—according to which Ms. Miller was appointed because one of the Fowler Construction's partners was a former Liberal Cabinet minister— Ms. Qualtrough confirmed that Ms. Miller's appointment as Chairperson of the Board of Defence Construction followed the open, transparent and merit-based appointment process that the Government of Canada introduced in 2016. Ms. Qualtrough also confirmed that neither she nor anyone in her office had ever had any communications with the former minister in question regarding Ms. Miller's appointment. Ms. Qualtrough explained that the appointment process is administered by the Privy Council Office, which establishes a selection committee whose members included a representative from the Privy Council Office, a representative from the Prime Minister's Office, a representative from Public Services and Procurement Canada, and a representative from Ms. Qualtrough's ministerial office. Ms. Qualtrough further explained ​that the selection committee is responsible for posting the notice of opportunity, reviewing all applications, shortlisting candidates for interviews, and recommending candidates to the relevant minister. After considering the candidates, the minister forwards their recommendation for the appointment to the Governor in Council, who then makes the appointment decision through an order in council. According to Ms. Qualtrough, it is her understanding that the selection committee followed this process in the case of the appointment of the Chairperson of the Board of Defence Construction. Ms. Qualtrough wrote that she had no role in the selection committee's process of identifying the highly qualified individuals that were recommended to her by the selection committee process. Ms. Qualtrough wrote that it was her role as minister to consider the merits of the candidates selected by the selection committee. Ms. Qualtrough then consulted the Board of Defence Construction as required by the Financial Administration Act. Taking into consideration the information before her, Ms. Qualtrough made a recommendation to the Governor in Council. With respect to the appointment of the Chairperson of the Board of Defence Construction, the ultimate decision rested with the Governor in Council. On November 22, 2017, by way of order in council, the Governor in Council appointed Ms. Miller as Chairperson of the Board of Defence Construction. Conclusion Based on the information I received from Ms. Qualtrough and in the absence of any information to support the allegation contained in the referral, I have no reason to believe that Ms. Qualtrough contravened any of her obligations under the Act when she recommended the appointment of Ms. Miller to the position of Chairperson of Defence Construction. I will, therefore, not initiate an examination under section 45 of the Act and consider the matter closed.

Report on chairperson, Board of Directors, Defence Construction Canada, for failing to disclose prior employment for a stakeholder of Defence Construction Canada. - - - - - - - - - - - - - - - Preface The Conflict of Interest Act, S.C. 2006, c.9, s. 2 (Act) came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner under subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Referral Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner is mandated to review and report on disclosures of wrongdoing by public servants. However, where the subject matter of any disclosure received is within the jurisdiction of the Office of the Conflict of Interest and Ethics Commissioner (Office), the Public Sector Integrity Commissioner must, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, refer the matter to this Office. When I receive a referral in this manner, the Conflict of Interest Act (Act) requires that I issue a public report setting out the facts in question and my analysis and conclusions, irrespective of the outcome. If I have reason to believe that the public office holder who is the subject of the referral has contravened the Act, I may commence an examination under section 45 of the Act. Even if I do not launch an examination under section 45 of the Act, the Act nevertheless requires that I write and publish a report. In this case, in a letter dated September 18, 2019, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, a disclosure of an allegation of a conflict of interest made against Ms. Moreen Miller. Ms. Miller was appointed as Chairperson of the Board of Directors of Defence Construction Canada (Defence Construction) on November 22, 2017, and as of this date, became a public office holder subject to the Act. At the time of her appointment, Ms. Miller also held the position of President and Chief Executive Officer of Fowler Construction. The discloser outlined three allegations, described below, relating to general conflict of interest concerns between Ms. Miller's public duties as Chairperson of the Board of Directors (Board) of Defence Construction, a Crown corporation, and her private interests in Fowler Construction, a private construction company, as its President and Chief Executive Officer. The discloser did not cite any provisions of the Act. Process On November 15, 2019, I wrote to Ms. Miller informing her that I had received a referral and enclosed a copy of a summary of the allegations provided by the Public Sector Integrity Commissioner. I invited Ms. Miller to comment on the allegations. I also informed Ms. Miller that I would consider her response to determine whether to proceed with the publication of the report without the need to gather additional information or whether to commence an examination under the Act. In a letter dated November 29, 2019, Ms. Miller, through her legal counsel, provided a detailed response to each of the allegations made by the discloser. After having considered the additional information received from Ms. Miller relating to the allegations made in the disclosure, I determined that I did not have reason to believe that Ms. Miller may have contravened the Act and, therefore, did not pursue the matter further. Facts and Analysis The following sets out the information gathered by this Office in relation to the various allegations made in the disclosure concerning Ms. Miller's conduct. A first allegation raised by the discloser was that Ms. Miller had not been forthcoming in disclosing her position with Fowler Construction prior to her appointment as Chairperson of the Board of Defence Construction. Had she done so, the discloser alleged Ms. Miller would not have been appointed. In response to this allegation, Ms. Miller, through her legal counsel, confirmed that her employment as President and Chief Executive Officer of Fowler Construction was disclosed prior to her appointment as Chairperson of the Board of Defence Construction, and that it was referred to in Ms. Miller's application for the position and discussed in a subsequent interview. Because this first allegation related to a possible conflict of interest that is alleged to have occurred prior to Ms. Miller's appointment as a public office holder, it falls outside the purview of this Office. The second allegation related to Ms. Miller's access to confidential information about Fowler Construction's competitors. The discloser alleged that Fowler Construction had bid on Defence Construction calls for tenders in the past. This, in the discloser's view, would have a negative impact on the perceived impartiality of Defence Construction's procurement process. In response to this allegation, Ms. Miller's legal counsel described Fowler Construction as a relatively small, local company that had only ever worked on one project for Defence Construction as a subcontractor in 2010. Included with the written submission was a copy of a letter dated October 28, 2019, from Fowler Construction's President to the Chief Executive Officer of Defence Construction confirming that, during the 70 years of the company's existence, it had never bid on Defence Construction work and had never approached Defence Construction for work. The October 28, 2019 letter also confirmed that following Ms. Miller's appointment, the Government of Canada had asked the company to set up internal conflict of interest screens to prevent Ms. Miller from seeing any interactions between the company and Defence Construction, which, according to the President, the company complied with even though it did not interact with Defence Construction. Ms. Miller's legal counsel also referred to the ongoing communications, which are described below, between Ms. Miller and this Office following her appointment as Chairperson of the Board, as well as to the role of the Director, Governance and Legal Affairs and Corporate Secretary of Defence Construction, in assisting Ms. Miller on how to manage the potential conflict of interest. Within three months following Ms. Miller's appointment, I received a letter on February 22, 2018, from a member of the Board of Defence Construction, written on behalf of members of the Board of Defence Construction, requesting advice on a potential conflict of interest between Ms. Miller's appointment and her interest in Fowler Construction as its President and Chief Executive Officer. On the same day, I also received a letter from Ms. Miller in which she formally sought advice from this Office. Section 29 of the Act gives me the authority to determine the appropriate measures by which a public office holder shall comply with the Act. In certain cases, these measures may include making formal arrangements in order to assist a public office holder in avoiding dealing with files that may pose a real or potential conflict of interest, otherwise known as a conflict of interest screen. When a screen is in place, files that pose a potential conflict of interest are not brought to the public office holder's attention. Accordingly, following discussions and correspondence with Ms. Miller and the Director, Governance and Legal Affairs and Corporate Secretary of Defence Construction, I determined that a screen was required in order to prevent a conflict of interest situation from arising between Ms. Miller's official duties and her private interests in Fowler Construction. The screen prohibited Ms. Miller from participating in any discussion, decision, debate or vote on any matters relating to Fowler Construction. In the event that any issue or matter subject to the conflict of interest screen was not caught by the screen, Ms. Miller was required to recuse herself from that issue and inform this Office. On April 24, 2018, Ms. Miller signed the conflict of interest screen which was administered by the Director, Governance and Legal Affairs and Corporate Secretary of Defence Construction. The Minister of Public Services and Procurement and the Board of Defence Construction were duly informed in writing of this conflict of interest screen. A signed copy was included in our Office's public registry and posted on our website. According to information provided to this Office, around this same time, the Chief Executive Officer of Defence Construction wrote to Ms. Miller informing her that Fowler Construction's bidding privileges relating to Defence Construction calls for tenders had been suspended. In my view, the implementation of the conflict of interest screen, the internal conflict of interest measures put in place by Fowler Construction at the Government of Canada's request, as well as Defence Construction's decision to suspend the company from bidding on any of its work, would have made it nearly impossible for Ms. Miller to place herself in a conflict of interest. In any event, at the time of the implementation of the conflict of interest screen, no information was brought to my attention in respect of a breach of Ms. Miller's obligations under the Act. A third allegation raised the concern that after a conflict of interest screen had been recommended by this Office and implemented, Ms. Miller continued to inquire about the confidential aspects of Defence Construction's dealings with Fowler Construction's competitors. In response to this third allegation, Ms. Miller, in her written response, denied that she asked anyone about confidential aspects of Defence Construction's dealings with Fowler Construction's competitors. Ms. Miller also submitted that the Board discussions held while she still occupied a position at Fowler Construction were strategic in nature and related to the general oversight of Defence Construction. According to the information provided to this Office, the Board did not hold any meetings with Ms. Miller to conduct Board business until June 2018. According to Ms. Miller's legal counsel and corroborated by information provided to this Office, the June 2018 Board meeting was limited to the approval of financial statements, and the September 2018 Board meeting dealt mostly with internal administrative matters. Ms. Miller's written response also emphasized that the conflict of interest screen was at the time actively managed by the Director, Governance and Legal Affairs and Corporate Secretary, who attended all Board meetings. On September 27, 2018, Ms. Miller informed this Office that on September 14, 2018, she had resigned from her position as President and Chief Executive Officer of Fowler Construction. As a result, I determined that Ms. Miller's conflict of interest screen was no longer necessary and shortly thereafter it was removed from the Office's public registry. In mid-November 2018, Defence Construction rescinded Fowler Construction's bidding suspension. On October 17, 2019, media articles suggested that Ms. Miller was in a conflict of interest as she continued to work for Fowler Construction as a consultant after she had resigned from the company and the conflict of interest screen had been removed. As it was reported in the media on October 29, 2019, Ms. Miller consulted this Office and was advised that the reinstatement of a conflict of interest screen was not required. Considering Ms. Miller's continued communications with this Office, I find it unlikely that she ignored or ran afoul of the terms of the conflict of interest screen put in place by this Office, especially following Defence Construction's suspension of Fowler Construction's bidding privileges from April to November 2018. Additionally, based on the information gathered by this Office thus far, and in the absence of any information to the contrary, I have no reason to doubt that the administrator of the conflict of interest screen, who was present at the June and September 2018 Board meetings, would have ensured that Ms. Miller remained in compliance with her obligations under the Act. Conclusion After weighing the information I obtained against the allegations contained in the referral, I have no reason to believe Ms. Miller may have contravened any of her obligations under the Act. I will, therefore, not initiate an examination under section 45 of the Act and consider the matter closed.

Report on former Clerk of Privy Council and Secretary to Cabinet for seeking to influence the decision of the Attorney General of Canada on whether to intervene in a criminal matter. - - - - - - - - - - - - - - - Preface The Conflict of Interest Act, S.C. 2006, c. 9, s. 2 (Act) came into force on July 9, 2007. Pursuant to section 68 of the Act, if a matter is referred to the Conflict of Interest and Ethics Commissioner by the Public Sector Integrity Commissioner pursuant to subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Conflict of Interest and Ethics Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the referral. A copy is provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public. Referral Pursuant to the Public Servants Disclosure Protection Act, the Public Sector Integrity Commissioner is mandated to review and report on disclosures of wrongdoing by public servants. However, where the subject matter of any disclosure received is within the jurisdiction of this Office, the Public Sector Integrity Commissioner must, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, refer the matter to this Office. When I receive a referral in this manner, the Conflict of Interest Act (Act) requires that I issue a public report setting out the facts in question and my analysis and conclusions, irrespective of the outcome. If I have reason to believe that the public office holder, who is the subject of the referral, has contravened the Act, I may commence an examination under section 45 of the Act. Even if I do not launch an examination under section 45 of the Act, the Act nevertheless requires that I write and publish a report. In this case, in a letter dated September 20, 2019, the Public Sector Integrity Commissioner referred to me, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, a disclosure of an allegation of a conflict of interest made against Mr. Michael Wernick, former Clerk of the Privy Council and Secretary to the Cabinet. The allegation in the disclosure related to whether Mr. Wernick, while he was Clerk of the Privy Council and Secretary to the Cabinet, inappropriately pressured the Honourable Jody Wilson-Raybould, former Minister of Justice and Attorney General of Canada, to pursue a remediation agreement with SNC-Lavalin. As Clerk, Mr. Wernick was a reporting public office holder subject to the Act. Process On November 7, 2019, I wrote to Mr. Wernick informing him of the referral I had received from the Public Sector Integrity Commissioner, and invited Mr. Wernick to comment on the allegation. I also informed Mr. Wernick that I would consider his response to determine whether to proceed with the publication of the report without the need to gather additional information or whether to commence an examination under the Act. On November 28, 2019, I received a detailed response from Mr. Wernick through his legal counsel. After having considered the information received from Mr. Wernick relating to the allegation made in the disclosure, I determined that none of the information gathered indicated that Mr. Wernick may have contravened any of his obligations under the Act. I therefore did not have reason to believe that Mr. Wernick had contravened the Act and did not pursue the matter further. Facts and Analysis The following sets out the facts in relation to the allegation made in the disclosure, the information received from Mr. Wernick, and other information available to this Office. According to the discloser, as Clerk of the Privy Council, Mr. Wernick inappropriately pressured the Honourable Jody Wilson-Raybould, when she was Minister of Justice and Attorney General of Canada, to pursue negotiations with SNC-Lavalin towards a remediation agreement, in contravention of section 9 of the Act. Section 9 of the Act prohibits public office holders from using their position to influence a decision of another person. It reads as follows: 9. No public office holder shall use his or her position as a public office holder to seek to influence a decision of another person so as to further the public office holder's private interests or those of the public office holder's relatives or friends or to improperly further another person's private interests. In support of the allegation, the discloser pointed to the Trudeau II Report, in which I concluded that the Right Honourable Justin Trudeau, Prime Minister of Canada, had contravened section 9 of the Act when he sought to influence the Attorney General's decision on whether she should pursue negotiations with SNC-Lavalin towards a remediation agreement. In response to the allegation, counsel for Mr. Wernick wrote that his client did not seek to improperly further the private interests of SNC-Lavalin and resubmitted the information that Mr. Wernick had previously provided to this Office in the context of my examination of the Prime Minister on the same subject matter. As part of my examination of Mr. Trudeau's conduct, I interviewed several witnesses and received extensive documentary evidence from them, including Mr. Wernick. I also had the opportunity to question Mr. Wernick in respect of his role in the matter. On the basis of the evidence gathered, I concluded at paragraph 285 of the Trudeau II Report that “the individuals who acted under the direction or authority of the Prime Minister in this matter [….] could not have influenced the Attorney General simply by virtue of their position." Consequently, I determined that I did not have reasonable grounds to pursue concurrent examinations of these reporting public office holders, nor did I have reason to believe that they may have breached another substantive rule under the Act. This conclusion applied to a number of reporting public office holders, including Mr. Wernick. Conclusion In light of the above, I have concluded that I do not have any reason to believe Mr. Wernick may have contravened section 9 of the Act on the basis of the alleged facts. I will, therefore, not initiate an examination under section 45 of the Act and consider the matter closed.

Report on a Member of the House of Commons for failing to meet reporting requirements. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - Preface Under section 27 of the Conflict of Interest Code for Members of the House of Commons (Code), which constitutes Appendix 1 of the Standing Orders of the House of Commons, a request for an inquiry may be made by a Member of the House of Commons who has reasonable grounds to believe that another Member has not complied with their obligations under the Code. The Conflict of Interest and Ethics Commissioner is required to forward the request to the Member who is the subject of the request and to afford the Member 30 days to respond. Once the Member has completed their response, the Commissioner has 15 working days to conduct a preliminary review of the request and the response and to notify both Members in writing of the Commissioner's decision as to whether an inquiry is warranted. Following the completion of an inquiry, which must be conducted in private, a report is to be provided to the Speaker of the House of Commons who tables it in the House of Commons when it next sits. The report is made available to the public once it is tabled or, if the House is not then sitting, upon its receipt by the Speaker. Executive Summary This report presents the findings of my inquiry under the Conflict of Interest Code for Members of the House of Commons into the conduct of Mr. Joe Peschisolido while he was the Member of Parliament for Steveston–Richmond East. I sought to determine whether Mr. Peschisolido contravened subsections 20(1) and 21(3) of the Code. Subsection 20(1) requires Members to fully disclose their private interests and those of their family members to the Commissioner as part of the initial compliance process after their election and during each annual review. Subsection 21(3) requires Members to notify the Commissioner of any material change to the information contained in their disclosures within 60 days of the change. During the initial compliance process completed in July 2016, Mr. Peschisolido disclosed that he was the sole shareholder of Peschisolido Law Corporation, as well as its director, president and secretary. During annual reviews completed in August 2017 and December 2018, Mr. Peschisolido indicated there were no changes to this information. However, the evidence showed that Mr. Peschisolido failed to fully disclose his private interests in the corporation. He did not disclose an asset (money owed to him by the corporation under a shareholder's loan) or a liability (his personal guarantee of the corporation's debt). The evidence also showed that after Peschisolido Law Corporation was dissolved in November 2018, Mr. Peschisolido failed to disclose, within the 60-day deadline or during his annual review, that he was no longer its director, president and secretary. Mr. Peschisolido also failed to disclose a change in marital status, or to provide a full statement of his spouse's private interests. I concluded that Mr. Peschisolido contravened subsection 20(1) of the Conflict of Interest Code for Members of the House of Commons by failing to provide a full statement of his private interests with respect to his shareholder's loan. He also contravened subsections 21(3) and 20(1) of the Code by failing to file a statement of material change within 60 days and failing to disclose, during the annual review, his personal guarantee of a debt, the dissolution of Peschisolido Law Corporation and a change in his marital status. When a contravention of the Code is found in an inquiry and there are no mitigating circumstances, the Commissioner may recommend that the House impose appropriate sanctions. However, given that Mr. Peschisolido is no longer a Member and therefore not subject to the rules governing Members of the House of Commons, issuing such a recommendation would serve no purpose. Concerns and process On June 11, 2019, I received an email from the Honourable Peter Kent, Member of Parliament for Thornhill, requesting that I commence an inquiry under the Conflict of Interest Code for Members of the House of Commons (Code) into the conduct of Mr. Joe Peschisolido, then Member of Parliament for Steveston–Richmond East. On June 19, 2019, Mr. Kent resubmitted a signed copy of his request as required by subsection 27(2) of the Code. In his request, Mr. Kent alleged that, based on information contained in a media report, Mr. Peschisolido may have failed to meet his obligation under subsection 21(3) of the Code to file a statement reporting a material change to the information contained in his Disclosure Statement within 60 days after the change. According to the media report, Mr. Peschisolido was no longer a member of the Law Society of British Columbia (Law Society), which had applied for and obtained a court order to take over and wind up his law firm. This information appeared to contradict the Member's public Disclosure Summary dated December 11, 2018, which appeared in the Office's public registry and in which he stated that he was the sole owner as well as the director, president and secretary of Peschisolido Law Corporation. Section 20 of the Code requires Members to file a disclosure statement with the Commissioner consisting of a full statement of the private interests listed under subsection 21(1) for themselves and for members of their family, within 60 days after the notice of their election to the House of Commons is published in the Canada Gazette and within 60 days after the date established by the Commissioner for the annual review. The private interests listed under subsection 21(1) of the Code include each asset or liability of the Member and their family members with a value exceeding $10,000, the amount and source of any income greater than $1,000 they received in the preceding 12 months or are entitled to receive during the next 12 months, and any directorships or offices in a corporation. I determined that Mr. Kent's request as submitted on June 19, 2019, met the requirements of subsections 27(1) and (2) of the Code. I was therefore required by subsection 27(3.2) to conduct a preliminary review of the request. On June 20, 2019, I forwarded Mr. Kent's request to Mr. Peschisolido, informing him that the Code afforded him 30 days to provide me with a response to the request, after which I would have 15 working days to determine whether an inquiry was warranted. In this letter, I also informed Mr. Peschisolido that based on information in the public domain, I had the additional concern that he may have failed to comply with the requirement under paragraph 20(1)(ii) of the Code to provide a full statement of his private interests when he completed his annual review on December 11, 2018. On July 19, 2019, I received a letter from Mr. Peschisolido responding to the concerns raised. On August 6, 2019, I wrote to Mr. Peschisolido to inform him that, having carefully considered the information before me, including his written representations, I had decided that an inquiry was warranted. This letter summarized the information gathered to date and set out the purpose of the inquiry, namely to determine whether he had failed to file information concerning his private interests, including his activities, in relation to Peschisolido Law Corporation. The letter also requested that he provide all relevant information and considerations with respect to the matter, as well as certain specified documents. I received documents and further written representations from Mr. Peschisolido on August 27, 2019. Having reviewed these submissions, I wrote to him on October 9, 2019, to inform him that in light of this information, my inquiry into his conduct would now also seek to determine whether he had failed to report an asset and a liability each exceeding $10,000, namely a shareholder's loan made to his corporation and a debt of the corporation for which he appeared to be the guarantor, as well as a change in his marital status. Mr. Peschisolido was interviewed on November 7, 2019, and I received additional documents from him on December 5, 2019. Mr. Peschisolido was provided with the opportunity to review the transcript of his interview and relevant documents gathered by the Office. He was also given an opportunity to review and comment on a draft of the factual portions of this report (Concerns and Process, Facts, and Mr. Peschisolido's Position) before it was finalized. Facts Mr. Peschisolido's disclosures to the Office In early November 2015, shortly after his election as a Member of Parliament, Mr. Peschisolido received a letter from my predecessor outlining the process to ensure his initial compliance with the Code and several enclosed documents including a Disclosure Statement form, which he was required to fill out and submit by January 4, 2016. In the form that Mr. Peschisolido first submitted, dated December 29, 2015, he disclosed that he was the sole shareholder of Peschisolido Law Corporation as well as its director, president and secretary, and entered information regarding his income, assets and liabilities. Upon reviewing the Member's submission, the Office noted that several sections of the form were not filled out and that no supporting documents had been provided. On April 25, 2016, the Office contacted Mr. Peschisolido to remedy the situation and he re‑submitted his Disclosure Statement form on May 13, 2016. Mr. Peschisolido met with his compliance advisor in the Office on June 14, 2016, to review the contents of his disclosure and discuss his ongoing obligations under the Code. During this meeting, he confirmed the accuracy of the information he had submitted regarding his private interests, including his activities, in relation to Peschisolido Law Corporation as well as the fact that he did not receive any income from the corporation. Mr. Peschisolido also stated at that time that he was not the guarantor of any debts of the corporation. Mr. Peschisolido's initial compliance process was completed in July 2016, when the Summary Statement of his disclosure was published on the Office's public registry. Mr. Peschisolido completed an annual review process on August 25, 2017, as well as on December 11, 2018, and on both occasions, he indicated there were no changes to the information he had originally disclosed to the Office. During his interview, Mr. Peschisolido indicated that in fulfilling his disclosure obligations under the Code, he simply provided the Office with information according to his best guess or as he recalled it at the time and that he did not take any deliberate steps to check the accuracy of that information. Peschisolido Law Corporation Mr. Peschisolido's law firm, which he incorporated in British Columbia as a law corporation on January 26, 2006, conducted business as Peschisolido & Company. According to statements Mr. Peschisolido made publicly and in the context of this inquiry, the firm operated as an amalgam of independent lawyers, each working on their own client files. During the interview I conducted with him, Mr. Peschisolido explained that the corporation would receive a portion of the fees that these lawyers earned by working on Peschisolido & Company client files. In return, the lawyers benefitted from support staff and office space that was paid for by the corporation. Mr. Peschisolido stated in his written submissions and in his testimony that in May 2015, when he started campaigning ahead of that year's federal election, he stopped practising law but maintained his membership with the Law Society of British Columbia and the status of his law corporation. Once he was elected, he transferred the active client files he still had to the other lawyers working under Peschisolido & Company. The documents obtained in the context of this inquiry included statements for the two bank accounts used by Peschisolido Law Corporation—a general operating account and a trust account—for the period of January 2015 to July 2019. In addition to the list of transactions, the statements included an image of every cheque written from each of these accounts. According to these statements and other financial documents obtained, Peschisolido Law Corporation carried a negative balance on its general bank account and was operating at a loss in 2015 as well as in previous years. In his interview, Mr. Peschisolido explained that, in order to allow his firm to continue operating, he, as the firm's sole shareholder, had covered part of the losses by making successive loans to the corporation in the form of deposits into its general bank account. The documents showed that the amount of both the bank overdraft and the shareholder's loan exceeded $10,000 during the entire time Mr. Peschisolido was a Member. Between January and April 2015, Mr. Peschisolido wrote six cheques amounting to several thousand dollars from his corporation's general account to himself. The “memo" field for these cheques identified each one as a “Partial repayment of shareholder's loan." Mr. Peschisolido wrote one more such cheque to himself on February 11, 2016. During his interview, Mr. Peschisolido explained that since he had put money into his firm to keep it going, from time to time, he would decide to receive monies back from the corporation in repayment of the loan. Mr. Peschisolido's actions in relation to his law corporation while he was a Member The documents provided by Mr. Peschisolido showed that on March 31, 2016, he filed his annual practice declaration and trust report for the previous calendar year with the Law Society. On the same day, he also filed the corporation's annual report with the British Columbia Corporate Registry (Corporate Registry), which is required every year within two months of the corporation's anniversary date. According to Mr. Peschisolido's written submissions and testimony, one of the lawyers who still had active client files under the corporation moved to a new address in March 2016. Since he was now subletting Peschisolido & Company's offices to new tenants, Mr. Peschisolido filed an address change for the corporation with both the Law Society and the Corporate Registry on June 1, 2016. ​ In November 2016, Mr. Peschisolido informed the bank that his firm was no longer in operation, other than some residual business. He and the bank agreed that the balance owing on the general account should be repaid in full and that this would be done over a period of approximately four years by gradually reducing the credit limit. During his interview, Mr. Peschisolido confirmed that he became the guarantor for this account at the time he signed the agreement on November 22, 2016, and that he had been personally repaying his corporation's liability on an ongoing basis since December 2016. From that point on, no activity was conducted on Peschisolido & Company client files during the next 18 months. Mr. Peschisolido filed for the last time in the spring of 2017 a practice declaration and trust report for the previous calendar year with the Law Society, as well as an annual report with the Corporate Registry. He did not file these reports in subsequent years. Then, on July 17, 2017, Mr. Peschisolido changed the corporation's address again, but only with the Law Society and not with the Corporate Registry. During his interview, Mr. Peschisolido explained that this was not done purposefully, but rather through an omission on his part. At the end of 2017, Mr. Peschisolido missed the deadline to pay his membership dues to the Law Society. On January 17, 2018, he was informed that his membership had been terminated and he was required to either wind up his law corporation, change the name of the corporation or re‑activate his practising status. Mr. Peschisolido first filled out and submitted an application for re‑instatement, but then withdrew his application on April 5, 2018. The following month, the Law Society contacted Mr. Peschisolido in order to inform him of the steps required to close his practice. Since he could not handle the closure of the remaining client files himself, Mr. Peschisolido chose to hire a lawyer to wind up his practice on his behalf. He entered into an agreement with a first lawyer on May 15, 2018, then a new one on December 17, 2018. Since the practice's wind-up had still not been completed in March 2019, the Law Society applied for a court order to be appointed custodian of Mr. Peschisolido's practice. The British Columbia Supreme Court issued the order on April 1, 2019. In early 2019, Mr. Peschisolido cancelled the PST and GST accounts for Peschisolido Law Corporation with the British Columbia Ministry of Finance and the Canada Revenue Agency, who confirmed the closures on April 11 and April 26, 2019, respectively. Administrative dissolution of Peschisolido Law Corporation On May 11, 2018, the Corporate Registry sent a letter to Mr. Peschisolido advising him that since his law corporation permit had been revoked by the Law Society, he was ordered to change the name of the corporation to one that did not include the word “law" before July 11, 2018. Since no name change was subsequently filed, the Corporate Registry wrote again on August 23, 2018, to provide one month's notice of the publication of a notice of intent to dissolve the company. The Corporate Registry published a notice of intent to dissolve the corporation on October 4, 2018. The Corporate Registry then dissolved Peschisolido Law Corporation on November 26, 2018, and published a notice to that effect on November 29, 2018. The Corporate Registry's letters of May and August 2018 were sent to the address that the Corporate Registry had on file for the corporation. Mr. Peschisolido stated in his written submissions and testimony that since he was no longer getting mail sent to that address at that time, he had never received these letters and he only obtained copies when he contacted the Corporate Registry in August 2019 in order to gather the documents I had requested from him in the context of this inquiry. Change in marital status In the written representations he submitted in August 2019, Mr. Peschisolido provided a completed Disclosure Statement with respect to his spouse and informed me that he had gotten married one year earlier, in July 2018. Mr. Peschisolido specified the exact date, July 7, 2018, during his interview. Mr. Peschisolido's Position Mr. Peschisolido acknowledges that, at the time of the annual review he completed on December 11, 2018, he failed to provide an accurate statement with regard to the private interests he no longer had in Peschisolido Law Corporation after its administrative dissolution occurred on November 26, 2018, and to file a statement reporting a material change within 60 days after the change. According to Mr. Peschisolido, this was an inadvertent oversight and a mistake due to the fact that he had not kept the British Columbia Corporate Registry up to date with his corporation's address, and consequently, he had not received the letters of May 11 and August 23, 2018, regarding the status of his corporation and the required name change. As a result, he was not aware of the dissolution when it happened and only learned about it when I notified him of Mr. Kent's request under the Code on June 20, 2019. Mr. Peschisolido also explained during his interview that he did not view the shareholder's loan he had made to his corporation as an asset because any money that he would get back from the corporation as a partial repayment of that loan would be money that he had originally put into it. He also mentioned that while that was his view at the time, he now acknowledged that this interpretation may have been incorrect and that the loan was actually valuable to him. When I asked Mr. Peschisolido during his interview why he had not disclosed to the Office that he had acquired a liability when he had agreed to repay the balance owing on Peschisolido Law Corporation's general account, he explained that he had assumed that he was not required to do so because he did not view the company's liability as his own. Mr. Peschisolido added that this interpretation was mistaken. With regard to the change in his marital status in July 2018, Mr. Peschisolido stated that he never thought to inform the Office of it, either when it occurred or when he communicated with the Office in the course of his annual review process in December 2018. During his interview, Mr. Peschisolido acknowledged that he did not focus on his disclosure obligations as he should have, and that he only turned his mind to these matters once he learned he would be the subject of an inquiry under the Code. He also apologized and expressed regret for not having taken his obligations under the Code seriously enough. Analysis and Conclusions In this inquiry, I must determine whether Mr. Peschisolido, while he was the Member of Parliament for Steveston–Richmond East, contravened subsections 20(1) and 21(3) of the Code by failing to file full statements disclosing his private interests and to report material changes to the information contained in his Disclosure Statement within 60 days after the changes. The Code's disclosure regime The Code relies mainly on two approaches in order to prevent Members from finding themselves in a conflict of interest. The first lies in a set of rules of conduct relating to matters such as the performance of parliamentary duties, the use of influence and the acceptance of gifts. The second is a stringent regime of disclosure of private interests. Members' disclosure is essential in allowing the Commissioner to advise Members appropriately on what measures they need to take to avoid conflict of interest situations. It also directly supports some of the key purposes that the Code sets out for itself: to maintain and enhance public confidence and trust in the integrity of Members, to demonstrate to the public that Members are held to standards that place the public interest ahead of their private interests, and to provide a transparent system by which the public may judge this to be the case. Under subsection 20(1) of the Code, Members must make a full, confidential disclosure of their private interests to the Commissioner within 60 days after becoming a Member. Members must also provide this information to the Office for the members of their family, which include, as per subsection 3(4), their spouse. Additionally, the Members' disclosure is subject to an annual review. Subsection 20(1) reads as follows: 20. (1) A Member shall file with the Commissioner a full statement disclosing the Member's private interests and the private interests of the members of the Member's family within:(i) 60 days after the notice of his or her election to the House of Commons is published in the Canada Gazette; and(ii) 60 days after the date established by the Commissioner for the annual review. The private interests that must be disclosed to the Commissioner are listed under subsection 21(1) and include, among others, assets and liabilities with a value exceeding $10,000 and any directorships or offices in a corporation. Subsection 21(1) reads in part as follows:​ 21. (1) The statement shall(a) identify and state the value of each asset or liability of the Member and the members of the Member's family that;(i) in the case of a credit card balance, exceeds $10,000 and has been outstanding for more than six months;(ii) in all other cases, exceeds $10,000;[…](e) list the directorships or offices in a corporation, trade or professional association or trade union held by the Member or a member of the Member's family and list all partnerships in which he or she or a member of his or her family is a partner;[…] Having received the Member's full disclosure, the Office then reviews the information disclosed and prepares a summary containing certain parts of that information as specified by the Code. Once Members have signed this summary, it is published in the Office's online registry for public inspection. To ensure that the Commissioner always has up-to-date information regarding each Member's private interests, subsection 21(3) of the Code requires that the Office be notified of any material change to the information contained in Members' disclosures within 60 days after any such change occurring. Subsection 21(3) reads as follows: 21. (3) The Member shall file a statement reporting any material change to the information required under subsection (1) to the Commissioner within 60 days after the change. A change that affects the information required to appear on a Member's public Disclosure Summary is always considered “material." For instance, a new income greater than $10,000, the acquisition of an asset or liability that exceeds $10,000, or a reduction in the value of an asset or a liability that brings it below the $10,000 threshold are all material changes for which a statement must be filed. Given that when such a change occurs, the Member's Disclosure Summary is no longer accurate, the Code also requires the Commissioner to include the statement in the Member's summary, in order to restore the accuracy of the information that is available to the public. Disclosure of an asset: Mr. Peschisolido's shareholder's loan According to the evidence, the expenses incurred by Peschisolido Law Corporation exceeded its revenues and the company had been operating at a loss for a number of years at the time Mr. Peschisolido became a Member. Mr. Peschisolido had compensated for part of those losses by making successive injections of capital, which amounted to a considerable shareholder's loan. While this loan constituted a liability for the corporation, it was an asset for Mr. Peschisolido. From time to time, when the corporation's revenues allowed it, he could draw from Peschisolido Law Corporation's general account in order to obtain partial repayments of his loan. The evidence showed that, at the time Mr. Peschisolido filled out his initial disclosure statement to the Office, the amount of money owed to him under this shareholder's loan was greater than $10,000. Therefore, this constituted an asset that the Code required him to disclose. Conclusion For the above reasons, I have determined that Mr. Peschisolido contravened subsection 20(1) of the Code by failing to provide a full statement of his private interests with respect to an asset exceeding $10,000, namely a shareholder's loan, at the time of his initial disclosure, which was finalized in July 2016, and at the time of subsequent annual reviews, which he completed on August 25, 2017, and on December 11, 2018. Disclosure of a liability: Mr. Peschisolido's personal guarantee of a debt By the end of 2016, Mr. Peschisolido had decided that he would wind up his law corporation and had taken initial steps in that direction. Active files had been taken over by other lawyers earlier in the year and he had agreed with the bank, on November 22, 2016, that since the corporation was no longer in operation, the balance owing on its general account would have to be repaid. From the day he signed on as the guarantor for his corporation's debt, Mr. Peschisolido became personally liable for paying back the money owed to the bank. He therefore took on a liability he did not previously have. The evidence provided by Mr. Peschisolido showed that the amount of this liability was greater than $10,000. Mr. Peschisolido had 60 days from November 22, 2016, to file a statement of material change, which he failed to do. He also had the opportunity to disclose the liability during two subsequent annual reviews, at which times he simply declared there were no changes to his previous disclosure. Conclusion I have determined that Mr. Peschisolido contravened subsections 21(3) and 20(1) of the Code with respect to a new liability exceeding $10,000 by failing to file a statement of material change within 60 days after the change's occurrence on November 22, 2016, and by failing to disclose the liability at the time of subsequent annual reviews, which he completed on August 25, 2017, and December 11, 2018. Disclosure of a change in marital status: Mr. Peschisolido's marriage At the time they prepare their disclosure to the Office, Members must make reasonable efforts to provide the same information regarding the private interests of the members of their family as is required for themselves. Consequently, a change in a Member's marital status necessarily results in changes to the information contained in the Member's Disclosure Statement filed under subsection 20(1) of the Code, namely the addition or the removal of information. A change in marital status therefore constitutes a material change as referred to in subsection 21(3), for which a statement must be filed with the Office within 60 days. Mr. Peschisolido failed to notify the Office of his change in marital status within 60 days after its occurrence on July 7, 2018, and again during his subsequent annual review, which he completed on December 11, 2018. Instead, he volunteered the information and provided a Disclosure Statement form with respect to his spouse on August 27, 2019, as part of his submissions for the purpose of this inquiry. Conclusion I have determined that Mr. Peschisolido contravened subsections 21(3) and 20(1) of the Code with respect to the change in his marital status that occurred on July 7, 2018, by failing to file a statement of material change within 60 days after the change and by failing to file a full statement of the private interests of the members of his family, including his spouse, at the time of the annual review he completed on December 11, 2018. Disclosure of changes to other private interests: the status of Peschisolido Law Corporation In his request for an inquiry under the Code, Mr. Kent alleged that Mr. Peschisolido may have failed to file a statement reporting a material change with respect to his law firm. This allegation was based on contradictory information appearing on the public record: on the one hand, it was reported in the media that the Law Society of British Columbia had taken over Mr. Peschisolido's practice and that he was no longer a member of the Law Society, while, on the other hand, the Member's Disclosure Summary on the Office's public registry continued to indicate that he was the sole shareholder, director, president and secretary of the corporation. In the course of the inquiry, it came to light that after Mr. Peschisolido himself had stopped practising law in 2015, Peschisolido Law Corporation continued to have open client files, though no activity appears to have been conducted on those files after November 2016. Mr. Peschisolido, having lost his ability to practise law, decided in May 2018 to hire a lawyer to close the remaining files and take the required action with respect to funds still in the law corporation's trust account. The work to wind up Mr. Peschisolido's practice was still in progress when the British Columbia Corporate Registry effected the administrative dissolution of Peschisolido Law Corporation on November 26, 2018. From that moment, Mr. Peschisolido was no longer the director, president and secretary of the corporation. Mr. Peschisolido claimed that his failure to disclose this change to the Office, either during his annual review, which he completed two weeks later, or by filing a statement of material change, even after the 60-day timeframe for doing so, was inadvertent and occurred because he was unaware of his corporation's dissolution since he had not received two letters to that effect from the Corporate Registry. While I accept that Mr. Peschisolido may not have known exactly when his law corporation was dissolved, I note that in January 2018, it was made clear to him in communications with the Law Society that the dissolution would occur if he did not take steps to prevent it. He also did not file an annual report with the Corporate Registry that year. At the time of his annual review, Mr. Peschisolido had every reason to enquire about the status of his corporation in order to ensure he provided a full, accurate statement of his private interests in accordance with section 20 of the Code. However, as he admitted during his interview, he did not take any deliberate action to verify the accuracy of the information he provided to the Office. I also note that Mr. Peschisolido closed Peschisolido Law Corporation's PST and GST accounts in the spring of 2019. Furthermore, at that time, he did not file an annual report with the Corporate Registry for the second year in a row, which under the province's Business Corporations Act would also have led to the corporation's dissolution. Consequently, in the months that followed his annual review of December 2018, Mr. Peschisolido should again have been prompted to verify the current status of his corporation in order to ensure his disclosure with the Office was up to date. Conclusion I have determined that Mr. Peschisolido contravened subsections 20(1) and 21(3) of the Code with respect to interests he no longer held in Peschisolido Law Corporation as a result of the corporation's dissolution on November 26, 2018, by failing to file an accurate statement of his private interests at the time of the annual review he completed on December 11, 2018, and by failing to file a statement of material change within 60 days after the change. Observations In the course of his testimony, Mr. Peschisolido mentioned that focussing on his role as a Member of Parliament had led him to neglect matters relating to his corporation, which in turn had resulted in his failure to make certain disclosures. This prompts me to emphasize how meeting all obligations under the Code, including those relating to disclosure, is in fact an integral part of a Member's role. Under the Code, it is incumbent upon Members to take the necessary steps to make accurate, complete and timely disclosure filings with the Office regarding their private interests. This obligation is ongoing: it applies not only during the initial compliance process and at subsequent annual reviews, but also in the intervening periods, where material changes may occur that affect the information contained in a Member's disclosure. As this inquiry has shown, Mr. Peschisolido chronically failed to take reasonable steps to prevent his non-compliance with the Code's disclosure obligations. He continually failed to meet a range of disclosure obligations with respect to three matters he was fully aware of—his shareholder's loan, his corporation's debt to the bank and his marital status—and a fourth matter he had ample opportunity to make himself aware of—the change in the status of his corporation. While I accept that Mr. Peschisolido's non-compliance may have been unintentional, I reject the notion that it occurred, even in part, through inadvertence or an error in judgement made in good faith. Where I conclude that a Member has contravened the Code and I find no mitigating circumstances, as was the case in this inquiry, I may recommend a sanction for the House to impose on the contravening Member. However, in the present case, given that Mr. Peschisolido is no longer a Member and therefore not subject to the rules governing Members of the House of Commons, issuing such a recommendation would serve no purpose.

Report on Prime Minister for seeking to influence the decision of the Attorney General of Canada on whether to intervene in a criminal matter. Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons or, as is the case with this examination, on his own initiative. When an examination is conducted on the Commissioner's own initiative, unless the examination is discontinued, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report and the report is made available to the public. Summary This report presents the findings of my examination under the Conflict of Interest Act (Act) of the conduct of the Right Honourable Justin Trudeau, Prime Minister of Canada. I sought to determine whether he used his position to seek to influence a decision of the Attorney General of Canada, the Honourable Jody Wilson-Raybould, relating to a criminal prosecution involving SNC-Lavalin, contrary to section 9 of the Act. Section 9 prohibits public office holders from using their position to seek to influence a decision of another person so as to further their own private interests or those of their relatives or friends, or to improperly further another person's private interests. SNC-Lavalin was charged in February 2015 with criminal offences that allegedly took place between 2001 and 2011. Under a remediation agreement, also called a deferred prosecution agreement, the criminal charges could be deferred or suspended. At the time, Canada did not have a regime to allow remediation agreements. In early 2016, SNC-Lavalin began lobbying officials with the current government to adopt a remediation agreement regime. Following public consultations, amendments to the Criminal Code allowing for such a regime were adopted as part of the 2018 federal budget. On September 4, 2018, the Director of Public Prosecutions informed the office of the Minister of Justice and Attorney General that she would not invite SNC-Lavalin to negotiate a possible remediation agreement. The Prime Minister's Office and the Minister of Finance's office were then informed of this decision by Ms. Wilson‑Raybould's office. Mr. Trudeau then directed his staff to find a solution that would safeguard SNC-Lavalin's business interests in Canada. The first step in my analysis was to determine whether Mr. Trudeau sought to influence the decision of the Attorney General as to whether she should intervene in a criminal prosecution involving SNC‑Lavalin following the decision of the Director of Public Prosecutions. The evidence showed there were many ways in which Mr. Trudeau, either directly or through the actions of those under his direction, sought to influence the Attorney General. Having reviewed several possible means of intervening in the matter, Ms. Wilson‑Raybould made it known in September that she would not intervene in the Director of Public Prosecutions' decision. Mr. Trudeau met with Ms. Wilson-Raybould on September 17, 2018, at which time she reiterated her decision to not intervene in the Director of Public Prosecutions' decision to not invite SNC-Lavalin to enter into a remediation agreement. She also expressed to Mr. Trudeau her concern of inappropriate attempts to interfere politically with the Attorney General in a criminal matter. Following this meeting, senior officials under the direction of Mr. Trudeau continued to engage both with SNC‑Lavalin's legal counsel and, separately, with Ms. Wilson-Raybould and her ministerial staff to influence her decision, even after SNC-Lavalin had filed an application for a judicial review of the Director of Public Prosecutions' decision. These attempts also included encouraging her to re‑examine the possibility of obtaining external advice from "someone like" a former Chief Justice of the Supreme Court. Unbeknownst to the Attorney General at that time, legal opinions from two former Supreme Court justices, retained by SNC-Lavalin, had been reviewed by the Prime Minister's Office and other ministerial offices. Meanwhile, both SNC-Lavalin and the Prime Minister's Office had approached the former Chief Justice of the Supreme Court to participate in the matter. The final attempt to influence Ms. Wilson-Raybould occurred during a conversation with the former Clerk of the Privy Council on December 19, 2018, as an appeal, on behalf of Mr. Trudeau, to impress upon her that a solution was needed to prevent the economic consequences of SNC-Lavalin not entering into negotiations for a remediation agreement. Simply seeking to influence the decision of another person is insufficient for there to be a contravention of section 9. The second step of the analysis was to determine whether Mr. Trudeau, through his actions and those of his staff, sought to improperly further the interests of SNC-Lavalin. The evidence showed that SNC-Lavalin had significant financial interests in deferring prosecution. These interests would likely have been furthered had Mr. Trudeau successfully influenced the Attorney General to intervene in the Director of Public Prosecutions' decision. The actions that sought to further these interests were improper since they were contrary to the Shawcross doctrine and the principles of prosecutorial independence and the rule of law. For these reasons, I found that Mr. Trudeau used his position of authority over Ms. Wilson‑Raybould to seek to influence, both directly and indirectly, her decision on whether she should overrule the Director of Public Prosecutions' decision not to invite SNC-Lavalin to enter into negotiations towards a remediation agreement. Therefore, I find that Mr. Trudeau contravened section 9 of the Act. Concerns and process Examination Request On February 8, 2019, I received an examination request from Mr. Charlie Angus, Member of Parliament for Timmins–James Bay, and from Mr. Nathan Cullen, Member of Parliament for Skeena–Bulkley Valley, raising concerns that the Right Honourable Justin Trudeau, Prime Minister of Canada, had contravened section 7 of the Conflict of Interest Act (Act). Their concerns were based on a February 7, 2019 Globe and Mail article alleging that officials in the Prime Minister's Office had pressured the Minister of Justice and Attorney General of Canada, the Honourable Jody Wilson‑Raybould[i], to instruct the Public Prosecution Service of Canada (Prosecution Service) to negotiate a remediation agreement with SNC-Lavalin[ii]. It was reported that the Prosecution Service had previously decided not to initiate such negotiations. Section 7 prohibits public office holders, in the exercise of an official power, duty or function, from giving preferential treatment to any person or organization based on the identity of the person or organization that represents the first-mentioned person or organization. On the basis of the information contained in the request, I was of the view that the grounds set out in the letter did not correspond to a possible contravention of section 7 of the Act. I found that Mr. Angus' and Mr. Cullen's request for an examination did not satisfy the requirements of the Act and, therefore, I could not initiate an examination on its basis. Nonetheless, in light of the information provided in the request, in addition to other publicly available information gathered by our Office, I had reason to believe that a possible contravention of section 9 had occurred and therefore commenced on February 8, 2019 an examination under subsection 45(1) of the Act. Section 9 prohibits a public office holder from using their position as a public office holder to seek to influence a decision of another person so as to further their own private interests or those of a relative or friend, or to improperly further another person's private interests. Production of Documents On February 8, 2019, I wrote to Mr. Trudeau to inform him that I was initiating an examination of his conduct. I informed Mr. Trudeau that the purpose of my examination was to determine whether he used his position to seek to influence the decision of Ms. Wilson-Raybould, in her capacity as Attorney General of Canada, so as to improperly further the private interests of SNC-Lavalin. I requested that Mr. Trudeau produce all relevant documents in the possession, custody or control of the Prime Minister's Office. Our Office received a first set of documents from Mr. Trudeau's legal counsel on March 29, 2019, as well as a written submission from Mr. Trudeau on May 2, 2019. I then interviewed Mr. Trudeau on May 3, 2019. We received a second set of documents from Mr. Trudeau's legal counsel, responsive to my original request, on June 27, 2019. On July 16, 2019, Mr. Trudeau's legal counsel made supplemental written submissions. I requested production of relevant documents from 13 witnesses. I received documentation from one additional witness without making a formal request. Between March 29, 2019, and July 5, 2019, our Office received documentation from 14 witnesses and conducted interviews with six of those witnesses (see Schedule: List of Witnesses). I also requested follow-up information, via sworn affidavit, from Mr. Trudeau and three witnesses. In keeping with the practice my predecessor had established, Mr. Trudeau was given an opportunity to review the transcript of his interview, excerpts of transcripts of interviews from the six witnesses interviewed and the relevant documentary evidence. On July 19, 2019, Mr. Trudeau was provided with an opportunity to comment on a draft of the factual portions of this report (Concerns and Process, Findings of Fact, and Mr. Trudeau's Position). Confidences of the Queen's Privy Council On February 25, 2019, the Governor in Council issued Order in Council 2019-0105, which authorizes Ms. Wilson-Raybould and "any persons who directly participated in discussions with her" in relation to the exercise of her authority under the Director of Public Prosecutions Act in respect of the prosecution of SNC-Lavalin to disclose to the Standing Committee on Justice and Human Rights and to our Office any confidences of the Queen's Privy Council of Canada contained in any information or communication that was "directly discussed with her" while she held the office of the Attorney General. During this examination, nine witnesses informed our Office that they had information they believed to be relevant, but that could not be disclosed because, according to them, this information would reveal a confidence of the Queen's Privy Council and would fall outside the scope of Order in Council 2019-0105. In order to gain access to as much relevant information as possible, on March 29, 2019, I instructed legal counsel in our Office to engage with counterparts in the Privy Council Office to request that witnesses be enabled to provide all of their evidence to our Office. Despite several weeks of discussions, the offices remained at an impasse over access to Cabinet confidences. On May 3, 2019, I raised the matter directly with the Prime Minister during his interview. Through legal counsel, Mr. Trudeau stated that he would consult with the Privy Council Office to see whether the Order in Council could be amended. On May 28, 2019, with the issue of access to Cabinet confidences unresolved, I wrote to the newly appointed Clerk of the Privy Council, Mr. Ian Shugart. I set out the concerns expressed by witnesses, noted above, and explained what I believe to be the legislative framework that, at least implicitly, authorizes our Office to access such information. I cited provisions of both the Conflict of Interest Act and the Parliament of Canada Act that prohibit me from revealing confidences of the Queen's Privy Council in the context of public declarations of recusal and our annual reports, respectively. I explained that I understood these prohibitions to mean that our Office would have prima facie access to this information. I then drew the analogy between these prohibitions and the restrictions on the disclosure of confidential information placed on me in the course of examinations, and why I would have similar access to and a similar prohibition on publishing Cabinet confidences in that context. In a letter dated June 13, 2019, the Clerk of the Privy Council declined my request for access to all Cabinet confidences in respect of this examination. Mr. Trudeau's legal counsel indicated that the decision on whether to expand the waiver was made by the Privy Council Office without the involvement of the Prime Minister or his office. Because of the decisions to deny our Office further access to Cabinet confidences, witnesses were constrained in their ability to provide all evidence. I was, therefore, prevented from looking over the entire body of evidence to determine its relevance to my examination. Decisions that affect my jurisdiction under the Act, by setting parameters on my ability to receive evidence, should be made transparently and democratically by Parliament, not by the very same public office holders who are subject to the regime I administer. I am convinced that if our Office is to remain truly independent and fulfill its purpose, I must have unfettered access to all information that could be relevant to the exercise of my mandate. I must be satisfied that decisions made by the most senior public office holders, including those discussed at Cabinet, are free from any conflicts of interest. In the present examination, I have gathered sufficient factual information to properly determine the matter on its merits. Because of my inability to access all Cabinet confidences related to the matter I must, however, report that I was unable to fully discharge the investigatory duties conferred upon me by the Act. Findings of Fact Background: Criminal Charges Brought Against SNC-Lavalin On February 19, 2015, SNC-Lavalin was charged with offences contrary to paragraph 3(1)(b) of the Corruption of Foreign Public Officials Act and subsection 380(1) of the Criminal Code for actions that are alleged to have taken place between 2001 and 2011. Under federal rules, a bribery and fraud conviction against SNC-Lavalin would bar the company from bidding on any federal contracts for 10 years and would allow federal authorities to cancel the company's current contracts. According to publicly available information, in May 2015, the Chief Executive Officer (CEO) of SNC-Lavalin stated that he had made efforts to seek a settlement with the previous government in order to avoid a lengthy criminal trial. However, the talks had reportedly stalled, and the company was waiting to see which party would form the next government before recommitting to its efforts to obtain a settlement. In December 2015, in order to prevent a suspension from bidding on federal government contracts, SNC-Lavalin signed an administrative agreement under the Government of Canada's Integrity Regime that was newly amended in July 2015. The administrative agreement allows the company to continue to contract with or supply the Government of Canada while awaiting the final disposition of federal charges. Mr. Trudeau and His Senior Advisor Meet with SNC-Lavalin Representatives in early 2016 The federal Registry of Lobbyists showed that the first contacts related to the issue of justice and law enforcement occurred in early February 2016, when SNC-Lavalin began lobbying several federal officials, including ministerial staff in the Prime Minister's Office, the offices of the ministers of Finance, International Trade, and Innovation, Science and Economic Development, as well as officials in the Privy Council Office and at Public Services and Procurement Canada, for the adoption of a remediation agreement regime. Also referred to as a deferred prosecution agreement, a remediation agreement allows prosecutors to negotiate with an organization accused of committing certain criminal offences with a view to deferring or suspending criminal charges instead of proceeding with a trial. Similar regimes are in place in France, Australia and the United Kingdom. Mr. Trudeau testified that he first heard of SNC-Lavalin's desire for the Government of Canada to adopt a remediation agreement regime when he and his Senior Advisor, Mr. Mathieu Bouchard, met with the company's CEO and other senior representatives in early 2016. According to Mr. Trudeau, during this meeting they discussed the company's legal issues, the reform efforts that SNC-Lavalin had undertaken and the impacts a criminal conviction would have on the company. Mr. Trudeau believed SNC-Lavalin also mentioned to him what other countries were doing with remediation agreements. Mr. Trudeau testified that he believed that if the company had indeed reformed itself, a criminal conviction would be an unfortunate loss for employees, as SNC-Lavalin is a significant employer across Canada, and that it would also be an unfortunate loss in terms of infrastructure projects in Canada. According to documentation received from the Privy Council Office, SNC-Lavalin had several contracts with the federal government, some of which would span several decades. These contracts included the Samuel De Champlain Bridge project, the Gordie Howe International Bridge project, Montreal's light rail project and numerous other federal undertakings worth hundreds of millions of dollars. In his written submission, Mr. Trudeau stated that he knew in general terms that SNC-Lavalin was a significant contractor with Canadian governments and that he was aware of some of the major government contracts in question, such as the Samuel De Champlain Bridge project and the light rail project in Montreal. Mr. Trudeau testified that, in early 2016, he had limited knowledge of remediation agreements. He instructed Mr. Bouchard to look into the concept and see what existed in other countries. He also said that as part of his instructions, he told Mr. Bouchard to pay attention to the SNC-Lavalin matter and identify existing levers that could lead to a positive outcome for everyone. With regard to roles within the Prime Minister's Office, Mr. Trudeau testified that the most senior staff in his office are, to varying degrees, authorized to interact with and make representations to ministers, ministerial staff and other stakeholders on his behalf. Although they do not have free rein to make important decisions unilaterally, once they have a sense of Mr. Trudeau's direction on a matter, they are tasked with the day-to-day operations on a given file in accordance with their specific areas of specialization. Mr. Bouchard testified that he was given latitude on files and that it was his understanding that, when he was engaging with ministers and their staff, he was doing so on behalf of the Prime Minister. Mr. Trudeau said he would have received updates as issues arose and that he would have assumed that Mr. Bouchard was continuing the work that had been tasked to him. However, according to Mr. Trudeau, SNC-Lavalin's legal issues were not a matter that would have merited his continued close attention. 2016-2017: Departmental Meetings and Public Consultations on a Remediation Agreement Regime Mr. Bouchard testified that beginning in 2016, he started seeking information on remediation agreements from other ministerial and departmental staff. He also testified that the Prime Minister's Office asked the Privy Council Office to organize internal meetings with ministerial staff and departmental officials from the Department of Finance Canada, Public Services and Procurement Canada, the Department of Justice Canada, Innovation, Science and Economic Development Canada, and Global Affairs Canada (International Trade Diversification), in order to discuss the concept of a regime as well as SNC-Lavalin's legal issues. According to Mr. Bouchard, these meetings resulted in a consensus from participants that the federal government would run a public consultation on the possibility of adopting a remediation agreement regime in Canada. Led by Public Services and Procurement Canada with the support of the Department of Justice Canada, public consultations on the Government of Canada's tools dealing with corporate wrongdoing were held from September 25 to November 17, 2017. Discussion papers were accepted until December 8, 2017. As part of the consultations, possible enhancements to the government's Integrity Regime and the adoption of a remediation agreement regime in Canada were also discussed. The Minister of Finance's Office's Discussions with SNC-Lavalin Following the consultations, documents submitted by SNC-Lavalin showed that the company's representatives continued to advocate for the adoption of a remediation agreement regime. The Minister of Finance, the Honourable Bill Morneau, met with Mr. Neil Bruce, CEO of SNC‑Lavalin, on January 23, 2018, while in Davos, Switzerland, during the World Economic Forum Annual Meeting. According to SNC-Lavalin, during their meeting, which had been requested by SNC-Lavalin representatives, Mr. Bruce updated Mr. Morneau and his Director of Policy, Mr. Justin To, on the company's challenges, opportunities and strategies for growth. In his written submission, Mr. To recalled a conversation regarding Mr. Morneau's meeting with Mr. Bruce. According to Mr. To, Mr. Morneau generally noted SNC-Lavalin's view that the government should proceed with the implementation of a remediation agreement regime, as consultations on the issue were completed in 2017. Mr. Bruce described potential negative economic impacts if SNC-Lavalin were unable to reach a remediation agreement. Mr. Morneau testified that while he did not recall what was discussed, he believes that the company's desire for a remediation agreement regime would have been raised with him at this time. On February 2, 2018, Mr. To met with Mr. Bruce and other SNC-Lavalin representatives in Ottawa as a follow-up to their meeting in Davos, Switzerland. The company presented Mr. To with a confidential discussion document outlining reasons in support of a remediation agreement regime and the company's request for timely implementation of a regime via the federal budget. According to the document, this strategy would increase the likelihood of a settlement of the company's pending criminal charges, of the company maintaining its head office in Canada for the foreseeable future and of an increase in its workforce. Mr. To stated that he did not share the document with the Prime Minister's Office nor did he discuss his February 2, 2018 meeting with them. Inclusion of the Provisions Creating the Regime in the Budget Implementation Act, 2018, No. 1 On February 22, 2018, the Government of Canada published the results of the public consultations, which stated that "[t]he majority of participants supported having a Canadian DPA [deferred prosecution agreement] regime, as they were of the view that DPAs could be a useful additional tool for prosecutors to use at their discretion in appropriate circumstances to address corporate criminal wrongdoing." Five days later, on February 27, 2018, amendments to the Criminal Code allowing remediation agreements were announced in Budget 2018. They were subsequently inserted into an omnibus budget bill (C-74). Several witnesses interviewed were of the view that non-fiscal items are typically included in a federal budget bill to expedite passage through Parliament. Mr. Trudeau and other witnesses testified that items included in a budget bill stem from discussions between the Prime Minister and the Minister of Finance, and discussions between the Prime Minister's Office and the Minister of Finance's office. In this case, given that amendments to the Criminal Code would be included in the budget bill, Mr. Trudeau stated that Ms. Wilson‑Raybould likely would have been involved in the discussions as well. According to Mr. Trudeau, SNC-Lavalin was a timely example of a company with a significant number of employees in Canada, that had engaged in alleged wrongdoing under previous management, and that was now trying to reform. A remediation agreement regime offered a way through for SNC-Lavalin, as had been the case for other large engineering firms in Europe which had benefited from this type of regime. Ms. Wilson-Raybould testified that it was her understanding that the need to create a regime was primarily because of SNC-Lavalin. Given the importance of the amendments to the Criminal Code, she expressed concern that the process, including the public consultations and the amendments, had been rushed in order to include them in the 2018 federal budget bill. As a result, she made the decision not to lead the memorandum to Cabinet regarding the amendments to the Criminal Code and not to speak publicly or before parliamentary committees about the regime. On March 27, 2018, the government tabled budget implementation Bill C-74, which included amendments to the Criminal Code for the establishment of a remediation agreement regime. As set out in section 715.31 of the Criminal Code, one of the purposes of the regime is "to reduce the negative consequences of the wrongdoing for persons—employees, customers, pensioners and others—who did not engage in the wrongdoing, while holding responsible those individuals who did engage in that wrongdoing." The regime also provides, under subsection 715.32(1), conditions that must be met in order for the prosecutor to enter into negotiations for a remediation agreement with an alleged wrongdoer, as well as public-interest factors to consider in determining whether such negotiations are appropriate. If an organization is alleged to have committed an offence under section 3 or 4 of the Corruption of Foreign Public Officials Act, the Director of Public Prosecutions must not consider the national economic interest, the potential effect on foreign relations, or the identity of the organization or individual involved. Bill C-74 was reviewed in its entirety by the House of Commons Standing Committee on Finance and by several Senate committees. On June 21, 2018, Bill C-74 received Royal Assent. The Criminal Code provisions would come into force 90 days later, on September 19, 2018. When asked if SNC-Lavalin representatives were involved in the legislative process that culminated in the amendments to the Criminal Code, Mr. Trudeau testified that while he assumed SNC-Lavalin would have been involved in the consultations that led up to the Criminal Code amendments, decisions relating to legislation are a matter for Cabinet and government, and not for private companies. The Minister of Finance's Office Seeks an Update on SNC-Lavalin In mid-August 2018, Mr. Ben Chin, Chief of Staff to the Minister of Finance, contacted Ms. Jessica Prince, Chief of Staff to the Minister of Justice and Attorney General, to discuss SNC‑Lavalin. According to Ms. Prince's notes of the discussion, Mr. Chin stated that he had been speaking with SNC-Lavalin, and that the company's perception was that the process of negotiating a remediation agreement was taking too long. Mr. Chin asked whether anything could be done to expedite the process. In his written submission, Mr. Chin stated that he did not recall what led him to make this inquiry. In a follow-up email, Ms. Prince informed Mr. Chin that a senior official with the Public Prosecution Service of Canada (Prosecution Service) had previously informed staff within the office of the Minister of Justice and Attorney General that they could not seek an update from the Prosecution Service. Ms. Prince wrote that since the Prosecution Service is statutorily independent of government, simply asking for a status update could be perceived as, and may be, improper political interference. Ms. Prince also pointed to the relevant provisions setting out the prosecutor's role in a remediation agreement regime, and the factors that could or could not be considered when making a decision. The same day, Mr. Chin forwarded Ms. Prince's email to Mr. Morneau and Mr. To. Mr. Morneau testified that he did not recall reading the email. Ms. Wilson-Raybould testified that Ms. Prince informed her of her discussion with Mr. Chin. Ms. Wilson-Raybould also testified that she could not recall any other time during her three-year tenure as Attorney General when another Minister's office had contacted her office to inquire about a specific prosecution. The Director of Public Prosecutions' Decision Relating to SNC-Lavalin On September 4, 2018, the Prosecution Service informed SNC-Lavalin that Ms. Kathleen Roussell, Director of Public Prosecutions, had decided that a remediation agreement would be inappropriate in its case. The same day, Ms. Wilson-Raybould's office was also informed of the Director of Public Prosecutions' decision via a written memorandum provided under section 13 of the Director of Public Prosecutions Act. Under this provision, the Director of Public Prosecutions has a duty "to inform the Attorney General in a timely manner of any prosecution, or intervention that the Director intends to make, that raises important questions of general interest." Ms. Emma Carver, a ministerial advisor in Ms. Wilson-Raybould's office, forwarded the section 13 memorandum to senior staff in the Prime Minister's Office and the Minister of Finance's office, and added that there was not much that could be done if the independent prosecutor decided that a remediation agreement was not appropriate. Ms. Carver added that the Attorney General could issue a directive to prosecutors, but that this was something the Attorney General would not do since no Attorney General had ever issued a directive in a specific case. In response, Mr. To stated to Mr. Bouchard and Mr. Elder Marques, Senior Advisor in the Prime Minister's Office, that while they could take no action and hope for the best, if SNC-Lavalin decided to move their headquarters to the United Kingdom, it might be more painful to deal with in the future than now. In his written submission, Mr. To stated that his response was meant to express that the Director of Public Prosecutions' decision could have a negative impact, and that their respective departments needed to be prepared to deal with the impact in public, as well as in stakeholder communications and relations. Mr. Marques testified that before joining the Prime Minister's Office in September 2017 he was generally aware of the SNC-Lavalin matter and that he assisted Mr. Bouchard on the SNC‑Lavalin file when he joined the Prime Minister's Office. Mr. Trudeau testified that while he does not specifically recall when he was informed of the Director of Public Prosecutions' decision, he would have been apprised of the development as it was relevant to him and his government, since Cabinet had passed remediation agreement measures as a way of helping with situations such as the one facing SNC-Lavalin. Mr. Trudeau's General Direction Following the Director of Public Prosecutions' Decision Mr. Trudeau testified that the Director of Public Prosecutions' decision was of concern to him as there had been a hope that the new remediation agreement tool, which the government had adopted, would have provided a path forward to hold SNC-Lavalin accountable for its prior wrongdoing without leading to many job losses. In his written submission, Mr. Trudeau stated that he and his staff were puzzled by this development because, in his mind, SNC-Lavalin was precisely the kind of candidate for which the remediation agreement regime was designed: one that had taken significant steps to reform itself and whose conviction would harm many people who had not been involved in the wrongdoing. He recalled being concerned that the impact of the Director of Public Prosecutions' decision would extend beyond the case of SNC-Lavalin, and that it might be treated as a precedent for the decision to offer or not offer the opportunity to negotiate a remediation agreement in other cases. Mr. Trudeau testified that after being informed by his staff of the Director of Public Prosecutions' decision, he asked his staff for existing options to move the file forward. He recalled that he was told by his staff that the Prosecution Service is independent, that the Attorney General is the only person who can issue directives to proceed in the matter, and that there is no specific time limit on the Attorney General intervening. He also testified that, at the time, he would have told his staff that it was important that Ms. Wilson-Raybould take into account the potentially negative consequences on Canadians as she made a determination whether or not to intervene in the matter. Mr. Trudeau testified that while he asked to be kept informed of the situation, as this was an issue that could potentially affect thousands of jobs, it was not a matter for which he would have expected daily updates. At that time, other matters of national importance were largely occupying his time. He testified that he expected that his staff would continue their work. The Attorney General Assesses the Information and Makes a Decision Ms. Wilson-Raybould testified that she typically received anywhere from two to eight section 13 memoranda from the Director of Public Prosecutions each month. When she received the Director's memorandum concerning SNC-Lavalin on September 4, 2018, and read it, Ms. Wilson‑Raybould said that she conducted due diligence as she would have with any other section 13 memorandum that came into her office. Ms. Wilson-Raybould testified that given the importance and inclination that had been shown towards the adoption of a remediation agreement regime and given Mr. Morneau's staff's earlier inquiry into obtaining an update from the Prosecution Service on the matter, Ms. Wilson‑Raybould knew that there was heightened awareness and a desire for a decision from the Director of Public Prosecutions in this case. Ms. Wilson-Raybould testified that she knew that if she agreed with the Director of Public Prosecutions' September 4, 2018 decision, this would result in significant challenges for people within the government who had sought to have the remediation agreement regime in place, and that the decision would be scrutinized by the Prime Minister's Office. As a result, Ms. Wilson-Raybould explained that she sought to be entirely confident in her decision not to take any action. To do so, Ms. Wilson-Raybould testified that she had her Chief of Staff engage with her ministerial staff and with departmental officials. Ms. Wilson-Raybould further stated that she herself also had several discussions with her staff and with her Deputy Minister, sought advice from several former attorneys general and had discussions with an external agent, Mr. Grégoire Webber, employed with her ministerial office. Ms. Wilson-Raybould testified that she also benefited from memoranda drafted by her office and her department. A first memorandum was prepared on September 5, 2018, by Ms. Carver and Mr. Webber at the request of Mr. Marques. The note focused on the prosecutorial independence of the Attorney General, the remediation agreement regime, the Director of Public Prosecutions' decision not to negotiate with SNC-Lavalin, and political considerations regarding an intervention from the Attorney General. The memorandum also quoted from the leading Supreme Court of Canada decision on prosecutorial independence, stating that "prosecutorial decisions must be made in a nonpartisan and objective manner that is independent from the political pressures of the government and protected from the influence of improper political and other vitiating factors." The memorandum also set out the Attorney General's role with regard to the Director of Public Prosecutions. Under the Director of Public Prosecutions Act, the Attorney General is empowered to issue directives to the Director of Public Prosecutions in respect of prosecutions generally or in respect of specific prosecutions. In addition, the Attorney General has the power to assume the conduct of prosecutions. Ms. Wilson-Raybould testified that her staff originally drafted the memorandum to ensure that the Prime Minister's Office understood the nature of the relationship between the Attorney General and the Director of Public Prosecutions. Mr. Marques testified that he discussed the memorandum with Ms. Wilson‑Raybould's staff and said that he would have briefed Mr. Trudeau on the principles included in the memorandum, such as the authority of the Attorney General to issue directives, and what it would mean for the Attorney General to issue a directive. He said he also would have described to Mr. Trudeau some of the political considerations that were raised, such as the fact that an Attorney General had never issued a directive on a specific prosecution. Mr. Marques said that since the Director of Public Prosecutions had rendered a decision that entailed certain consequences, he sought to ensure that Mr. Trudeau understood the matter. Ms. Wilson-Raybould also received an opinion entitled "The power to issue directives and to assume the conduct of proceedings," which was prepared by the Department of Justice Canada and submitted in a draft form to Ms. Wilson-Raybould's chief of staff on September 8, 2018. Ms. Nathalie Drouin, Deputy Minister of Justice and Deputy Attorney General of Canada, testified that her office is not kept informed of communications between the Director of Public Prosecutions and the Attorney General relating to a particular prosecution matter, and could only recall one other instance in which Ms. Wilson-Raybould's office requested assistance from the Deputy Minister's office regarding a section 13 memorandum. The opinion outlined the Attorney General's responsibilities in relation to prosecutions: that her decisions must be made independently of Cabinet and of any political considerations, that policy considerations may be weighed in making decisions on criminal prosecutions, and that she may choose to consult members of Cabinet at a general level on policy considerations, but decisions related to the conduct of individual prosecutions must be hers alone and not the result of a Cabinet decision-making process. The opinion also indicated that the Attorney General is entitled to receive information from the Director of Public Prosecutions in order to understand a decision with respect to a remediation agreement in a specific case. The document stated that the Attorney General could undertake to seek external advice with respect to the exercise of their powers under the Director of Public Prosecutions Act. According to the opinion, Ms. Wilson-Raybould could engage someone outside the Office of the Director of Public Prosecutions to assess the case and advise her as to whether the conditions for a remediation agreement were met. The suggestion to seek external advice was discussed among Ms. Wilson‑Raybould's senior staff who, according to documentary evidence, had concerns about the mechanics of seeking external advice on a prosecutorial matter. Ms. Drouin testified that it was she who first proposed the idea. Ms. Drouin said that when she was Deputy Attorney General of Quebec, a decision of the provincial Director of Criminal and Penal Prosecutions had been publicly challenged and the Attorney General of Quebec had been called upon to act. Ms. Drouin had suggested to the Attorney General of Quebec that she strike a panel of experts who could offer her recommendations on the matter. In an email exchange with Ms. Drouin, Ms. Wilson-Raybould's staff requested further clarification and information from the Deputy Minister, as they believed the suggested option to be unprecedented. They asked Ms. Drouin whether an Attorney General had ever sought external advice, and what mechanisms were in place to allow for an outside person to access the confidential information relating to a prosecution. Ms. Drouin testified that in response to queries from Ms. Wilson-Raybould's staff, she submitted a supplementary note on September 10, 2018. Ms. Drouin's supplementary note provided that, to the Department's knowledge, an Attorney General had never sought external advice on a prosecutorial decision. It was also stated that an external review of a Prosecution Service file would be unprecedented and that there was no guidance or established format available. Ms. Drouin's supplementary note also outlined a suggested course of action, which involved, as a first step, informal discussions with the Prosecution Service to identify their concerns or considerations that would need to be accommodated in carrying out an external review. According to the note, the Prosecution Service and the Royal Canadian Mounted Police (RCMP) would likely have significant concerns regarding the protection of sources, investigative methods, and the disclosure of information that might harm future prosecution of the alleged offence. As such, it would require a third party who could be trusted to safeguard information of a sensitive nature. If necessary, the Attorney General could issue a directive that instructed the Prosecution Service to provide the external person with sufficient information with which to determine that the public interest criteria had been properly weighed. According to documents submitted by Ms. Prince, they did not receive written supplemental information from the Deputy Minister on the suggestion to seek external advice. However, documentary evidence indicated that Ms. Wilson-Raybould and her staff had discussed the idea with Ms. Drouin. During their discussion with Ms. Drouin, other possible interventions were explored, such as the Deputy Minister informally reaching out to the Director of Public Prosecutions. However, according to Ms. Prince's notes of the discussions, Ms. Wilson-Raybould and her senior staff had concerns that any intervention might be perceived to be political interference. According to Ms. Drouin's March 6, 2019 testimony before the Standing Committee on Justice and Human Rights, on September 11, 2018, Ms. Wilson-Raybould's senior staff member informed her that the Attorney General did not intend to intervene in the SNC-Lavalin matter. Ms. Wilson-Raybould testified in her interview that she felt confident in her decision not to take any action. According to Mr. Trudeau, his office was also informed of Ms. Wilson-Raybould's decision not to intervene. In his written submission, Mr. Trudeau stated that he and his staff were perplexed by the Attorney General's apparent position. Mr. Trudeau hoped to understand her position and if possible resolve the difference of views. Mr. Trudeau stated that whatever Ms. Wilson-Raybould would decide, his concern was whether this decision could be explained to others in government and to the affected Canadian public. Discussions Between Ministerial Offices and with SNC-Lavalin Representatives Documentary evidence shows that as a result of the Director of Public Prosecutions' September 4, 2018 decision, senior staff in Mr. Morneau's office and senior staff in the Prime Minister's Office contacted Ms. Wilson-Raybould's staff to discuss options and to find out what, if anything, could be done in the SNC-Lavalin matter. Mr. Morneau testified that he was extremely surprised and shocked by the Director of Public Prosecutions' decision, as it had been his expectation that the new regime made sense for SNC‑Lavalin's circumstances. When he heard the news, he immediately assumed that the company would be in jeopardy, either in the short or long term, and that as a result of a loss of business employees and pensioners would potentially lose their jobs and pensions respectively. In a conversation between Ms. Prince, Mr. Bouchard and Mr. Marques on September 16, 2018, Ms. Prince wrote that the two senior advisors to the Prime Minister voiced their concerns about the loss of many jobs and the context of the upcoming provincial election in Quebec if SNC-Lavalin did not receive a remediation agreement. During a September 19, 2018 discussion with Mr. Bouchard and Mr. Marques, Ms. Prince informed them that Ms. Wilson‑Raybould would be happy to speak with them on the matter. In their written submissions, both Mr. Bouchard and Mr. Marques stated that during their discussions with Ms. Prince, they emphasized that they did not want to cross any lines and that they were well aware of the importance of prosecutorial independence. Documentary evidence also shows that at the same time, the same individuals in the Prime Minister's Office and in the Minister of Finance's office who had raised concerns with Ms. Wilson-Raybould and her staff were also engaging in discussions with SNC-Lavalin representatives and their legal counsel to assist the company in finding solutions in order to initiate negotiations towards a remediation agreement. September 17, 2018 Pre-Brief Meeting Between Mr. Trudeau, his Senior Staff and the Clerk of the Privy Council On September 17, 2018, Mr. Trudeau had a scheduled meeting with Ms. Wilson‑Raybould, at her request, to discuss a topic unrelated to SNC-Lavalin. Before his meeting with Ms. Wilson-Raybould, Mr. Trudeau held a pre-brief meeting with Ms. Katie Telford, his Chief of Staff, Mr. Gerald Butts, his Principal Secretary, Mr. Bouchard and Mr. Michael Wernick, Clerk of the Privy Council. They discussed various issues that might be addressed during the meeting, including SNC-Lavalin. Mr. Trudeau testified that he was aware before this meeting that Ms. Wilson‑Raybould was not inclined to intervene in the Director of Public Prosecutions' decision. Mr. Wernick testified that the topic of SNC-Lavalin was to be discussed because the Budget Implementation Act, including the Criminal Code amendments that introduced a remediation agreement regime, would be coming into force in the final weeks of September. Mr. Wernick testified that they knew that as a publicly traded company, SNC-Lavalin would be required to disclose shortly the state of the criminal prosecution and that the Director of Public Prosecutions had decided against negotiating a remediation agreement. Mr. Bouchard testified that during this pre-brief meeting, the content of the September 5, 2018 memorandum drafted by Ms. Wilson-Raybould's staff, which outlined the legal and constitutional implications of interfering with a criminal prosecution, was presented to Mr. Trudeau. Mr. Bouchard stated that it was clear to Mr. Trudeau that he could not ask or direct the Attorney General, nor could he interfere in the matter. It was decided during the pre-brief that Mr. Trudeau would bring up the topic of SNC-Lavalin immediately upon beginning their meeting before moving on to other matters. September 17, 2018 Meeting Between Mr. Trudeau and Ms. Wilson-Raybould According to Ms. Wilson-Raybould's written account of her meeting with Mr. Trudeau and Mr. Wernick, Mr. Trudeau brought up SNC-Lavalin and asked her to help find a solution, stating that if the company did not benefit from a remediation agreement, it would move from Montreal and there would be many jobs lost. Ms. Wilson-Raybould explained to Mr. Trudeau the state of the law and what the Director of Public Prosecutions Act allowed her, as Attorney General, to do in respect of issuing directives or assuming conduct of prosecutions. She told Mr. Trudeau that she had received the section 13 memorandum earlier in the month, that she had considered the matter very closely and had done her due diligence, and that she had made the decision not to interfere with the Director of Public Prosecutions' decision. According to Ms. Wilson-Raybould, the Clerk of the Privy Council made the case for the need to have a remediation agreement with SNC-Lavalin, stating that there was an upcoming board meeting with shareholders and that the company would likely move to the United Kingdom. Mr. Wernick also brought up the fact that there was an impending election in Quebec. Mr. Trudeau also brought up the provincial election in Quebec and reminded her that he was a Member of Parliament in that province. Ms. Wilson-Raybould stated that she then asked Mr. Trudeau if he was politically interfering with her role and her decision as Attorney General, and that Mr. Trudeau responded that he was not, but that they needed to find a solution. When asked at his interview what kind of solution he was looking to Ms. Wilson‑Raybould to find, Mr. Trudeau testified that he had hoped that she would see that it was in the public interest to find a solution to the matter. Mr. Trudeau wanted to ensure that the Attorney General had properly explored all the tools at her disposal and had considered the potential negative economic consequences on SNC-Lavalin's employees in the form of job losses should the company be criminally prosecuted. Mr. Trudeau hoped Ms. Wilson‑Raybould would engage with the Director of Public Prosecutions, either through a formal mechanism such as a directive issued under the Director of Public Prosecutions Act, or in a less formal way to have the Director reconsider her original decision in light of the amendments to the Criminal Code authorizing remediation agreements. However, Mr. Trudeau testified that he knew throughout that it was Ms. Wilson‑Raybould's decision to make. In his written submission, Mr. Trudeau stated that he does not recall whether Mr. Wernick mentioned the fact that there was an upcoming provincial election in Quebec, or whether he appeared to agree with the Clerk of the Privy Council's comment. According to Mr. Trudeau, he was certainly cognizant of the value of avoiding doing something that could be perceived as disrupting a provincial election. Mr. Trudeau testified that he certainly would have mentioned that he was the Member of Parliament for Papineau, in Quebec. Mr. Trudeau explained that the mention of this role came from his understanding, in his early days as a Member, of the impact government decisions have on Canadians. Mr. Trudeau testified that he hoped Ms. Wilson‑Raybould would reflect on the economic consequences for Canadians, as well as the political consequences of job losses. Mr. Trudeau testified that he does not specifically recall Ms. Wilson‑Raybould asking him if he was politically interfering in the matter. He said that Ms. Wilson‑Raybould tended to view any form of engagement or advice by the Prime Minister's staff on decisions she had already made as "interference." In his March 6, 2019 appearance before the House of Commons Justice and Human Rights Committee, Mr. Wernick stated that while he did mention the provincial election in Quebec, it was not out of partisan considerations. Based on the company's upcoming public-disclosure obligations, Mr. Wernick was concerned that a federal issue could surface in the last two weeks of a rather heated provincial electoral campaign. According to Mr. Wernick, he sought to remind Mr. Trudeau and Ms. Wilson-Raybould about existing conventions which seek to prevent any federal government influence during provincial elections. Mr. Trudeau testified that he asked Ms. Wilson-Raybould to speak with her Deputy Minister and with Mr. Wernick—two public servants—as a way to remove any political considerations from the discussions. Ms. Wilson-Raybould undertook to do so. Mr. Trudeau took from this that Ms. Wilson-Raybould had not made a final decision on whether to intervene in the Director of Public Prosecutions' decision. According to Ms. Wilson‑Raybould, she told Mr. Trudeau that these conversations would not change her mind. In his written submission, Mr. Trudeau stated that he informed his staff that Ms. Wilson‑Raybould had agreed to revisit the matter and asked his staff to continue to try to understand her position and to express the concern about the impact of a conviction on Canadian stakeholders. Mr. Trudeau testified that he likely would have instructed Mr. Bouchard to keep an eye on the file and would have instructed Mr. Wernick to engage with the Deputy Minister of Justice to identify which pathways and conversations were permissible. In his written submission, Mr. Bouchard stated that Mr. Trudeau knew the requirement that the Attorney General alone was responsible for making the decisions as to whether to issue a directive, and that his instructions to Mr. Bouchard and to the others in the Prime Minister's Office always respected this requirement. Mr. Bouchard testified that he understood from Mr. Trudeau that the Prime Minister's Office was not to cross any lines while seeking solutions. September 18, 2018 Follow-Up Meeting Between Ms. Wilson-Raybould and Her Deputy Minister On September 18, 2018, Ms. Wilson-Raybould met with her senior staff and her Deputy Minister. She debriefed them on her discussion with Mr. Trudeau and told them that she undertook to speak again with her Deputy Minister and the Clerk of the Privy Council on the Director of Public Prosecutions' decision. According to notes of the meeting taken by Ms. Prince, Ms. Drouin asked Ms. Wilson‑Raybould whether she had sufficient information to stand behind the Director's section 13 memorandum and advised that gathering information would not be considered to be interference. According to Ms. Prince's notes, Ms. Drouin said that she believed the impact of not negotiating a remediation agreement with the company might be greater than what the Prosecution Service had considered. According to Ms. Prince's notes of the meeting, they again discussed the option of informally reaching out to the Director of Public Prosecutions. However, Ms. Wilson‑Raybould indicated being very uncomfortable with the idea. Ms. Drouin testified that Ms. Wilson‑Raybould, as Attorney General, was ultimately accountable before Parliament on her decision making and that, consequently, she had the responsibility to ensure that she had all of the necessary information to make a determination on whether or not to intervene. Ms. Drouin believed that, in this case, given that the remediation agreement regime was new and given that the potential impacts could affect innocent victims such as pensioners, Ms. Wilson‑Raybould could have benefited from receiving additional information. September 19, 2018 Follow-Up Meeting Between Ms. Wilson-Raybould and the Clerk of the Privy Council After having met with her Deputy Minister, Ms. Wilson-Raybould met with Mr. Wernick on September 19, 2018. According to notes of her discussion with the Clerk of the Privy Council, Ms. Wilson‑Raybould stated that Mr. Wernick brought up what had been raised during their September 17, 2018 discussion with Mr. Trudeau, specifically that there would be job losses should SNC-Lavalin not receive a remediation agreement. Mr. Wernick also sought to contextualize the earlier comments about the Quebec election and the Prime Minister being a Member of Parliament in the Montreal area. According to Ms. Wilson‑Raybould's notes, Mr. Wernick stated that SNC-Lavalin was going back and forth with the Director of Public Prosecutions, and again referenced the company's upcoming shareholder meeting. Mr. Wernick testified that he sought to understand Ms. Wilson‑Raybould's reasoning on the matter given that a remediation agreement was a legitimate option for the Attorney General to consider. Both Ms. Wilson-Raybould and Mr. Wernick recalled that Ms. Wilson-Raybould said that the only option available to the company would be for it to write her a letter setting out their public interest arguments, which she could in turn submit to the Director of Public Prosecutions. Following the meeting, Mr. Wernick briefed a Privy Council official and staff in the Prime Minister's Office stating that Ms. Wilson-Raybould said that she would not intervene and that her decision was final. However, Mr. Wernick testified that, according to his understanding of the law, her decision could not be final, as it was always possible for the Attorney General to receive new facts or considerations. Ms. Wilson-Raybould briefed her staff on her discussion with the Clerk of the Privy Council. According to Ms. Drouin's March 6, 2019 testimony before the House of Commons Standing Committee on Human rights and Justice, Ms. Wilson-Raybould informed Ms. Drouin at that meeting that it would be the last time they would speak about SNC-Lavalin. September 19, 2018 Interaction Between Mr. Morneau and Ms. Wilson-Raybould After several interactions dating back to August 14, 2018, between her Chief of Staff and Mr. Morneau's senior staff concerning SNC-Lavalin, Ms. Wilson-Raybould contacted Mr. Morneau and asked to speak to him directly. On September 19, 2018, the two spoke briefly in a public area near the Commons Chamber before Question Period. According to both accounts of the discussion, Ms. Wilson‑Raybould brought up her concerns about Mr. Morneau's staff repeatedly speaking to her staff about SNC-Lavalin and said that it was inappropriate. She told Mr. Morneau that his staff needed to stop contacting her office on the matter and that they were undermining the fundamental tenets of democracy and prosecutorial independence. Mr. Morneau testified that he responded by relaying the significant economic impact that could result from the Director of Public Prosecutions' decision to not pursue a remediation agreement with SNC-Lavalin and reiterated the appropriateness and importance of interdepartmental communications. Both parties indicated that because of their apparent differences over the fundamental issue, the conversation lasted only a few minutes. In his written submission, Mr. Chin stated that following Mr. Morneau's discussion with Ms. Wilson-Raybould, he did not have any other discussions about SNC-Lavalin with Ms. Wilson‑Raybould's staff after September 20, 2018. Mr. Morneau testified that as Minister of Finance, it is his responsibility to consider the economic impacts of government decisions. He said he expected that as a Cabinet colleague, Ms. Wilson-Raybould would have requested information relating to the consequences for the company, its employees and its pensioners. Mr. Morneau testified that while it may or may not have been useful for Ms. Wilson-Raybould to have this information, she had, in his view, a responsibility to at least consider those economic impacts. As a result, Mr. Morneau did not believe Ms. Wilson‑Raybould had conducted her due diligence in this matter. When asked if he, or his office, had undertaken a study or analysis of the economic impacts of the Director of Public Prosecutions' decision, Mr. Morneau testified that none had been conducted. As a former CEO of a business, Mr. Morneau said that he was very aware of the business context in which a project-based organization like SNC-Lavalin was operating, and that for a company that relies on government contracts, a criminal conviction would almost certainly lead to a loss of employment and jeopardize the funding of pension plans. SNC-Lavalin Representatives Meet with Government Officials to Discuss Further Submissions to the Prosecution Service The Criminal Code stipulates that in relation to the remediation agreement regime, the Director of Public Prosecutions may enter negotiations if it is in the public interest and appropriate in the circumstances. According to documentary evidence, legal counsel for SNC-Lavalin were officially informed on October 9, 2018, that an invitation to negotiate a remediation agreement was not appropriate in this case. Documentary evidence also showed that the company believed the Director of Public Prosecutions had not considered the public interest in her September 4, 2018 decision. From mid-September to early October 2018, SNC-Lavalin representatives met with government officials in the Privy Council Office and the Department of Finance to discuss submitting to the Prosecution Service public-interest considerations in support of a remediation agreement. In a September 18, 2018 meeting with Mr. Wernick and another official with the Privy Council Office, Mr. Bruce and another SNC-Lavalin representative discussed the consequences of the Director of Public Prosecutions' decision not to enter into remediation agreement negotiations with the company, and the potential harm that decision could have on the public interest. Mr. Wernick recalled that SNC-Lavalin representatives told them that the company would have to contemplate drastic action if it were convicted and faced a 10-year ban on federal contracts. According to notes from the meeting, Mr. Wernick informed Mr. Bruce that there was room for the company to continue its dialogue with the Prosecution Service and to submit public-interest considerations. Mr. Wernick testified that before his meeting, his staff would have briefed him on this avenue. Mr. Wernick testified that he briefed Mr. Marques on his September 18, 2018 meeting with Mr. Bruce. Mr. Bruce and his staff held several discussions with the Deputy Minister of Finance, his Chief of Staff, and an Assistant Deputy Minister of Finance on public-interest considerations. According to SNC-Lavalin, the company presented a draft PowerPoint document it had prepared on public-interest considerations that would be submitted to the Prosecution Service. The parties reviewed the presentation and officials with the Department of Finance suggested possible additional factors relevant to the public interest. The PowerPoint presentation also outlined a "Plan B" as a potential result of not being invited to negotiate a remediation agreement, which involved the creation of two SNC-Lavalin sourced companies. One would consist of a trio of possibly convicted entities carrying on reduced business operations in Canada or heading towards an eventual wind-up. The other group would be made up of parts of the SNC-Lavalin Group that had no role in the wrongful behaviour and would be reconstituted and headquartered in another jurisdiction. During this time, Mr. Bruce also met with Mr. Morneau and Mr. Chin, at the minister's request. Mr. Morneau testified that he did not recall whether Mr. Bruce asked that he or anyone in his office take any actions on SNC-Lavalin's behalf. He said that his role during this period would have been to listen and understand Mr. Bruce's concerns and the company's interests. According to Mr. Chin, he believed that SNC-Lavalin had planned to seek legal advice on the Director of Public Prosecutions' decision. Mr. Morneau also testified that, since SNC-Lavalin had not yet heard anything conclusive from the Director of Public Prosecutions, the company was in the process of making arrangements for its legal counsel to meet directly with the Director of Public Prosecutions. SNC-Lavalin Issues a Press Release on the Director of Public Prosecutions' Decision On October 10, 2018, as part of the disclosure requirements incumbent upon publicly traded companies, SNC-Lavalin issued a press release informing the public that the Director of Public Prosecutions had decided not to enter negotiations with the company. SNC-Lavalin also stated in its press release that the company disagreed with the decision and was reviewing its options to appeal. A copy of the press release was forwarded from SNC-Lavalin to a number of officials in the Prime Minister's Office. On October 11, 2018, SNC-Lavalin forwarded to the Prime Minister's Office a research piece entitled "SNC: Thanks for Nothing, DPPSC." The document noted that the value of SNC‑Lavalin's share price had dropped 14% following the public disclosure the day before and included details on key financial metrics, as well as a recommendation for investors. On October 15, 2018, Mr. Wernick spoke to Mr. Kevin Lynch, Chairman of SNC-Lavalin. According to SNC-Lavalin, during this conversation, Mr. Lynch reiterated the key messages and concerns expressed in the October 10 press release, as well as the frustration of having been given no reasons as to why the company was not asked to enter into remediation agreement discussions, and asked Mr. Wernick for any advice. Mr. Wernick offered no views on ways forward other than through the judicial process. Mr. Wernick's testimony corroborated SNC-Lavalin's version of the conversation. Mr. Brison Reaches Out to Ms. Wilson-Raybould On or around October 14, 2018, Mr. Scott Brison, President of the Treasury Board, was speaking with Mr. Lynch and Mr. Robert Prichard, legal counsel for SNC-Lavalin, on an unrelated matter. Mr. Brison recalled that during the conversation, Mr. Lynch and Mr. Prichard explained SNC‑Lavalin's position with respect to remediation agreements. It was Mr. Brison's understanding that in their efforts to secure a remediation agreement, SNC-Lavalin's representatives were also approaching other Cabinet ministers at that time. Mr. Brison stated that he believed the company's concerns appeared sensible. Following his discussion with Mr. Lynch and Mr. Prichard, he contacted Ms. Wilson-Raybould that same day to bring the company's concerns to her attention. Mr. Brison stated that it was clear to him during his brief discussion with Ms. Wilson-Raybould that she had reached a conclusion on the matter. According to Mr. Brison, Ms. Wilson-Raybould stated that she could not interfere in the prosecution of SNC-Lavalin. As a result, Mr. Brison did not press the issue further with Ms. Wilson‑Raybould and had no further discussions with her regarding SNC-Lavalin. Seeking External Advice On October 12, 2018, Mr. Wernick received the opinion entitled "The power to issue directives and to assume the conduct of proceedings" prepared by the Department of Justice for Ms. Wilson-Raybould and given to her Chief of Staff on September 8, 2018. On October 18, 2018, Mr. Bouchard contacted Ms. Prince to discuss the opinion, which he received from the Privy Council Office. According to Ms. Prince, Mr. Bouchard asked that Ms. Wilson‑Raybould look at the option of seeking external advice with respect to the exercise of her powers under the Director of Public Prosecutions Act. In their written submissions, both Mr. Marques and Mr. Bouchard indicated that since the remediation agreement regime was brand new, they felt that obtaining external advice would be of assistance to the Attorney General. Mr. Bouchard also testified that he believed that since the Deputy Minister of Justice had proposed the idea, they considered it to be a legitimate proposal. In his testimony, Mr. Bouchard acknowledged that while Ms. Prince had shown an openness to exploring the idea, neither Ms. Wilson-Raybould nor her staff had ever told him that she required external advice. In Mr. Marques' written submission, he stated that since the government was dealing with a new regime, receiving external advice was thought at the time to be a prudent, legitimate and helpful way for the Attorney General to inform herself of the public-interest considerations at play, and about how she should approach the decision-making process. In his interview, Mr. Marques testified that there was no indication that Ms. Wilson-Raybould had not factored in public-interest considerations. SNC-Lavalin Files a Notice of Application for Judicial Review On October 19, 2018, SNC-Lavalin filed an application for a judicial review of the Director of Public Prosecutions' decision not to initiate negotiations for a remediation agreement with the company. The request for a judicial review cited the consequences that criminal legal proceedings would have on its employees, suppliers, pensioners and stakeholders, in the absence of an invitation to negotiate. Ms. Prince received an email from the Department of Justice informing her of the company's application for a judicial review and forwarded the information to Mr. Bouchard. On October 23, 2018, Mr. Bouchard and Mr. Marques met with senior officials in the Privy Council Office to discuss the SNC-Lavalin matter. According to Mr. Bouchard's notes of the meeting, they discussed whether there was still a way to address the issue given the pending judicial review. It was a shared belief that SNC-Lavalin's application for judicial review made it difficult for the Attorney General to intervene. Mr. Marques' testimony also supported this narrative. SNC-Lavalin and the Caisse de dépôt et placement du Québec Mr. Bouchard's notes from the same October 23, 2018 meeting with senior officials of the Privy Council Office show that they also discussed SNC-Lavalin's board of directors' potential plan to move the corporate headquarters but the Caisse de dépôt et placement du Québec (Caisse de dépôt) would not let that happen. According to an article published April 29, 2017, in Le Devoir entitled "La Caisse de dépôt avait ses exigences" ["The Caisse de dépôt had its own requirements"], SNC-Lavalin had acquired a British engineering firm with a loan from the Caisse de dépôt. As a condition for receiving the financing, it was reported that the Caisse de dépôt had required that SNC-Lavalin maintain its headquarters and strategic decision making in Montreal for the next seven years (i.e., until 2024) and that the President and CEO of the company reside in Quebec. In his sworn affidavit, Mr. Bouchard wrote that he had spoken with Mr. Michael Sabia, CEO of the Caisse de dépôt, about SNC-Lavalin on or around October 23, 2018. According to Mr. Bouchard, although he was not aware of the terms of the agreement between SNC-Lavalin and the Caisse de dépôt, he understood from his conversation with Mr. Sabia that the Caisse de dépôt was working to ensure that no relocation would occur. Mr. Bouchard attested that a relocation was one of many concerns the Prime Minister's Office had about SNC-Lavalin, including that it could be the subject of a hostile takeover, that other companies would start making offers on the most profitable divisions or projects of the company, or that the company would enter into a "butterfly transaction" to move only its most profitable assets into a new company. Mr. Bouchard also attested that he believed that SNC‑Lavalin would take whatever measures it could to preserve its business. Mr. Bouchard attested that he did not brief Mr. Trudeau on his conversation with Mr. Sabia, nor did he or anyone in the Prime Minister's Office inform Ms. Wilson-Raybould. In his sworn affidavit, Mr. Trudeau wrote that he was not aware of SNC-Lavalin's prior acquisition of the British engineering firm, nor was he aware of the terms of the agreement between SNC-Lavalin and the Caisse de dépôt. Mr. Trudeau attested that he believed SNC-Lavalin could take steps to reduce its business presence in Canada to anticipate or respond to the criminal proceedings or their consequences. According to a draft memorandum to the Prime Minister prepared by the Privy Council Office in March 2018, SNC-Lavalin had informed the government in February 2018 that it had a "Plan B" if the government failed to enact legislation to address corporate wrongdoing with the introduction of a remediation agreement regime. The memorandum also made note of SNC‑Lavalin's acquisition of the British engineering firm and the terms of the reported agreement with the Caisse de dépôt. The memorandum concluded that it remained unclear, therefore, what SNC-Lavalin's "Plan B" entailed. In his sworn affidavit, Mr. Wernick stated that the memorandum was never finalized and therefore never provided to Mr. Trudeau. Further Contact Between the Prime Minister's Office and the Attorney General On October 26, 2018, Ms. Prince spoke with a senior official with the Department of Justice's litigation unit. Ms. Prince was informed that a lawyer with the Privy Council Office had asked whether the Attorney General could intervene in the judicial review proceedings to ask the court for an expedited hearing. According to Ms. Prince, the Department of Justice official explained that, procedurally, this could not be done since the Prosecution Service is the delegated representative of the Attorney General. Later that day, Ms. Prince spoke to Mr. Bouchard about SNC-Lavalin. According to Ms. Prince's summary of her conversation, she told Mr. Bouchard that she had expected that the judicial review would have put an end to discussions of a possible intervention by the Attorney General in the matter. In response to Mr. Bouchard's inquiry of whether the Attorney General could intervene in the judicial review proceedings, Ms. Prince repeated the points presented to her in her earlier conversation with the official from the Department of Justice's litigation unit. She also outlined her understanding of the procedural irregularity of the Attorney General's standing to intervene in a matter involving the Prosecution Service. Mr. Bouchard's notes of the meeting are consistent with this narrative. Ms. Prince's notes mentioned Mr. Bouchard's comment that it was fine if the Attorney General was uncomfortable intervening, but that the Prime Minister's Office did not want to close any doors on the matter. Both accounts indicated that Ms. Wilson-Raybould was very uncomfortable intervening in the matter, and that Ms. Wilson-Raybould was concerned that an intervention in the Director of Public Prosecutions' decision relating to SNC-Lavalin may set a precedent to intervene in another high-profile criminal matter that was before the courts at that time. Ms. Prince's notes reflected the fact that Mr. Bouchard had nonetheless expressed an interest in revisiting the option of seeking external advice that was outlined in the Department of Justice's September 8, 2018 opinion. Ms. Prince's notes also indicated that Mr. Bouchard had raised the possibility of SNC-Lavalin's relocation in conjunction with the upcoming federal election. According to her notes, Mr. Bouchard stated that "we can have the best policy in the world, but we need to be re-elected." In his written submission, Mr. Bouchard wrote that it would not have been unusual for him to have referenced the importance of SNC-Lavalin to the province of Quebec and the idea that if the government had not done everything it could legitimately do to prevent job losses, it would face public criticism. Mr. Bouchard's responsibility, as Senior Advisor to the Prime Minister, was to provide political advice which took into account political consequences of government decisions, particularly those that would affect Quebec. Mr. Bouchard testified that he did not brief Mr. Trudeau about this conversation. Mr. Trudeau testified that layoffs have the potential to affect an election as there is a delicate intersection between policy and politics, and that if there are more layoffs than jobs created, it would have real consequences on a government's ability to serve. SNC-Lavalin's Increased Communications with Government Officials and Staff in the Prime Minister's Office The documentary evidence shows that beginning in November 2018, legal counsel for SNC-Lavalin and representatives of the company began to increase their communications with government officials and staff in the Prime Minister's Office with a view to finding solutions to override the Director of Public Prosecutions' decision. According to the documentary evidence, discussions centred on the company's request for a judicial review and the future of the company in light of the denial of a remediation agreement. According to notes of the meetings and summaries from SNC-Lavalin, staff in the Prime Minister's Office were told that the company's board of directors was close to escalating measures in respect of their "Plan B." SNC-Lavalin Shares its Legal Opinions with Government Officials and Staff With a view to assisting the company with its desire for a remediation agreement, SNC‑Lavalin's legal counsel prepared two legal opinions which were subsequently shared with government officials, ministers, ministerial staff and staff in the Prime Minister's Office. According to SNC-Lavalin, its legal counsel, former Supreme Court Justice Frank Iacobucci, prepared a legal opinion that was to be shared with the Minister of Justice and Attorney General. It outlined the legitimacy for her to intervene in criminal matters seized by the Prosecution Service. Mr. Iacobucci's legal opinion was shared with Mr. Brison in a November 2, 2018 email from Mr. Prichard. In the email, Mr. Prichard wrote: "We are also considering other ways to make it easier for the Minister to engage and reverse the [Director of Public Prosecutions'] decision. In the end, however, it will take a deliberate decision from the center […]." Mr. Brison forwarded the email and attachments to senior advisors in the Prime Minister's Office. Mr. Brison stated that a number of his Cabinet colleagues also received the legal analysis prepared by SNC-Lavalin's legal counsel. On November 1, 2018, Mr. Iacobucci requested an opinion from former Supreme Court Justice John Major, on whether the failure of the Director of Public Prosecutions to provide reasons for her refusal to invite SNC-Lavalin was unlawful and whether the refusal itself was unlawful. Mr. Major's opinion was submitted on November 13, 2018. According to documentary evidence, an SNC-Lavalin representative hand-delivered a copy of Mr. Major's opinion to Mr. Morneau's chief of staff and to senior advisors in the Prime Minister's Office. Ms. Wilson-Raybould testified that she did not see Mr. Iacobucci's or Mr. Major's opinions, nor was she made aware of their content. When given a description of each opinion, Mr. Trudeau testified that, although he had not seen either opinion, the content sounded familiar, and that it was consistent with his general understanding of how the file progressed. Mr. Morneau and Mr. Brison Meet with Mr. Lynch While in Beijing, China At the request of an SNC-Lavalin representative, Mr. Morneau and Mr. Brison each had a meeting with Mr. Lynch while they were in Beijing, China, attending a conference in mid‑November 2018. According to both Mr. Morneau and Mr. Brison, it was a brief discussion during which Mr. Lynch described the company's ongoing concerns about the Director of Public Prosecutions' decision and their position that a remediation agreement would be appropriate. According to SNC-Lavalin, the discussion also focused on the idea of whether third-party legal experts could provide information to assist in understanding the appropriateness of remediation agreements. Mr. Morneau testified that, during their discussion, Mr. Lynch may have brought up the idea of having the Right Honourable Beverley McLachlin, former Chief Justice of the Supreme Court, act as a third-party expert. SNC-Lavalin's Request for a Meeting with Mr. Trudeau On October 15, 2018, Mr. Bruce wrote to Mr. Trudeau to request a meeting with him to discuss the Director of Public Prosecutions' decision not to invite the company to negotiate a remediation agreement. On November 20, 2018, the Privy Council Office prepared a memorandum for Mr. Trudeau in response to that letter. In the memorandum, the Privy Council Office recommended that Mr. Trudeau not meet with Mr. Bruce or any other representative from SNC-Lavalin to discuss the case in order to avoid public perception of political interference in a matter that was, at that time, before the courts. It was recommended that Mr. Trudeau forward the letter to the Attorney General for reply. The memorandum also made note of legal opinions prepared by the Department of Justice and by the Privy Council Office which confirmed the authority of the Attorney General to issue directives in relation to a specific prosecution or assume control of a prosecution. The memorandum outlined that doing either in this instance would draw attention as these provisions had not been used since the Director of Public Prosecutions Act came into force in 2006. A proposed letter responding to Mr. Bruce was included with the memorandum. The letter advised Mr. Bruce that Mr. Trudeau would be bringing his letter to the attention of the Minister of Justice and Attorney General. Mr. Trudeau signed the memorandum and letter on December 6, 2018. On December 14, 2018, Ms. Wilson-Raybould responded to Mr. Trudeau's letter, which forwarded to her attention Mr. Bruce's October 15, 2018 letter. In her letter, Ms. Wilson‑Raybould reminded Mr. Trudeau that as the matters raised in Mr. Bruce's letter were before the courts, it would be inappropriate for her to comment on the letter's content. Ms. Wilson‑Raybould also reminded Mr. Trudeau that the Prosecution Service, which was responsible for making decisions relating to remediation agreements, was independent of her office. November 22, 2018 Meeting Between Ms. Wilson-Raybould and Staff from the Prime Minister's Office According to documentary evidence, Mr. Bouchard met with Ms. Telford and Mr. Butts on November 18, 2018, to brief them on the SNC-Lavalin matter. Mr. Bouchard testified that they told him to accept Ms. Wilson-Raybould's invitation, which had been extended in September 2018, to discuss SNC-Lavalin directly with her. Ms. Wilson-Raybould met with Mr. Bouchard and Mr. Marques on November 22, 2018. According to Ms. Wilson-Raybould's notes of the meeting, she explained the relevant sections of the Director of Public Prosecutions Act and that prosecutorial independence was a constitutional principle. She also went through the section 13 memorandum and told Mr. Bouchard and Mr. Marques that they were politically interfering. Mr. Bouchard and Mr. Marques told her that if she was not sure in her decision that they could have an eminent person or panel, like Ms. McLachlin, advise her on possible options. Ms. Wilson-Raybould testified that she asked Mr. Bouchard and Mr. Marques what this person or panel could offer in terms of advice. According to Ms. Wilson-Raybould, she did not receive an answer to her question. In his written submission, Mr. Marques stated that the purpose of the meeting was to discuss the Department of Justice's September 8, 2018 opinion and for him and Mr. Bouchard to communicate their information about the concern around public interest considerations. Mr. Marques testified that he viewed it as his responsibility to inform Ms. Wilson-Raybould of the potential consequences for the company of not negotiating a remediation agreement, in order for her to be informed in her decision making. Mr. Bouchard and Mr. Marques both testified that Ms. Wilson-Raybould was open to hearing options available to her and that at no time before or during the meeting, did she say that they were politically interfering, that she had made a decision or that they should not be discussing the matter with her. Mr. Bouchard testified that he was mindful during his discussion with Ms. Wilson‑Raybould to communicate to her that, in suggesting an external person or panel, they were looking for a process that would allow a conversation to take place rather than for a particular outcome. Mr. Marques testified that Ms. Wilson‑Raybould said that many people had raised different considerations with her. In light of that, Mr. Marques suggested that using external advice could be helpful to her. In his written submission, Mr. Bouchard recalled that early in the meeting, Ms. Wilson‑Raybould indicated that she could speak to Ms. McLachlin. However, Mr. Bouchard wrote that at the end of the meeting, Ms. Wilson‑Raybould was not inclined to seek an external advisor. She suggested the company write her a letter setting out their public-interest concerns, which she could provide to the Director of Public Prosecutions. Mr. Marques testified that it was his impression that while Ms. Wilson‑Raybould was not inclined to receive external advice, she remained open to the idea. Following his meeting with Ms. Wilson‑Raybould, Mr. Bouchard informed an SNC-Lavalin representative that the Attorney General would not intervene in the matter, but could receive a letter from the company and pass it on to the Director of Public Prosecutions. Mr. Marques testified that following the meeting, he briefed Mr. Butts and Ms. Telford on his discussion with Ms. Wilson-Raybould. In his written submission, Mr. Trudeau stated that he was not briefed on his staff's meeting with Ms. Wilson-Raybould. Mr. Trudeau Meets with Mr. Iacobucci On November 26, 2018, Mr. Iacobucci met with Mr. Trudeau on a matter unrelated to SNC‑Lavalin. A memorandum for the Prime Minister, drafted by the Privy Council Office in preparation for Mr. Trudeau's meeting, mentioned that if Mr. Iacobucci raised the SNC-Lavalin file with him during their meeting, "it [was] strongly recommended that [Mr. Trudeau] not discuss this issue with Justice Iacobucci as the matter [was] being actively prosecuted by the Public Prosecution Service of Canada before the Courts." There was no evidence that the SNC-Lavalin matter was discussed. Discussions Between the Prime Minister's Office and SNC-Lavalin Regarding Ms. McLachlin Assisting in the Matter According to SNC-Lavalin, on November 27, 2018, Mr. Bouchard and Mr. Marques met with Mr. Prichard to discuss, among other things, the two legal opinions prepared by Mr. Iacobucci and Mr. Major. According to SNC-Lavalin, Mr. Prichard proposed a settlement of the judicial review application by SNC-Lavalin, indicating that the company would settle the action in return for the government's adoption of a process that would lead to an invitation to negotiate a remediation agreement. Various other settlement mechanisms, some of which were suggested by Mr. Bouchard, were discussed. Mr. Bouchard testified that he was merely sharing possible legal ideas he thought might be useful to the company. Mr. Trudeau testified that he was not made aware of the settlement strategies discussed between SNC-Lavalin and his senior advisors. Both SNC-Lavalin's summary and Mr. Bouchard's handwritten notes of the meeting indicated that the idea of engaging Ms. McLachlin to approach Ms. Wilson-Raybould had been revisited. Mr. Bouchard noted that Mr. Iacobucci had reached out to Ms. McLachlin and provided her with the file for review, and that Ms. McLachlin had responded that she would meet with Ms. Wilson-Raybould. Mr. Bouchard also noted a proposal suggested by SNC-Lavalin: Ms. McLachlin would be asked to preside over a settlement conference between the Director of Public Prosecutions and SNC-Lavalin over the ongoing legal matters, and the Government of Canada could appoint Ms. McLachlin to support the negotiation of the remediation agreement. Following their meeting, Mr. Bouchard informed Mr. Prichard by email that he and Mr. Marques had briefed Ms. Telford. Mr. Bouchard testified that they informed Ms. Telford of the idea of having a mediator. Mr. Trudeau testified that he had not heard of the idea of Ms. McLachlin acting as a mediator. December 5, 2018 Pre-Brief Meeting Between Mr. Butts, Mr. Bouchard and Mr. Marques On December 5, 2018, Ms. Wilson-Raybould and Mr. Butts had a scheduled dinner meeting. According to Ms. Wilson-Raybould, she had requested the meeting to discuss several issues, one of them being SNC-Lavalin. In preparation for his meeting with Ms. Wilson-Raybould, Mr. Butts requested a briefing on SNC-Lavalin from Mr. Marques and Mr. Bouchard. Mr. Bouchard testified that they discussed the September 8, 2018 opinion produced by the Department of Justice, which outlined the independence of the Attorney General and possible solutions. Mr. Marques and Mr. Bouchard also told Mr. Butts about the idea of having Ms. McLachlin provide Ms. Wilson-Raybould with advice on the matter. According to Mr. Bouchard, Mr. Butts said that he would raise the idea with Ms. Wilson‑Raybould during his dinner. According to Mr. Marques, Mr. Butts asked him to reach out to Ms. McLachlin to inquire whether she would be interested in that mandate. Further Discussions Between PMO and SNC-Lavalin on Ms. McLachlin's Involvement Before Mr. Butts and Ms. Wilson-Raybould's dinner meeting later that evening, Mr. Prichard and Mr. Iacobucci requested a telephone conversation with Mr. Bouchard and Mr. Marques to obtain an update in preparation for the company's board of directors meeting the following day. According to SNC-Lavalin, Mr. Bouchard and Mr. Marques indicated that someone in the Prime Minister's Office intended to raise with Ms. Wilson-Raybould the notion of Ms. McLachlin's possible involvement as a mediator in the matter. Mr. Bouchard's testimony supported SNC-Lavalin's summary of the discussion. According to Mr. Bouchard's notes of that conversation, Ms. McLachlin had expressed to Mr. Iacobucci some reservations about her possible involvement. She was no longer a lawyer and could not offer legal advice. She would also require a proper briefing. Mr. Bouchard also noted that Ms. McLachlin would need to be invited by the Attorney General; Ms. McLachlin did not want to be retained by the Government of Canada. December 5, 2018 Dinner Meeting Between Mr. Butts and Ms. Wilson-Raybould According to her notes of her discussion with Mr. Butts, Ms. Wilson‑Raybould told Mr. Butts that discussions about SNC-Lavalin needed to stop as she had made up her mind in September, and that the engagements were inappropriate. Mr. Butts told her that they needed to find a solution. She referenced the preliminary inquiry and judicial review that were currently underway. She told Mr. Butts that she had given the Clerk of the Privy Council the only appropriate solution a few months prior, which was that the company write her a letter that she would forward to the Director of Public Prosecutions, an idea that was not taken up by the company. In his written submission, Mr. Butts stated that at no time did Ms. Wilson‑Raybould suggest to him that the behaviour of any member of his staff was inappropriate. Mr. Butts raised the idea that was included in the September 8, 2018 opinion from the Department of Justice, that the Attorney General could consider receiving an independent opinion from "someone" like Ms. McLachlin. Mr. Butts also stated that he did not tell Ms. Wilson-Raybould that a solution needed to be found. According to Mr. Butts, he questioned why Ms. Wilson-Raybould felt it would not be in the interest of public policy to receive independent expert advice on a new law that had never been applied before. Following Mr. Butts and Ms. Wilson-Raybould's dinner meeting, an SNC-Lavalin representative texted Mr. Bouchard and asked for an update ahead of the company's board of directors meeting. Mr. Bouchard replied that more time was needed but that the door remained open. Mr. Bouchard testified that Mr. Butts had briefed him on his discussion with Ms. Wilson‑Raybould. Mr. Trudeau testified that he was not briefed on Mr. Butts' discussion with Ms. Wilson‑Raybould. Mr. Trudeau's understanding of seeking external legal advice was to work through what seemed to be an overly rigid perspective on prosecutorial independence. According to Mr. Trudeau, one of the sticking points was whether Ms. Wilson-Raybould was opposed, in principle and theoretically, to prosecution-specific directives. Having someone respected like Ms. McLachlin would help Ms. Wilson-Raybould understand that what she was being asked to do or what it was being suggested she do was not wrong for an Attorney General. Mr. Trudeau said that he knew Ms. Wilson-Raybould would not be pleased with the continued engagement from others, asking that she revisit her decision, or to reflect on the matters at hand. However, Mr. Trudeau believed that these engagements were appropriate. Mr. Trudeau testified that the end goal was to prevent layoffs. He was hopeful his staff would continue to look for a path that would prevent this, all the while ensuring that the means were legal, moral, ethical and responsible. December 18, 2018, Meeting Between Ms. Wilson-Raybould's Chief of Staff and Mr. Trudeau's Senior Staff On December 18, 2018, Ms. Prince received an email from a staff member with the Prime Minister's Office requesting an urgent meeting with Mr. Butts and Ms. Telford. According to Ms. Prince's notes of the meeting, Ms. Telford asked her why Ms. Wilson‑Raybould had not done anything to advance the SNC-Lavalin matter. Ms. Prince explained what Ms. Wilson-Raybould had done thus far to ensure that due diligence was followed and that all options to intervene legitimately had been exhausted. Ms. Prince also wrote that she explained the legal parameters of the remediation agreement regime to Ms. Telford and Mr. Butts, who had expressed their position (based on Mr. Bouchard's and Mr. Marques' opinions) that options were still available for Ms. Wilson‑Raybould. Mr. Butts explained to Ms. Prince that the government had set up the remediation agreement regime to allow SNC‑Lavalin to benefit from this tool, which is used in many other countries. Ms. Prince recounted that Mr. Butts emphasized possible job losses if nothing happened, that the company was at risk of being taken over and that the headquarters, located in Montreal, could move out of Canada. He referenced a shareholder or board meeting which was to take place in February 2019, as well as the upcoming federal election. In her written submission, Ms. Telford stated the purpose of discussing SNC-Lavalin with Ms. Prince was to get a better understanding of the status of the matter and understand Ms. Wilson‑Raybould's position and approach on the issue, which she had undertaken to review. They discussed the Attorney General's consideration of whether she would obtain advice about what next steps, if any, could be possible. Ms. Telford stated that they discussed the benefits of receiving independent, outside advice. According to Ms. Telford, the idea was to ensure that a decision made by the Attorney General was sufficiently supported and that it was defensible in Cabinet, in caucus, in the House of Commons and to Canadians, who would be affected by the decision, whichever way the decision went. In his written submission, Mr. Butts stated that in his role as Principal Secretary, he believed it was appropriate due diligence to seek external expert advice on the matter. Based on his dinner conversation with Ms. Wilson-Raybould, Mr. Butts stated that he did not feel he had a satisfactory understanding from her on the reason she did not want to seek outside, independent advice. It was Mr. Butts' understanding of the law that discussing the matter with Ms. Prince was normal and acceptable, and he thought that Ms. Prince believed the same. Mr. Butts stated that Ms. Prince repeated Ms. Wilson-Raybould's concerns about the perception of political interference and not actual interference. According to Mr. Butts, Ms. Prince did not indicate that the perception of political interference was enough to create any legal concern. It is his understanding that Ms. Prince had an obligation as a lawyer to inform him if she felt that the conversation was approaching or crossing the line, which she did not. Following the meeting, Ms. Prince recounted the details of her conversation to Ms. Wilson‑Raybould in a series of text messages. December 19, 2018 Meeting with Mr. Trudeau, His Senior Staff and the Clerk of the Privy Council On December 19, 2018, Mr. Trudeau met with Ms. Telford, Mr. Butts and Mr. Wernick for their weekly meeting during which the Prime Minister was briefed on ongoing matters. Mr. Wernick testified that they discussed issues that might arise in January 2019, and SNC-Lavalin was one of them. Mr. Trudeau said that one of the challenges they were facing with the SNC-Lavalin matter was the Attorney General's view of political interference, which, according to Mr. Trudeau, Ms. Wilson-Raybould viewed askance. Mr. Trudeau testified that since his staff had been unsuccessful in engaging with Ms. Wilson-Raybould, he asked Mr. Wernick to speak with her about the public interest concerns. Mr. Trudeau believed that having the engagement of the public service would remove any political considerations which Ms. Wilson-Raybould viewed as political interference. Mr. Trudeau testified that he trusted Mr. Wernick to present Ms. Wilson‑Raybould with independent arguments based on the public good. December 19, 2018 Telephone Call Between Ms. Wilson-Raybould and the Clerk of the Privy Council Mr. Wernick telephoned Ms. Wilson-Raybould that evening. According to the transcript of the discussion, which was made public, Mr. Wernick told Ms. Wilson-Raybould that "the Prime Minister wants to be able to say that he has tried everything he can within the legitimate toolbox, so he is quite determined, quite firm, but he wants to know why the DPA route which Parliament provided for isn't being used. I think he's going to find a way to get it done, one way or another. So he's in that kind of a mood, and I want you to be aware of it." When asked whether Mr. Wernick's view of the situation was accurate, Mr. Trudeau testified that he does not know what led Mr. Wernick to communicate that message to Ms. Wilson-Raybould, nor does he recall ever making such stark statements to the Clerk of the Privy Council. In his written submission, Mr. Trudeau stated that he did not direct or ask Mr. Wernick to speak in those terms, and he certainly did not intend to threaten Ms. Wilson-Raybould. Having read the transcript, Mr. Trudeau said that it is his perspective that Mr. Wernick was trying to arrive at a solution with Ms. Wilson-Raybould. Mr. Trudeau said that whether it was from a resolution through the court case, an intervention from the Attorney General, or from having Ms. McLachlin convince the Attorney General that it would be acceptable for her to re-examine the matter, he was hopeful that the outcome would be the saving of jobs. Mr. Wernick testified that he did not recall Mr. Trudeau asking him to telephone Ms. Wilson‑Raybould. He said that he decided himself to call her to discuss several issues, one of them being SNC-Lavalin. According to Mr. Wernick, the ongoing concern of Mr. Trudeau's staff was that Ms. Wilson-Raybould had not taken into account all of the information when she made her decision in September. His recollection of the discussions was that her decision could not have been final at that time, as an intervention from the Attorney General could be possible until the company's conviction or acquittal. According to Mr. Wernick, there had been an evolution of the facts since September 2018. It was his understanding that it was always appropriate to raise new facts that were relevant to public interest considerations. He said his purpose for speaking to Ms. Wilson‑Raybould about SNC-Lavalin was to understand her decision-making process, her rationale, and whether she had done her due diligence. Mr. Wernick stated that he had no view of what the outcome should be. According to Mr. Wernick, Mr. Trudeau was concerned the government would be held accountable if SNC-Lavalin were criminally convicted and faced a 10-year ban on federal contracts, which could result in the sale or divestiture of the company. Mr. Wernick said that Mr. Trudeau wanted to have a good explanation or rationale for not proceeding with a remediation agreement when the regime had been added to the Criminal Code. He imparted to Ms. Wilson-Raybould Mr. Trudeau's frustration with the matter. According to Mr. Wernick, Mr. Trudeau's concern was, however, not for a particular outcome. Following his discussion with Ms. Wilson-Raybould, Mr. Wernick said that he briefed Mr. Butts and recalled that he would have told him that Ms. Wilson-Raybould was still adamant about her decision. In his sworn affidavit, Mr. Butts stated that Mr. Wernick briefly mentioned that his conversation with Ms. Wilson-Raybould did not go well. Mr. Trudeau testified that he was not briefed on the December 19, 2018 telephone call nor would he have expected to have been, unless there had been a change of direction in the matter. End of December 2018 and Early 2019 Ms. Wilson-Raybould testified that following her discussion with Mr. Wernick she did not have any discussions with Mr. Trudeau or anyone in the Prime Minister's Office until January 7, 2019. On January 14, 2019, the Honourable David Lametti, was appointed Minister of Justice and Attorney General of Canada. Mr. Trudeau testified that he did not have any discussions about SNC-Lavalin with Mr. Lametti before or following his appointment as Minister of Justice and Attorney General. Mr. Bouchard testified that while at a Cabinet retreat from January 16 to 18, 2019, he and Mr. Marques briefed Mr. Lametti and his chief of staff on a range of issues that were of immediate concern. SNC-Lavalin was one of those issues. According to Mr. Bouchard, Mr. Lametti told them that he had not yet been briefed on the matter. As a result, they did not get into any details of the file. Documentary evidence shows that senior staff in the Prime Minister's Office continued to have discussions with SNC-Lavalin's legal counsel on next steps and possible solutions until the allegations that Ms. Wilson-Raybould had been pressured on the matter were made public on February 7, 2019. Mr. Trudeau's Position Mr. Trudeau's Written Submission Received May 2, 2019 Mr. Trudeau wrote, through his legal counsel, that he did not use his position as a public office holder to seek to influence the Attorney General's decision about the prosecution of SNC‑Lavalin, and especially not to improperly further the private interests of SNC-Lavalin. Mr. Trudeau wrote that he was concerned that Ms. Wilson-Raybould seemed to have ruled out directing the Director of Public Prosecutions to enter into negotiations for a remediation agreement with SNC‑Lavalin, something he regarded as potentially appropriate and in the public interest. Mr. Trudeau wrote that he did not understand Ms. Wilson-Raybould's perspective on the issue. He added that he was concerned about the consequences to Canadians of a conviction of SNC‑Lavalin, especially on uninvolved stakeholders of the company such as its employees, shareholders, pensioners, customers and suppliers. He wrote that he was also concerned that whatever decision was made be one that could be explained and justified to the Canadians it would affect. Mr. Trudeau believed that these were entirely proper concerns for him as Prime Minister and as a Member of Parliament. Mr. Trudeau wrote that, at the same time, he always recognized and respected the fact that the decision about whether or not to issue a directive about the SNC-Lavalin prosecution was the Attorney General's to make. He added that he was not aware until the Globe and Mail's story on February 7, 2019, that there was any suggestion that the Attorney General regarded contacts between him or his staff and Ms. Wilson-Raybould as legally or constitutionally improper. Mr. Trudeau wrote that he had only one direct communication with Ms. Wilson‑Raybould and very limited discussions with his staff about the matter. Mr. Trudeau explained in his response letter that his overall aim was to consult with the Attorney General to ensure that the option of negotiating a remediation agreement with SNC-Lavalin was properly considered. He stated that he did so not for any reason connected to the private interests of SNC-Lavalin, but to safeguard the public interest. Written Submission Received from Mr. Trudeau's Legal Counsel on July 16, 2019 After having been provided with the relevant evidence I had considered, Mr. Trudeau's legal counsel submitted a very detailed brief, which outlined their views on these materials. I will summarize their position, below. Mr. Trudeau's legal counsel stated that his relationship with Ms. Wilson‑Raybould had become challenging and tense. Mr. Trudeau was concerned with the significant friction between Ms. Wilson‑Raybould and the Prime Minister's Office, and the friction between her and her Cabinet colleagues. Mr. Trudeau's counsel cited a past example of Ms. Wilson‑Raybould refusing to share information with Cabinet as part of a recommendation to Cabinet. To them, this was an example of how Ms. Wilson-Raybould felt that cooperation or collaboration with Mr. Trudeau's office and the rest of Cabinet was not something that she was required to do or even should do. Mr. Trudeau's legal counsel submitted that SNC-Lavalin was not the driving force behind the introduction of remediation agreements. Canada's peer countries have remediation agreement regimes. The industry as a whole had an interest in adopting a remediation agreement regime, so that companies that did business internationally would operate under a single set of rules. The discussion about remediation agreements in Canada preceded his government. Finally, when the regime was being studied and introduced, the Prime Minister's Office did not lead the efforts. Rather, it was a collective endeavour by many ministries and departments. Mr. Trudeau's legal counsel also wrote that Ms. Wilson-Raybould's anger at being moved from the office of the Minister of Justice and Attorney General coloured her perception of prior events. Mr. Trudeau reiterated that, at no time during the relevant period under examination, did Ms. Wilson-Raybould express her view that the contact between his staff and her was improper. Even if she did object, her objections were never reported back to him. If Ms. Wilson‑Raybould felt that a line had been crossed, she should have complained to Mr. Trudeau or, failing that, resigned. Mr. Trudeau's legal counsel further submitted that Ms. Wilson-Raybould failed in her duty, as Attorney General, to acquaint herself with all the relevant facts. Rather than making a meaningful independent decision of her own, Ms. Wilson-Raybould reflexively deferred to the Director of Public Prosecutions' decision. In that regard, Mr. Trudeau's legal counsel pointed to concerns expressed by Ms. Drouin that more time and reflection were required in order to assess the information at hand and to seek additional information to better inform Ms. Wilson‑Raybould's view. Mr. Trudeau also pointed out that any consultations Ms. Wilson‑Raybould had done were to confirm a decision she had already made. Mr. Trudeau's counsel submitted that, in sum, Ms. Wilson-Raybould's decision-making process was inadequate and infected by legal misunderstanding and political motivation. In addition to his views on the evidence gathered, Mr. Trudeau's legal counsel submitted several legal arguments in support of his position. First, Mr. Trudeau's counsel submitted that the Attorney General, as the superintendent of prosecutions, is responsible for considering the public interest in pursuing any prosecution. As a member of Cabinet, the Attorney General is able to receive input from Cabinet colleagues about their responsibilities, including on criminal prosecutions, provided that the Attorney General does not receive direction on a matter from Cabinet. In counsel's estimation, this is consistent with the constitutional convention of prosecutorial independence. Second, Mr. Trudeau's counsel argued that the exclusion under the Criminal Code for considerations of "national economic interest" is not intended to apply to non-culpable stakeholders, including employees, pensioners and shareholders who did not participate in any of the alleged wrongdoing. Therefore, the concern about potential loss of jobs could be legitimately considered in the Attorney General's evaluation of public-interest considerations. Third, Mr. Trudeau's counsel argued that even if his ministerial staff and the Clerk of the Privy Council act on behalf of the Prime Minister when engaging with other ministers or their representatives, Mr. Trudeau cannot be vicariously liable for the actions of his staff since, according to counsel, liability under the Act is personal and based on subjective intent. Mr. Trudeau cannot be found to be in contravention of the Act where direction to his staff is not wrongful, but staff members implement it in a way that runs afoul of a substantive rule. Mr. Trudeau's legal counsel submitted that he did not contravene section 9 because he did not attempt to influence Ms. Wilson-Raybould's decision. He only sought to understand her decision and to ensure that her process was sound and that the public interest was properly taken into account. Counsel for Mr. Trudeau also submitted that he did not advance partisan or private considerations during his discussion with Ms. Wilson-Raybould. His reference to being a Member of Parliament for Papineau was anchored in his experiences with his constituents and his understanding of the negative consequences of layoffs for communities. This was an attempt to convey to the Attorney General that real people and real communities would be affected by her decision. Finally, Mr. Trudeau's legal counsel submitted that at no time was his action motivated to further SNC-Lavalin's private interests; his concern was, at all times, with the public interest, with the potential impact of a conviction of SNC-Lavalin on its employees, pensioners and suppliers, and that those interests be properly taken into account in prosecutorial decisions. Analysis and Conclusion Analysis Section 9 of the Act prohibits public office holders from using their position to seek to influence the decision of another person in order to further their own interests, those of their relatives or friends, or to improperly further the private interests of a third party. Section 9 reads as follows: 9. No public office holder shall use his or her position as a public office holder to seek to influence a decision of another person so as to further the public office holder's private interests or those of the public office holder's relatives or friends, or to improperly further another person's private interests. In order for there to be a contravention of section 9, there is no requirement that the alleged influence must lead to the desired result. Rather, the public office holder is prohibited from simply using his or her position to attempt to influence another person's decision. Even a single finding of improper influence would lead to a contravention of section 9. Preliminary Observations Mr. Trudeau and his counsel raised several arguments to show that Ms. Wilson‑Raybould's decision making was somehow inadequate or incorrect. I must state, from the outset, that I did not consider any arguments that have as their aim to revisit or reconsider either Ms. Wilson‑Raybould's decision not to intervene or the Director of Public Prosecutions' reasons for not inviting SNC-Lavalin to enter into a remediation agreement. I believe their decisions to be firmly entrenched in the exercise of prosecutorial discretion. It is not for Mr. Trudeau, or for me, or for any other administrative body to judge whether an Attorney General has properly or sufficiently considered the public interest in matters of criminal prosecution or, for that matter, any other aspect of their decision-making process. Absent an abuse of process, even courts are reluctant to adjudicate on issues involving the exercise of prosecutorial discretion. As the Deputy Minister of Justice and Deputy Attorney General testified, the Attorney General must shoulder the responsibility for such decisions and is ultimately accountable before Parliament. Moreover, I did not consider the quality of Ms. Wilson‑Raybould's relationship with her Cabinet colleagues or her staff, the reasons for her appointment as Minister for Veterans Affairs in January 2019, her alleged political motivations or her temperament, since these arguments are immaterial to the matter under examination. Seeking to Influence the Decision of Another Person The first step in my analysis is to determine whether Mr. Trudeau sought to influence the decision of the Attorney General of Canada as to whether she should intervene in a matter relating to the exercise of prosecutorial discretion by the Director of Public Prosecutions involving SNC‑Lavalin. This first step is heavily dependent on the facts. Our Office has reviewed hundreds of pages of documentary evidence, which detail dozens of email exchanges, text messages, telephone conversations and in-person meetings involving SNC‑Lavalin and their representatives, ministers and their staff and other government officials. A public consultation was struck in the fall of 2017 to examine whether remediation agreements were a viable alternative to prosecution. On February 2, 2018, before the results of the public consultation were announced, SNC-Lavalin presented to staff in the Minister of Finance's office the possibility of including the remediation agreement regime in the 2018 budget implementation bill as a means to expedite the process. Despite Ms. Wilson-Raybould's concerns expressed to her Cabinet colleagues that the remediation agreement regime was being rushed and despite her unwillingness to lead or to publicly endorse the initiative, measures to amend the Criminal Code were announced in Budget 2018 on February 27, five days after the results of the public consultation were published. The legislative amendments were drafted as part of Bill C-74 and presented to the House of Commons for first reading exactly one month later, on March 27. The amendments to the Criminal Code received Royal Assent, without scrutiny from the House of Commons Standing Committee on Justice and Human Rights, on June 21, 2018. This was the political and legislative context in which the remediation agreement regime was adopted in Canada. On September 4, 2018, the Director of Public Prosecutions prepared a memorandum in accordance with section 13 of the Director of Public Prosecutions Act, setting out the relevant considerations she had weighed in reaching her decision not to enter into negotiations towards a remediation agreement with SNC-Lavalin. The memorandum was sent to Ms. Wilson‑Raybould's office which, in turn, forwarded it to the Prime Minister's Office and the Office of the Minister of Finance. The evidence showed that the Director of Public Prosecutions' decision to not negotiate a remediation agreement with SNC-Lavalin was a major surprise to Mr. Trudeau and the Minister of Finance. The theme that emerged in the evidence was the need to find a "solution" that would, according to Mr. Trudeau, protect the affected public from potential economic repercussions in the event of a successful criminal prosecution of the company. It is quite obvious that the preferred solution was for the appropriate public authorities to make use of the recently adopted legislative tool, as was previously done in other countries for alleged corporate wrongdoers, to defer or suspend prosecution in order to "safeguard the public interest." According to the evidence, before the Director of Public Prosecutions had issued her decision on possible negotiations towards a remediation agreement, ministerial staff in Ms. Wilson‑Raybould's office had, on August 14, 2018, put their counterparts in the Minister of Finance's office on notice that merely requesting a status update on the SNC-Lavalin file from the Director of Public Prosecutions could be perceived as, and may indeed constitute, political interference. The evidence also showed there were several other instances between September and December 2018 where Ms. Wilson‑Raybould and her staff articulated the Attorney General's concerns—to the Prime Minister, to senior officials in the Prime Minister's Office, to ministers and their ministerial staff, as well as to the Clerk of the Privy Council—that they were engaging in what the Attorney General believed to be inappropriate attempts to interfere politically in a criminal prosecution. On September 5, 2018, after having been informed of the Director of Public Prosecutions' decision to not enter into negotiations for a remediation agreement with SNC-Lavalin, ministerial staff in Ms. Wilson‑Raybould's office outlined the potential political risks in intervening, and informed ministerial staff in the Prime Minister's Office. Upon being briefed by his advisors that the Director of Public Prosecution would not negotiate a remediation agreement with SNC-Lavalin, and despite the considerations militating against intervention by the Attorney General that were highlighted by Ms. Wilson‑Raybould's office, Mr. Trudeau instructed his staff to seek a solution to prevent economic consequences that would result from a criminal prosecution of the company. The evidence showed that, in the days that followed the Director of Public Prosecutions' September 4, 2018 decision not to invite SNC-Lavalin to negotiate a remediation agreement, the Attorney General took additional steps in conducting a review of the section 13 memorandum before arriving at her decision to not intervene in the Director of Public Prosecutions' decision. Ms. Wilson‑Raybould, through briefings and advice received from her Deputy Minister and her ministerial staff, evaluated several possible means of intervening in the matter and engaged in consultations, including with several former attorneys general, to obtain guidance and advice. Mr. Trudeau's direct interaction with Ms. Wilson‑Raybould on the matter was limited to a single meeting on September 17, 2018. At that time, Mr. Trudeau had already been briefed that the Director of Public Prosecutions had decided to not invite SNC-Lavalin to enter into a remediation agreement, and that Ms. Wilson‑Raybould was not inclined to disturb that decision. The evidence showed that the Attorney General was of the view that she had completed her review, made up her mind, and articulated her position before her September 17, 2018 meeting with Mr. Trudeau. However, Mr. Trudeau and members of his staff were of the view that the Attorney General's decision was subject to change up until the prosecution was completed and that she could receive new information for this purpose. The evidence showed that on September 17, 2018, Mr. Trudeau and Mr. Wernick impressed on Ms. Wilson‑Raybould the need to find a solution. They cited SNC-Lavalin's impending board meeting later that week, and the economic consequences (including job losses and relocation) that would arise. They then raised the upcoming provincial election in Quebec, and Mr. Trudeau's status as a Member of Parliament for a Quebec riding in close proximity to SNC-Lavalin's corporate headquarters. It was following these latter comments that the Attorney General asked Mr. Trudeau whether he was politically interfering in a criminal prosecution, to which Mr. Trudeau replied that he was not and that he was merely trying to find a solution. This was a first instance of Mr. Trudeau seeking to influence Ms. Wilson‑Raybould's decision in the matter. Despite Ms. Wilson‑Raybould's direct advice to Mr. Trudeau, the evidence showed that her warning was discounted and ignored, because her senior staff continued to receive unsolicited entreaties to reconsider her refusal to intervene in the matter. Several witnesses testified that the degree to which the company was serious about taking measures to protect its business interests constituted new information that could be presented to the Attorney General. According to the evidence, Ms. Wilson‑Raybould had already considered the economic consequences and did not view this information as sufficient to revisit her original decision not to intervene. Following that September 17, 2018 meeting, the evidence showed that individuals under the direction of Mr. Trudeau continued to engage with representatives of SNC-Lavalin and with Ms. Wilson‑Raybould's ministerial staff to seek to influence Ms. Wilson‑Raybould through alternative means. Although Mr. Trudeau was not briefed on each specific conversation on the matter, he testified that he was regularly kept informed of the file's developments. On October 19, 2018, SNC-Lavalin filed an application for a judicial review of the Director of Public Prosecutions' decision. During a judicial review, the Crown's interests are represented in most cases by the Attorney General of Canada or, in this instance, their delegate, the Prosecution Service. Yet the evidence showed that at least two attempts were made, by an official in the Privy Council Office and by a senior advisor in the Prime Minister's Office, to have the Attorney General intervene in the judicial review to try to expedite the hearing or to ask for a stay of proceedings pending a resolution of the discussions surrounding the remediation agreement. Both the Department of Justice and Ms. Prince were required to explain why the Attorney General could not intervene in a matter in which her delegated representative, the Prosecution Service, was respondent. This represented a second attempt to influence Ms. Wilson‑Raybould's decision whether to intervene in the matter. By the end of October 2018, senior advisors in the Prime Minister's Office began to turn their minds to the possibility of seeking external advice to assist the Attorney General. The evidence showed that SNC-Lavalin's legal counsel, a former Supreme Court justice, sought to provide advice on, among other things, the remediation agreement regime and how the Minister of Justice—not the Attorney General—could legitimately intervene without compromising prosecutorial independence. A second former Supreme Court justice was retained indirectly to provide advice on whether the Director of Public Prosecutions' decision to not enter into a remediation agreement without reasons was lawful. By December 2018, both SNC-Lavalin (through its counsel) and a senior advisor in the Prime Minister's Office had personally reached out to the former Chief Justice of the Supreme Court of Canada, Ms. McLachlin, to explore the possibility of having her provide advice on the matter directly to the Attorney General or to act as a mediator, though it was unclear what, exactly, either mandate would be. Although Ms. Wilson‑Raybould had been made aware of the possibility of obtaining advice from "someone like" Ms. McLachlin, she did not know until I mentioned it to her during her interview that preliminary discussions between the former Chief Justice and SNC-Lavalin's legal counsel and a senior advisor in the Prime Minister's Office had already taken place. The idea of seeking external advice to assist Ms. Wilson‑Raybould had already been put forward by the Deputy Minister of Justice as an option in her September 8, 2018 opinion. The evidence showed that, at that time, Ms. Wilson‑Raybould's office considered, but turned down, the possibility of seeking external advice due in large part to the impractical mechanics of how such an individual would obtain access to the Prosecution Service's confidential file and the implications of perceived political interference. Ms. Wilson‑Raybould questioned what an independent third party could have offered that had not already been provided or considered by the independent Director of Public Prosecutions. The evidence showed that the legal opinions prepared by or for the benefit of SNC-Lavalin were shared with and reviewed by the Prime Minister's Office and other ministers and ministerial staff in November 2018, with the sole purpose of persuading Ms. Wilson‑Raybould to reconsider her position. Senior staff in the Prime Minister's Office made at least three attempts—on November 22, December 5, and December 18, 2018—to persuade Ms. Wilson‑Raybould, directly and through her Chief of Staff, to re-examine the idea of seeking external advice on the matter. It must be reiterated that these legal opinions were circulated, and their contents discussed, during ongoing legal proceedings involving the Prosecution Service before the Federal Court of Canada and unbeknownst to the Attorney General. The fact that senior staff in the Prime Minister's Office pressed Ms. Wilson‑Raybould on the idea of seeking external advice on the matter—all the while knowing the advice that would be given and selectively withholding other material information from Ms. Wilson‑Raybould—was, in my view, a third attempt to bend the will of the Attorney General. The final and most flagrant attempt to influence Ms. Wilson‑Raybould occurred during her conversation with the Clerk of the Privy Council on December 19, 2018. It is evident from the audio recording that Mr. Wernick was making an appeal, on behalf of Mr. Trudeau, to have the Attorney General reconsider her decision to not intervene in the criminal prosecution. Although the messenger had changed, the message remained the same: a solution was needed to prevent the economic consequences of SNC-Lavalin not entering into negotiations for a remediation agreement. Ms. Wilson‑Raybould expressed in clear terms her view that the conversation amounted to political interference—because Mr. Wernick was speaking for the Prime Minister—and voiced her unwillingness to overrule the Director of Public Prosecutions' original decision. Despite Mr. Trudeau's testimony that he did not know what prompted Mr. Wernick to make "such stark statements" when engaging with Ms. Wilson‑Raybould, it is difficult for me to imagine that Mr. Wernick would have acted without a full and clear appreciation of Mr. Trudeau's position on the matter. I find all of these tactics troubling. As Prime Minister, Mr. Trudeau was the only public office holder who, by virtue of his position, could clearly exert influence over Ms. Wilson‑Raybould. The authority of the Prime Minister and his office was used to circumvent, undermine and ultimately attempt to discredit the decision of the Director of Public Prosecutions as well as the authority of Ms. Wilson‑Raybould as the Crown's chief law officer. Mr. Trudeau argued that he could not be held vicariously liable for the actions of his senior advisors and other senior departmental officials. He pointed to this Office's decision in The Wright Report, where Commissioner Dawson found that Mr. Nigel Wright, then Chief of Staff to former Prime Minister Stephen Harper, had used his position to influence another person's decision so as to improperly further another person's private interests. However, nothing in that report suggests that the former Prime Minister was involved in or even aware of the scheme. Here, in contrast, the evidence abundantly shows that Mr. Trudeau knowingly sought to influence Ms. Wilson-Raybould both directly and through the actions of his agents. In my view, the individuals who acted under the direction or authority of the Prime Minister in this matter, as well as those who were involved in this matter on behalf of other ministers, could not have influenced the Attorney General simply by virtue of their position. Consequently, I do not have reasonable grounds to pursue concurrent examinations of their conduct, nor do I have reason to believe that they may have breached another substantive rule under the Act. They acted in accordance with the general direction set by Mr. Trudeau in September 2018 and did not receive instruction to cease communications, even once related legal proceedings had commenced. I believe that all public office holders should be guided by the same principles that apply to ministers, parliamentary secretaries and all other parliamentarians—principles that are found in many government instruments, including the Prime Minister's Open and Accountable Government guideline. Public office holders must perform their official duties and functions in a manner that bears the closest public scrutiny, an obligation that may not be fully discharged by simply acting within the law. Improperly Furthering Private Interests Simply seeking to influence the decision of another person is insufficient for there to be a contravention of section 9. The second step of my analysis, and indeed the crux of this examination, is to determine whether Mr. Trudeau, through his actions and those of his agents, sought to improperly further the interests of SNC-Lavalin. Here I must explore several fundamental legal and constitutional principles that ultimately go to the heart of our system of government. Public vs. private interests The Act specifies that a private interest does not include an interest in a decision or matter (a) that is of general application; (b) that affects a public office holder as one of a broad class of persons; or (c) that concerns the remuneration or benefits received by virtue of being a public office holder. Historically, our Office has adopted a narrow interpretation of what constitutes a private interest. Although it has not expressly excluded certain types of interests, it has confined private interests largely to those of a financial nature. In the 1973 green paper entitled Members of Parliament and Conflict of Interest issued by the federal government, the term "conflict of interest" was defined as "a situation in which a Member of Parliament has a personal or private pecuniary interest sufficient to influence, or appear to influence, the exercise of his public duties and responsibilities" (p. 1). This definition was also used in the Parker Commission report, involving allegations that the Honourable Sinclair Stevens was in a real or apparent conflict of interest (Parker Commission, 1987, p. 28). It must be noted that this early interpretation applied exclusively to Members of Parliament. Since then, the test to determine the existence of a conflict of interest has evolved. No mention was made of the narrower "private pecuniary interests" in subsequent iterations of the Conflict of Interest and Post-Employment Code for Public Office Holders, as well as in both the Act and the Conflict of Interest Code for Members of the House of Commons. An interpretation of the term "private interest" read contextually, in its grammatical and ordinary sense harmoniously with the scheme of the Act, the purpose of the Act and the intention of Parliament, leads me to believe that it may include all types of interests that are unique to the public office holder or shared with a narrow class of individuals. Private and public interests can take many forms, including financial, social or political. As described in a 1980 report prepared by Professor J. Ll. J. Edwards entitled Ministerial responsibility for national security as it relates to the Offices of Prime Minister, Attorney General and Solicitor General of Canada, public political interests include, for example, "the maintenance of harmonious international relations between states, the reduction of strife between ethnic groups, and the maintenance of industrial peace" (p. 70). These domestic and international political considerations should be seen to benefit the general public rather than a particular political faction, party or group. By contrast, private (or partisan) political interests, ones "designed to protect or advance the retention of constitutional power by the incumbent government and its political supporters," cannot be said to serve the general public and should bear close scrutiny when a public office holder is exercising his or her official duties, powers or functions (Edwards, 1980, p. 70). It is on this sliding scale of interests that I must situate the matter at hand. The nature of SNC-Lavalin's interests The evidence gathered showed that SNC-Lavalin had significant financial interests in deferring prosecution. The Privy Council Office compiled a list of some of the most important federal government contracts involving the company. The evidence showed that SNC-Lavalin is significantly invested in major federal government infrastructure projects, including the Samuel De Champlain Bridge and Montreal's light rail system. An unfavourable judicial outcome would likely cause economic turmoil and uncertainty for SNC-Lavalin and its major shareholders. Throughout the public consultations and the ensuing legislative process to adopt the remediation agreement regime, SNC-Lavalin engaged in regular discussions with officials in the Prime Minister's Office, the Privy Council Office and the Minister of Finance's office. Moreover, SNC‑Lavalin regularly kept the Prime Minister's Office apprised of upcoming board meetings, of negative media coverage, and of the fluctuations in its share price. The evidence showed an increase in the frequency of communications before board meetings, as well as a heightened level of concern on the part of SNC-Lavalin as discussions continued without substantial progress being made. There is no doubt that SNC-Lavalin's considerable financial interests would have been furthered had Mr. Trudeau successfully influenced Ms. Wilson-Raybould to issue a directive that SNC‑Lavalin be invited to negotiate a remediation agreement. Meaning of the word "improper" Every exercise of a public office holder's official powers, duties or functions potentially furthers a private interest. The Act concerns itself only with the furthering of three specific holders of private interests: (1) the public office holder, (2) his or her relatives or friends, and (3) any other person whose interests were furthered improperly. In the first two cases, it is only necessary to determine whether their interests were furthered—the impropriety is inherent. An additional step is required to determine impropriety when another person's private interests are furthered. In addition to section 9, the phrase "to improperly further another person's private interests" is used in two other provisions of the Act dealing with substantive rules: section 4, which establishes the general test for conflicts of interest, and section 8, which deals with insider information. In its plain and ordinary meaning, the word "improper" is synonymous with incorrect, unsuitable or irregular. This is consistent with the French-language equivalent in the Act ("favoriser de façon irrégulière"). Other definitions provide that the term is synonymous with fraudulent or otherwise wrongful. As these definitions illustrate, improprieties lie on a spectrum, ranging from irregularity through inadvertence to willful fraud. For the purposes of the Act, I am concerned with improprieties that fall short of criminal activity (see, for instance, the Carson Report). In The Wright Report, Commissioner Dawson found that the reimbursement scenario, devised by ministerial staff in the Prime Minister's Office and executed by Mr. Wright and Senator Duffy, appeared on its face to be contrary to a provision in the Parliament of Canada Act that prohibited Senators from receiving payment in exchange for a service. However, the RCMP had not proceeded with a criminal investigation against Mr. Wright. The Commissioner noted in her report that the act of providing Senator Duffy with money in exchange for his cooperation, although perhaps not illegal, was "undoubtedly improper." Another example of impropriety is found in The Finley Report. Here, Commissioner Dawson concluded that receiving preferential treatment is improper, in and of itself. In that report, Commissioner Dawson also found an impropriety in that the applicable Treasury Board policy instrument and the Prime Minister's Open and Accountable Government guidelines "were not top of mind" when the minister made her decision to approve funding for a local project. The common thread connecting the examples of impropriety in past examination reports and each use of the term "improper" in the Act is whether a public office holder used their office to commit a serious or fundamental error. Mere technical irregularities will likely not rise to the level of an improper furthering of private interests. In my view, an impropriety under the Act occurs when a public office holder exercises an official power, duty or function that goes against the public interest, either by acting outside the scope of his or her statutory authority, or contrary to a rule, a convention or an established process. National economic interests Despite SNC-Lavalin's considerable financial interest in the matter, Mr. Trudeau claimed that the threat of job losses was of paramount concern in his discussions with Ms. Wilson‑Raybould and that, consequently, his actions were done in the public interest. The Federal Prosecution Service Deskbook (Deskbook) sets out the guiding principles that all federal prosecutors must follow. In deciding whether or not to prosecute an offence, federal prosecutors must consider two issues: (i) a reasonable prospect of conviction based on evidence that is likely to be available at trial and (ii) the public interest. With respect to the criterion of public interest, chapter 2.3 of the Deskbook enumerates several factors that may be properly considered, such as the nature of the alleged offence; the nature of the harm caused by or the consequences of the alleged offence; the circumstances, consequences to and attitude of victims; the level of culpability and circumstances of the accused; the need to protect sources of information; and confidence in the administration of justice. A series of factors that are deemed irrelevant when considering whether to prosecute include "possible political advantage or disadvantage to the government or any political group or party" (Public Prosecution Service of Canada, 2014, p. 8). Thus, in applying the test, prosecutors "must make decisions without fear of political interference or improper or undue influence." When SNC-Lavalin was informed, on September 4, 2018, that the Director of Public Prosecutions was of the view that it was "not appropriate" to invite the company to negotiate a remediation agreement, the evidence suggested that counsel for SNC-Lavalin believed that she had not properly considered the public interest in negotiating a remediation agreement and viewed this as an opening salvo in a protracted negotiation. Thus, in the days following the September 4, 2018 decision, SNC-Lavalin crafted a public-interest argument that it could present to the Director of Public Prosecutions in the hopes that she would revisit her decision. Both the Department of Finance and the Privy Council Office actively assisted SNC-Lavalin in developing this argument. Because the Director of Public Prosecutions and the Attorney General must only prosecute when it is in the public interest, Mr. Trudeau submitted that his interactions with Ms. Wilson‑Raybould in this matter, as well as those of his agents, were done precisely with that interest in mind. In his conversation with Ms. Wilson‑Raybould on September 17, 2018, Mr. Trudeau testified that he asked her to look carefully at the option of directing the Director of Public Prosecutions to invite SNC-Lavalin to enter into a remediation agreement, on the grounds that he was protecting the approximately 9,000 jobs that were allegedly at risk of being lost if SNC-Lavalin did not secure a remediation agreement with the Prosecution Service. According to Mr. Trudeau, the immediate economic consequences of a successful criminal prosecution against SNC-Lavalin would also cascade onto other sectors of the economy. It must be reiterated that subsection 715.32(3) of the Criminal Code lists three factors that must not be considered by the prosecutor in their decision whether to enter into negotiations for a remediation agreement. The prosecutor must not consider the "national economic interest, the potential effect on relations with a state other than Canada or the identity of the organization or individual involved." These factors are excluded from consideration only when the organization in question is alleged to have committed an offence under section 3 or 4 of the Corruption of Foreign Public Officials Act, which is precisely one of the charges levelled against SNC-Lavalin. Subsection 715.32(3) of the Criminal Code was modelled on Article 5 of the Organisation for Economic Co-operation and Development's (OECD) Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (Anti-Bribery Convention). This article provides: Investigation and prosecution of the bribery of a foreign public official shall be subject to the applicable rules and principles of each Party. They shall not be influenced by considerations of national economic interest, the potential effect upon relations with another State or the identity of the natural or legal persons involved. (OECD, 2011, p. 9) Mr. Trudeau's position is that the issue of potential job losses and the repercussions on SNC‑Lavalin's stakeholders and pensioners could be properly considered by the Attorney General since those interests were not viewed as national economic interests within the meaning of the above exclusion. This position was consistent with other witnesses' understanding of the provision. In support of this position, witnesses pointed to a column printed in the Financial Post on March 22, 2019, by a former Secretary-General of the OECD when the Anti-Bribery Convention was adopted in 1997. In the article, the author argues that the phrase "national economic interest": was intended to prevent exporters in OECD countries from avoiding prosecution under the convention by arguing that exports were in the national economic interest—and that bribery was therefore required to protect their export markets. That is what the word "national" was put in there to mean. I do not recall jobs ever being discussed as relating to the national economic interest as defined in the convention, nor were DPAs ever considered in the convention. (para. 4) Two of the witnesses interviewed also pointed to the fact that the remediation agreement regime has, as one of its purposes, a reduction of harm for persons such as shareholders, pensioners and employees, who were not engaged in the wrongdoing. Counsel for Mr. Trudeau pointed out in their written submissions that only one witness who testified before the Standing Committee on Justice and Human Rights, Mr. Kenneth Jull, provided substantive testimony on the question of national economic interest. Mr. Jull acknowledged that the purpose of the regime and the exclusion of national economic interests create a "logical paradox." Mr. Jull proposed that to resolve this apparent paradox, one must consider principles of corporate criminal liability, where national economic interests are excluded from consideration only when harm to culpable stakeholders was at issue. Despite the stated purpose of the remediation agreement regime, I am not persuaded that it necessarily follows that national economic interests benefit from a restrictive interpretation or can be considered by the prosecutor in certain circumstances. The official OECD commentary under Article 5 of the Anti-Bribery Convention reads as follows: Article 5 recognizes the fundamental nature of national regimes of prosecutorial discretion. It recognizes as well that, in order to protect the independence of prosecution, such discretion is to be exercised on the basis of professional motives and is not to be subject to improper influence by concerns of a political nature. (OECD, 2011, p. 17) It may very well be that Article 5 of the Anti-Bribery Convention was drafted, as the former Secretary-General of the OECD posited, with a view to treating exports as a national economic interest. However, I see nothing in that convention, in the official commentary, or in any other scholarly publication that limits the types of national economic interests that may be excluded. Because of the lack of clarity on the matter in the Canadian remediation agreement regime, I considered case law from other jurisdictions. A 2017 judgment from the British Court of Queen's Bench concerning a deferred prosecution agreement from the Serious Fraud Office involving Rolls‑Royce casts further doubt on the position taken by Mr. Trudeau on this issue. Like SNC-Lavalin, Rolls-Royce faced potential debarment from bidding on contracts in the event of a successful criminal prosecution. At paragraphs 56 and 57, the presiding judge, the Right Honourable Sir Brian Leveson, in considering a host of repercussions of possible debarment on third-party interests, observed: 56. These repercussions for Rolls-Royce risk additional repercussions to third party interests, including:i) adverse effect to the UK defence industry, where Rolls-Royce has a critical role in supplying engines for UK military and naval vessels, nuclear propulsion technology for nuclear submarines, and aftermarket services;ii) consequential financial effects on the supply chain;iii) impairment of competition in highly concentrated markets, where there are limited alternative sources of supply and significant barriers to entry;iv) a potentially significant fall in share price, which is likely to be made more dramatic by the debarment consequences of a conviction;v) possible group-wide redundancies and/or restructuring; and potential weakening of Rolls-Royce's financial covenant for pensions.57. I have no difficulty in accepting that these features demonstrate that a criminal conviction against Rolls-Royce would have a very substantial impact on the company, which, in turn, would have wider effects for the UK defence industry and persons who were not connected to the criminal conduct, including Rolls-Royce employees, and pensioners, and those in its supply chain. None of these factors is determinative of my decision in relation to this DPA; indeed, the national economic interest is irrelevant. Neither is my decision founded on the proposition that a company in the position of Rolls-Royce is immune from prosecution: it is not. It is not because of who or what Rolls-Royce is that is relevant but, rather, the countervailing factors that I have to weigh in the balance when considering the public interest and the interests of justice. As I have made clear before, and repeat, a company that commits serious crimes must expect to be prosecuted and if convicted dealt with severely and, absent sufficient countervailing factors, cannot expect to have an application for approval of a DPA accepted. [Emphasis added] Counsel for Mr. Trudeau argued that the passage above illustrates that considering the impact of a conviction on an accused corporation, its stakeholders and other individuals is not prohibited by the "national economic interest" exclusion. Leveson J.'s discussion of those points, in their view, showed that (1) the economic impact on uninvolved individuals is relevant but not determinative of the approval application; and (2) the national economic interest, as distinct from the impact on individuals, is not relevant. In my view, it remains unclear whether these factors are truly national economic interests, which must be excluded from consideration, or are legitimate factors that must be weighed in deciding whether to negotiate a remediation agreement. Regardless of how such interests are classified, in this case, the larger public considerations are inextricably linked to SNC-Lavalin's private interests. Accordingly, Mr. Trudeau could not properly put forward any arguments involving public or private interests to the Attorney General. The remediation agreement regime makes it clear that only the prosecutor must weigh (or exclude) these interests. Partisan political interests put to the Attorney General While SNC-Lavalin would have benefited from Ms. Wilson‑Raybould's intervention in the matter, the evidence showed that the governing party also considered the partisan political consequences of not being able to secure a remediation agreement for the company. For the reasons that follow, any partisan political interest that was put to Ms. Wilson‑Raybould in the context of her evaluation of the matter in question was improper. The reason why narrow political interests cannot be considered by an Attorney General in the context of a criminal prosecution was perhaps most famously articulated by Lord Hartley Shawcross, then Attorney General of England and Wales, to the House of Commons of the United Kingdom in 1951: The true doctrine is that it is the duty of the Attorney General, in deciding whether or not to authorize the prosecution, to acquaint himself with all the relevant facts, including, for instance, the effect which the prosecution, successful or unsuccessful as the case may be, would have upon public morale and order, and with any other consideration affecting public policy. In order so to inform himself, he may, although I do not think he is obliged to, consult with any of his colleagues in the government, and indeed, as Lord Simon once said, he would in some cases be a fool if he did not. On the other hand, the assistance of his colleagues is confined to informing him of particular considerations which might affect his own decision, and does not consist, and must not consist, in telling him what that decision ought to be. The responsibility for the eventual decision rests with the Attorney General, and he is not to be put, and is not put, under pressure by his colleagues in the matter. Nor, of course, can the Attorney General shift his responsibility for making the decision on to the shoulders of his colleagues. If political considerations which in the broad sense that I have indicated affect government in the abstract arise it is the Attorney General, applying his judicial mind, who has to be the sole judge of those considerations. (U.K., H.C. Debates, vol. 483, cols. 683-84, [29 January 1951]) Lord Shawcross also explained that the Attorney General and the Director of Public Prosecutions only intervene to direct a prosecution when they consider it to be in the public interest. Indeed, Professor Edwards stated in his book entitled The Attorney-General, Politics and the Public Interest that the Attorney General has been recognized historically, both in jurisprudence and in scholarly legal doctrine, as one of many constitutional "guardians of the public interest" and as superintendent of the administration of justice (Edwards, 1984, pp. 138-144). In The Law Officers of the Crown, Professor Edwards added that the Attorney General must represent the public interest "with complete objectivity and detachment" and must discharge that duty even in circumstances where the public interest conflicts with the political interests of their Cabinet colleagues (Edwards, 1964, p. 298). In deciding whether to prosecute, Lord Shawcross also stated: "there is only one consideration which is altogether excluded, and that is the repercussion of a given decision upon my personal or my party's or the government's political fortunes; that is a consideration which never enters into account." (U.K., H.C. Debates, vol. 483, col. 682 [29 January 1951]) Lord Shawcross' pronouncement is widely regarded as emblematic of the principle of prosecutorial independence, a constitutional convention that flows directly from the rule of law. The Supreme Court of Canada has stated that the rule of law "lie[s] at the root of our system of government" and is "a fundamental postulate of our constitutional structure." Moreover, the rule of law "is supreme over officials of the government as well as private individuals, and thereby preclusive of the influence of arbitrary power." Simply put, this fundamental principle "requires that all government action must comply with the law […]." (Reference re Secession of Quebec, [1998] 2 S.C.R. 217, paras. 70-72; Roncarelli v. Duplessis, [1959] S.C.R. 121, p. 142; Reference re Manitoba Language Rights, [1985] 1 S.C.R. 721, p. 748) In Krieger v. Alberta Law Society, 2002 SCC 65, the leading decision on the historical and constitutional role of the Attorney General, the Supreme Court of Canada devoted particular attention to the principle of prosecutorial discretion and the rule of law. The reasons for judgment, penned by Iacobucci and Major JJ., read in part as follows: 32. The court's acknowledgement of the Attorney General's independence from judicial review in the sphere of prosecutorial discretion has its strongest source in the fundamental principle of the rule of law under our Constitution. […] The quasi-judicial function of the Attorney General cannot be subjected to interference from parties who are not as competent to consider the various factors involved in making a decision to prosecute. To subject such decisions to political interference, or to judicial supervision, could erode the integrity of our system of prosecution. Clearly drawn constitutional lines are necessary in areas subject to such grave potential conflict.[…]45. As discussed above, these powers [of prosecutorial discretion] emanate from the office holder's role as legal advisor of and officer to the Crown. In our theory of government, it is the sovereign who holds the power to prosecute his or her subjects. A decision of the Attorney General, or of his or her agents, within the authority delegated to him or her by the sovereign is not subject to interference by other arms of government. An exercise of prosecutorial discretion will, therefore, be treated with deference by the courts and by other members of the executive, as well as statutory bodies like provincial law societies. [Emphasis added] Mr. Trudeau argued that his interactions with Ms. Wilson-Raybould were consistent with the Shawcross doctrine because he did not direct her to intervene; he merely sought an explanation on her decision making and assurances that she had considered every possible option. The fact that Ms. Wilson-Raybould was not directed to intervene likely prevented the occurrence of actual political interference in the matter but does little to assist Mr. Trudeau in this examination. The repeated interventions by the Prime Minister, his most senior ministerial staff and public officials to have the Attorney General find a solution, even in the face of her refusal to intervene in the matter, lead me to conclude that these actions were tantamount to political direction. Mr. Trudeau and several witnesses testified they believed that the Shawcross doctrine allowed for debate between the Attorney General and Cabinet colleagues. My reading of the doctrine and the governing jurisprudence have led me to a different conclusion. Although the Shawcross doctrine provides that the Attorney General may "consult" colleagues on a given matter, in order to minimize the possibility of conflicts of interest from arising, I believe that that consultation should be led, whenever possible, by the Attorney General. It would be exceedingly difficult, in my view, for an Attorney General to dissociate genuine public interests from partisan interests when those considerations are advanced by Cabinet colleagues and their staff. Members of the executive branch of government should therefore exercise an abundance of caution before providing unsolicited views to the Attorney General. Those views should be devoid of any semblance of partisan or private interests. In matters involving the exercise of prosecutorial discretion relating to remediation agreements, both the Shawcross doctrine and the recent amendments to the Criminal Code circumscribe the information that can properly form the basis of any consultation between the Attorney General and members of Cabinet. In my view, considerations of a narrow political nature, particularly those advanced by ministers or ministerial advisors relating to an individual's or to a party's political fortunes, cannot be used to guide the Attorney General in their role. In addition to the numerous instances where SNC-Lavalin's private financial interests were raised, the evidence showed that private political interests were also put before Ms. Wilson‑Raybould, directly or indirectly, on at least four separate occasions. The 2018 provincial election in Quebec was first raised by ministerial staff in the Prime Minister's Office on September 16, 2018, in a conversation with Ms. Wilson‑Raybould's Chief of Staff. The following day, Mr. Trudeau and the Clerk of the Privy Council both raised the impact a decision from the federal government would have on the upcoming Quebec elections with Ms. Wilson-Raybould during their September 17, 2018 meeting. Mr. Trudeau stated that he was the Member of Parliament for Papineau. In my view, Mr. Trudeau made this statement to underscore the fact that his electoral riding was situated in the same province as SNC-Lavalin's headquarters and that Ms. Wilson-Raybould's decision not to intervene could have larger political repercussions in Quebec, both for the federal and provincial orders of government. Again, on October 26, 2018, in the course of discussions between the Prime Minister's Office and the Minister of Justice' office on the possibility of the relocation of SNC-Lavalin's headquarters, staff in the Prime Minister's Office commented that they could have "the best policy in the world" but needed to be re-elected. Mr. Trudeau attempted to justify this statement by testifying that negative job growth would have real consequences on his party's ability to serve. This is yet another indication that Mr. Trudeau and the Prime Minister's Office viewed the matter chiefly through a political lens to manage a legal issue. Finally, the upcoming 2019 federal election was raised, according to notes of a conversation between Ms. Wilson‑Raybould's Chief of Staff and senior staff in the Prime Minister's Office, on December 18, 2018. Again, the fact that SNC-Lavalin was located in the Prime Minister's home province was used to convey the importance of a resolution that was favourable for both the company and the governing party. Regardless of the stated reasons for raising these considerations, the acceptance of the Shawcross doctrine in Canadian law as the appropriate yardstick establishing the bounds between the political and judicial minds of the Attorney General cannot be ignored. It is improper, for the purposes of the Act, to use political interests to attempt to influence an Attorney General in the context of an ongoing criminal prosecution since it runs counter to the principle of prosecutorial independence and the rule of law. Discussions during ongoing legal proceedings As was stated above, SNC-Lavalin's October 19, 2018 notice of application for judicial review of the Director of Public Prosecutions' decision should have put Mr. Trudeau and those acting under his direction on notice to cease all discussions with SNC-Lavalin on the matter. On October 26, 2018, a senior official in the Privy Council Office inquired whether it would be possible to have Ms. Wilson‑Raybould intervene in the legal proceedings to expedite the hearing. It was explained that it would be procedurally impossible for a party to appear twice, in two separate roles, in the same matter. This message was also conveyed by Ms. Wilson‑Raybould's office to the Prime Minister's Office, in response to the same question later that day. In addition, Mr. Trudeau received two briefings from the Privy Council Office, on November 20 and 26, 2018, to not meet with SNC-Lavalin's CEO and not discuss the SNC-Lavalin matter with the company's legal counsel because of the ongoing legal proceedings. As a result, Mr. Trudeau was well aware of the legal proceedings, but did not instruct his senior staff to stand down. To the contrary, the evidence indicated that discussions between the Prime Minister's Office and SNC-Lavalin intensified in number and in tenor following the commencement of legal proceedings. Legal counsel for SNC-Lavalin became the primary points of contact in discussions with the Prime Minister's Office in November and December 2018. During that time, various settlement mechanisms were discussed without regard to the Prosecution Service's role, as the delegated representative of the Attorney General, in the proceedings. The principles of prosecutorial independence and sub judice make it clearly improper for one branch of the Government of Canada to be communicating with applicants to a judicial review challenging a decision made by another branch of the Government of Canada, without the knowledge or involvement of the Attorney General or their delegated representative. Prosecutorial Independence and the Role of the Attorney General The Attorney General benefits from a unique perspective: they are a member of Cabinet as Minister of Justice but, to avoid placing themselves and Cabinet colleagues in a conflict of interest, must remain independent of Cabinet when exercising their prosecutorial discretion. In my view, Mr. Trudeau misunderstood this important distinction—the dual role of Minister of Justice and Attorney General. Mr. Trudeau and several other witnesses testified that they viewed Ms. Wilson‑Raybould, in her capacity as Attorney General, as a member of Cabinet on an equal footing with other ministers. One witness failed to see a distinction between engaging with Ms. Wilson‑Raybould on matters of legal policy, as Minister of Justice, and on matters of criminal prosecution. Mr. Trudeau agreed that it would be clearly improper to intervene directly with the Director of Public Prosecutions. Some witnesses also acknowledged that it would be equally improper to communicate with a judge or a Crown prosecutor during an ongoing legal proceeding. Yet Mr. Trudeau saw no harm in engaging with the Attorney General or her officials, even while the matter was seized by the Federal Court. The issue of whether Cabinet can intervene to direct, pressure or influence the decision of an Attorney General is not new to Canadian politics. In the course of my examination, I researched prior incidents involving similar controversies since Lord Shawcross' pronouncement. Several of these were described in Professor Edwards' report on ministerial responsibility (Edwards, 1980). This report reproduces much of Professor Edwards' earlier works, in which he comprehensively studied the role of the Attorney General of the United Kingdom and other Commonwealth countries. Professor Edwards noted, for example, that when Prime Minister Lester Pearson was asked, in 1965, who had final authority to direct criminal prosecution in a high-profile case involving allegations of espionage, Mr. Pearson replied: "[i]n this situation, it will be the responsibility of the Government, on the advice of the Minister of Justice." (Edwards, 1980, p. 66; Edwards, 1984, p. 361) As Professor Edwards noted, most ministers at that time would have justified their involvement in determining whether to prosecute such high-profile cases "as a natural application of the principle of collective responsibility for unpalatable political decisions." Edwards added that Cabinet would not necessarily be motivated entirely by partisan political interests. However, "it would be unrealistic not to envisage situations in which, in the absence of any clearly understood constitutional prohibition against referral by the Attorney General of prosecution matters for decision by the Cabinet or any group of ministers or by the Prime Minister, partisan influences would rise to the surface and prevail in whatever decision ultimately emerged." (Edwards, 1980, p. 71; Edwards, 1984, p. 362) Indeed, both the government and the opposition at the time believed that criminal prosecution was a subject for partisan debate. In a separate case in 1965 involving the extradition of trade-union leader Hal Banks following the findings of the Norris Commission, the then Leader of the Official Opposition John Diefenbaker also defended his previous government's discretion not to prosecute a criminal matter. Professor Edwards' conclusion, in respect of both matters, was unequivocal: "Any claims by a Prime Minister […] of the right of government to determine whether or not charges are to be brought in the criminal courts is nothing less than an abuse of power." (Edwards, 1980, p. 67) Since the late 1970s, there appears to be a return, at least in Canadian politics, to the basic constitutional principle outlined in the Shawcross doctrine. Professor Edwards cited the example of then Minister of Justice and Attorney General of Canada, Mr. Ron Basford, who explained his decision on whether to prosecute charges under the Official Secrets Act. In a statement to the House of Commons in 1978, Mr. Basford declared: The first principle, in my view, is that there must be excluded any consideration based upon narrow, partisan views, or based upon the political consequences to me or to others. In arriving at a decision on such a sensitive issue as this, the Attorney General is entitled to seek information and advice from others but in no way is he directed by his colleagues in the government or by Parliament itself. (H.C. Debates, vol. 121, pp. 3881-83, 17 March 1978) Successive federal and provincial attorneys general have publicly adopted the Shawcross doctrine, either in the context of parliamentary debates or in writing. In the final pages of Professor Edwards' report to the Commission of Inquiry concerning certain activities of the RCMP, he decried the fact that "the traditional role of the Attorney General as guardian of the public interest is no longer uncritically accepted." Professor Edwards examined alternative systems used in Commonwealth countries, where the Attorney General was either a public servant, a minister, a political appointee or variations thereof to examine whether such alternatives offered better protection against political interference in matters of prosecutorial discretion. Professor Edwards observed that these models "will prove to be an inadequate exercise" if prosecutorial decision makers cannot resist "improper political pressure." For Professor Edwards, regardless of the model chosen to set out the role and functions of the Attorney General, two critical values were required: "no matter how entrenched constitutional safeguards may be, in the final analysis it is the strength of character and personal integrity of the holder of the offices of Attorney General (or Solicitor General in some countries) and that of the Director of Public Prosecutions which is of paramount importance." (Edwards, 1980, pp. 120-121) Conclusion I find that Mr. Trudeau used his position of authority over Ms. Wilson-Raybould to seek to influence her decision on whether she should overrule the Director of Public Prosecutions' decision not to invite SNC-Lavalin to enter into negotiations towards a remediation agreement. Because SNC‑Lavalin overwhelmingly stood to benefit from Ms. Wilson-Raybould's intervention, I have no doubt that the result of Mr. Trudeau's influence would have furthered SNC-Lavalin's interests. The actions that sought to further these interests were improper since the actions were contrary to the constitutional principles of prosecutorial independence and the rule of law. For these reasons, I find that Mr. Trudeau contravened section 9 of the Act. Schedule: List of Witnesses The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Interviews The Hon. Bill Morneau, Minister of FinanceThe Hon. Jody Wilson-Raybould, Minister of Justice and Attorney General of CanadaMr. Mathieu Bouchard, Senior Advisor to the Prime MinisterMs. Nathalie G. Drouin, Deputy Minister of Justice and Deputy Attorney General of CanadaMr. Elder Marques, Senior Advisor to the Prime MinisterMr. Michael Wernick, Clerk of the Privy Council Written Submissions and/or Documents Received The Hon. Scott Brison, President of the Treasury BoardThe Hon. Bill Morneau, Minister of FinanceThe Hon. Jody Wilson-Raybould, Minister of Justice and Attorney General of CanadaMr. Mathieu Bouchard, Senior Advisor to the Prime MinisterMr. Neil Bruce, Chief Executive Officer, SNC-LavalinMr. Gerald Butts, Principal Secretary to the Prime MinisterMr. Ben Chin, Chief of Staff to the Minister of FinanceMs. Nathalie G. Drouin, Deputy Minister of Justice and Deputy Attorney General of CanadaMr. Elder Marques, Senior Advisor to the Prime MinisterMs. Jessica Prince, Chief of Staff to the Minister of Justice and Attorney General of CanadaMr. Paul Shuttle, Counsel to the Clerk of the Privy Council (for Michael Wernick)Ms. Katie Telford, Chief of Staff to the Prime MinisterMr. Justin To, Deputy Chief of Staff and Director of Policy to the Minister of FinanceMr. Michael Wernick, Clerk of the Privy Council [i] The titles attributed to all individuals mentioned in this report reflect the position held at the time of the events that form the subject matter of this examination. [ii] For the purposes of this report, we refer to "SNC-Lavalin Group Inc.," "SNC-Lavalin International Inc.," and "SNC-Lavalin Construction Inc.," collectively, as "SNC-Lavalin."

Report on a Member of the House of Commons for furthering the private interests of one's spouse, a candidate in a municipal election, by using one's position and public office to assist in the campaign. Preface Under section 27 of the Conflict of Interest Code for Members of the House of Commons (Code), which constitutes Appendix 1 of the Standing Orders of the House of Commons, a request for an inquiry may be made by a Member of the House of Commons who has reasonable grounds to believe that another Member has not complied with their obligations under the Code. The Conflict of Interest and Ethics Commissioner is required to forward the request to the Member who is the subject of the request and to afford the Member 30 days to respond. Once the Member has completed their response, the Commissioner has 15 working days to conduct a preliminary review of the request and the response and to notify both Members in writing of the Commissioner’s decision as to whether an inquiry is warranted. Following the completion of an inquiry, which must be conducted in private, a report is to be provided to the Speaker of the House of Commons who tables it in the House of Commons when it next sits. The report is made available to the public once it is tabled or, if the House is not then sitting, upon its receipt by the Speaker. Within 10 sitting days after the tabling of the report, the Member who is the subject of the report has the right to make a statement in the House of Commons. The report may be subject to either a motion for concurrence or a motion for consideration by the House. Executive Summary This report presents the findings of my inquiry under the Conflict of Interest Code for Members of the House of Commons (Code) into the conduct of Ms. Anita Vandenbeld, Member of Parliament for Ottawa West–Nepean, in connection with her spouse’s candidacy in the 2018 municipal election for the position of city councillor for Ottawa’s Bay Ward. The purpose of the inquiry was to determine whether Ms. Vandenbeld contravened section 9 or 11 of the Code by using or attempting to use her position as a Member of the House of Commons to influence the decision of voters in Bay Ward so as to further the private interests of her spouse. Section 9 prohibits Members from using their position as a Member to influence a decision of another person so as to further their private interests or those of a family member, or to improperly further another person’s or entity’s private interests. A Member’s spouse is considered a member of their family. Section 11 of the Code prohibits Members from attempting to engage in any of the activities prohibited under sections 8 to 10 of the Code. It serves to bring within the scope of the Code any actions intended to further private interests, regardless of their result. I found that Ms. Vandenbeld’s spouse had a private interest that could be furthered when he sought to be elected to the position of city councillor, a remunerated public office. The documentary evidence revealed a campaign strategy aimed at using Ms. Vandenbeld’s position as a Member of the House of Commons to communicate with voters in order to convey a positive endorsement of her spouse as a serious candidate so as to increase his chances of being elected. The evidence showed that Ms. Vandenbeld used her position as the Member for Ottawa West–Nepean, when she identified herself as a Member while endorsing her spouse’s election bid in a September 2018 letter to Bay Ward voters, in a recorded telephone message that was broadcast to voters in October 2018, and when engaging in door-to-door canvassing. In the report, I noted that Ms. Vandenbeld also used two social media platforms to support her spouse’s campaign. While Ms. Vandenbeld described these accounts as purely partisan, I found it may not be so clear to members of the public that her social media accounts, which mention her title, link to her Member’s website and contain posts relating to her role as a Member, were not parliamentary accounts. Members should be mindful of this when deciding what materials to post on such accounts. It is clear that Bay Ward voters had a decision to make as to which candidate they will cast their vote for in the 2018 municipal election. I found that when Ms. Vandenbeld used her position as a Member of the House of Commons, she sought to influence those voters and that her actions could further the private interests of a family member. Since Ms. Vandenbeld’s spouse was ultimately not elected to public office, no private interests were actually furthered. I therefore found that she did not contravene section 9 of the Code. While Ms. Vandenbeld’s actions did not produce the result that was intended, she did nonetheless attempt to use her position as a Member to influence the decision of voters in Bay Ward to further the private interests of her spouse, an activity prohibited by section 9. I therefore found that she contravened section 11 of the Code. In the report, I also noted that in my view, the Code does not prevent Members from participating in election campaigns in their private or partisan capacities, provided they do so without ever using their position as Members. I recommended that no sanction be imposed because it was apparent to me that Ms. Vandenbeld’s failure to comply with section 11 of the Code occurred through an error in judgment made in good faith. She had made significant efforts to comply with the rules that she had considered, namely the Members By-law of the House of Commons’ Board of Internal Economy. She expressed a sincere belief that running for public office did not engage private interests. She also immediately stopped all of her campaign activities upon seeking and obtaining my advice in October 2018. Concerns and Process On October 12, 2018, I received an email from the Honourable Peter Kent, Member of Parliament for Thornhill, requesting that I commence an inquiry under the Conflict of Interest Code for Members of the House of Commons (Code) into the conduct of Ms. Anita Vandenbeld, Member of Parliament for Ottawa West–Nepean. On October 15, 2018, Mr. Kent resubmitted a signed copy of his request as required by subsection 27(2) of the Code. In his email, Mr. Kent alleged that Ms. Vandenbeld may have contravened sections 8 and 9 of the Code by recording a message that was broadcast by telephone to voters in Ottawa’s Bay Ward, in which she identified herself as a Member of Parliament and asked them to vote for her spouse in the upcoming municipal election. Section 8 of the Code prohibits Members, when performing parliamentary duties and functions, from acting in any way to further their private interests or those of a member of their family, or to improperly further another person’s or entity's private interests. Section 9 of the Code prohibits Members from using their position as a Member to influence a decision of another person so as to further their private interests or those of a member of their family, or to improperly further another person’s or entity’s private interests. I determined that Mr. Kent’s request as submitted on October 15, 2018, met the requirements of subsections 27(1) and (2) of the Code. I was therefore required by subsection 27(3.2) to conduct a preliminary review of the request. On October 16, 2018, I forwarded Mr. Kent’s request to Ms. Vandenbeld, informing her that the Code afforded her 30 days to provide me with a response to the request, after which I would have 15 working days to determine whether an inquiry was warranted. On October 18, 2018, I received a letter from Ms. Vandenbeld responding to the concerns raised. On October 31, 2018, I wrote to Ms. Vandenbeld to inform her that, having carefully considered the information before me including her written representations, I had decided that an inquiry was warranted. I dismissed Mr. Kent’s allegations of a contravention under section 8 of the Code on the basis that Ms. Vandenbeld was not performing a parliamentary duty or function in relation to the activities alleged in his request. Since the Code does not define the parliamentary duties and functions referred to in section 8, I took into consideration the Members By-law of the House of Commons’ Board of Internal Economy, which defines a Member’s parliamentary functions as "the duties and activities that relate to the position of Member [. . .], namely, participation in activities relating to the proceedings and work of the House of Commons and activities undertaken in representing his or her constituency or constituents." I also noted that the Members By-law specifically excludes "activities designed, in the context of a federal, provincial, or municipal election, or any other local election, to support or oppose a political party or an individual candidate" from the scope of parliamentary functions. I launched the inquiry based on section 9 in conjunction with section 11, which prohibits Members from attempting to engage in any of the activities prohibited under sections 8 to 10 of the Code. Thus, the purpose of the inquiry would be to determine whether Ms. Vandenbeld had used or attempted to use her position as a Member to influence the decision of voters in Bay Ward in order to further the private interests of her spouse, in contravention of sections 9 and 11 of the Code. I received documents and further written representations from Ms. Vandenbeld on November 21, 2018, and held a first interview with her on December 17, 2018. I also received written representations and additional information from her counsel on December 21 and 24, 2018. I held interviews with two witnesses on January 21, 2019, and received additional information and documents from both these witnesses as well as a third witness on February 5, 2019. Having provided Ms. Vandenbeld with the opportunity to review her transcript, relevant portions of the transcripts of interviews with other witnesses and relevant documents gathered by the Office, I conducted a second interview with her on May 15, 2019. Ms. Vandenbeld was also given an opportunity to comment on a draft of the factual portions of this report (Concerns and Process, Findings of Fact and Ms. Vandenbeld’s Position) before it was finalized. Findings of Fact The purpose of this inquiry was to establish whether Ms. Vandenbeld used or attempted to use her position as the Member of Parliament for Ottawa West–Nepean to influence the decision of voters in Bay Ward during the 2018 Ottawa municipal election campaign so as to further the private interests of her spouse, Mr. Don Dransfield, who was a candidate in the election. Background During her first interview, Ms. Vandenbeld told me that she and Mr. Dransfield met in 2011 through their shared interest in politics and as a result of having both run in elections held that year at the federal and provincial levels. Prior to this, Mr. Dransfield had also run at the municipal level in 2006. Ms. Vandenbeld stated that she has been aware of Mr. Dransfield’s interest in holding elected office ever since they met and that this has always been a common topic of conversation between them. Ms. Vandenbeld and Mr. Dransfield have been married since 2014. During her first interview, Ms. Vandenbeld told me that she and Mr. Dransfield met in 2011 through their shared interest in politics and as a result of having both run in elections held that year at the federal and provincial levels. Prior to this, Mr. Dransfield had also run at the municipal level in 2006. Ms. Vandenbeld stated that she has been aware of Mr. Dransfield’s interest in holding elected office ever since they met and that this has always been a common topic of conversation between them. Ms. Vandenbeld and Mr. Dransfield have been married since 2014. In 2018, a municipal election year in Ontario, candidates had from May 1 to July 27 to file their nomination papers ahead of the October 22 election. In Ottawa, eligible individuals could be nominated as candidates for the office of city councillor in any one of 23 municipal wards. Information for candidates published on the City of Ottawa’s website stated that city councillors hold their office for four years and that the yearly remuneration for the position was $103,610.78 in 2018. Other information on the City’s website shows that councillors also receive benefits as part of their remuneration. Bay Ward consists of the northern half of Ms. Vandenbeld’s federal riding of Ottawa West–Nepean. As a result, Bay Ward’s 28,967 eligible voters in the 2018 election were also Ms. Vandenbeld’s constituents. Having filed his nomination papers to become a candidate for the office of city councillor for Bay Ward on May 11, 2018, Mr. Dransfield was one of five registered candidates appearing on the ballot. In the election result, Mr. Dransfield came in second with 2,104 votes out of a total of 12,059 ballots cast. Mr. Dransfield’s Electoral Campaign Mr. Dransfield ran his campaign from the home he shares with Ms. Vandenbeld in Bay Ward. The first campaign team meeting was called on May 3, 2018, and the campaign was launched publicly at an event held on June 23. Activities undertaken during the campaign included fundraising events, door-to-door canvassing and distribution of promotional materials. Mr. Dransfield also maintained a campaign website as well as Facebook, Twitter and Instagram accounts and a YouTube channel. According to Ms. Vandenbeld, approximately 100 individuals volunteered on Mr. Dransfield’s campaign. Most of the volunteers had only minor involvement, in many cases limited to one or two canvassing sessions, but about 15 to 20 volunteers were significantly more engaged. In addition to canvassing door to door, these volunteers provided support in organizing campaign events and producing campaign materials, called voters to gauge support for the candidate or to offer to install lawn signs on their property, and accompanied Mr. Dransfield to community events. During her first interview, Ms. Vandenbeld told me that Mr. Dransfield’s volunteers were mostly family, friends and people who had volunteered for Mr. Dransfield previously or on her own campaigns. When asked specifically whether members of her staff had volunteered, she stated that three members of her staff had done so, including two who had been "very involved on their own time." At several points in her testimony, Ms. Vandenbeld explained that she was very careful to ensure that her staff members’ activities on Mr. Dransfield’s campaign were only to take place outside of normal working hours in her Hill and constituency offices and that no parliamentary resources of any kind were used for the campaign. She also stressed that the members of her staff who had participated in the campaign had done so voluntarily, out of their interest for political activity and because they knew and supported Mr. Dransfield. I interviewed the two members of Ms. Vandenbeld’s parliamentary staff that appeared to have been the most involved in the campaign, who corroborated Ms. Vandenbeld’s testimony in this regard. According to statements from Ms. Vandenbeld and the two staff members I interviewed, as well as the documentary evidence obtained, all campaign communications, including those between Ms. Vandenbeld and her staff, were conducted via personal email accounts. Ms. Vandenbeld’s Participation in Mr. Dransfield’s Campaign In her written representations and testimony, Ms. Vandenbeld stated that she was involved in many aspects of the campaign, including meetings, public events, door-to-door canvassing sessions and the development of campaign materials. Documents and testimony obtained from witnesses confirmed that Ms. Vandenbeld was a key participant in Mr. Dransfield’s campaign. First campaign meeting According to testimony by one of the members of Ms. Vandenbeld’s parliamentary staff who volunteered on the campaign, Mr. Dransfield telephoned several individuals he thought might be interested in supporting his candidacy in the municipal election, inviting them to take part in an initial campaign meeting. On May 3, 2018, Ms. Vandenbeld sent an email marked "URGENT" in the subject line to nine individuals including three members of her parliamentary staff. The purpose of this email was to put all recipients in contact with each other and inform them that a campaign strategy team meeting would be held that evening. Ms. Vandenbeld also indicated the respective roles of several of the email’s recipients on the campaign team and mentioned that she could not continue to act as campaign manager. During her second interview, Ms. Vandenbeld explained that, as her spouse’s campaign was getting started in early May 2018, she expected her parliamentary duties would prevent her from devoting as much time to the campaign as she might otherwise have wished, though she agreed that she ultimately had played a significant decision-making role throughout the campaign. Fundraising event of May 15 During the month of May 2018, Ms. Vandenbeld travelled twice overseas on parliamentary business. While she was away, she kept in contact with key campaign team members via email. On May 8, 2018, she wrote to three of her staff members to ask them to help Mr. Dransfield and a personal friend—who by then had taken on the role of campaign manager—to organize a campaign fundraising event planned for the following week at a location near Parliament Hill. Later that morning, she sent an email to Mr. Dransfield, the campaign manager, two of her staff members and another individual, in which she outlined an outreach strategy for the event and provided the names of people she suggested could be invited. This list of names included Members of the House of Commons and the Senate, as well as their staff. In the email, Ms. Vandenbeld also indicated that her own staff would "spread the word amongst other staff." During her second interview, Ms. Vandenbeld stated that she had produced this list following a discussion with Mr. Dransfield and that the individuals listed were all people they knew personally, mostly through their respective involvement in politics. She also explained that the downtown location, outside Bay Ward, had been chosen because it is a common venue for that type of event and one that many of the invited individuals frequently attend for networking purposes. Mr. Dransfield’s campaign materials The first promotional materials created in support of Mr. Dransfield’s campaign were a public website containing information about the candidate and his electoral platform, a printed brochure to be distributed to voters and an introductory video that was first shown at the campaign launch and later posted online. The "About" page of Mr. Dransfield’s campaign website consisted of an extensive biography of the candidate. The last paragraph on the page specified Mr. Dransfield’s relationship with Ms. Vandenbeld and the fact that she is the federal Member of Parliament for the area. A photo of Mr. Dransfield and Ms. Vandenbeld together also appeared below the text. During her second interview, Ms. Vandenbeld confirmed that she had drafted the biography. On June 13, 2018, a draft electronic version of the first campaign brochure was circulated by email between campaign team members, then forwarded to Ms. Vandenbeld and Mr. Dransfield. Ms. Vandenbeld wrote back, suggesting to include a photo of Mr. Dransfield and her with the caption "Don lives in Bay Ward with his wife, Anita." In a later email, Ms. Vandenbeld added: "Take out all the captions. The only one with any comment should be the one with me." The final version of the brochure incorporated all of the above suggestions. A second brochure was created near the end of the campaign, in September 2018, and distributed by Canada Post to 18,000 addresses as well as by canvassers. Again at Ms. Vandenbeld’s suggestion, a photo of Mr. Dransfield and her was included with a caption that read "Don with his wife Anita Vandenbeld opening a local festival" in the final printed version. In Mr. Dransfield’s introductory video, which was screened at his June 23, 2018, campaign launch and posted on YouTube the next day, several individuals were shown speaking about the candidate. Three of these individuals were identified with onscreen text, including Ms. Vandenbeld as "Don’s wife Anita." At various points in the video, Ms. Vandenbeld is shown speaking about her spouse’s character and his experiences and abilities, but no mention is made in the video of Ms. Vandenbeld’s position as a Member of Parliament. Mr. Dransfield is also heard talking about how he often attends community events "with Anita" over a quick succession of some 20 pictures of him at such events, about half of which also feature Ms. Vandenbeld. These pictures were gathered from one of Ms. Vandenbeld’s social media accounts, at her request, by two members of her staff. Ms. Vandenbeld explained during her first interview that after this introductory video had been produced, the leftover footage of various individuals speaking about Mr. Dransfield was also deemed valuable. It was edited into 23 short testimonial videos, which were posted on Mr. Dransfield’s YouTube channel on July 22, 2018. Ms. Vandenbeld’s full name and a statement of her relationship with Mr. Dransfield appeared in the title of the three such videos that feature her, but there was no mention of her position as a Member of Parliament. In two of the videos, Ms. Vandenbeld referred to Mr. Dransfield’s support during her own political campaign and her work as a federal politician, but she made no mention of her title. Campaign launch According to documents obtained in the course of the inquiry, a decision was taken in early June to hold a public campaign launch event on June 23, 2018. A planning meeting for this event occurred on June 9, 2018. On June 19, 2018, Ms. Vandenbeld sent a private message on Twitter to a CTV journalist about the launch. The next day, the campaign manager sent Ms. Vandenbeld and Mr. Dransfield a draft media advisory announcing the upcoming launch. In this media advisory, details of the event were followed by four short paragraphs about the candidate, the last of which stated: "He lives in Bay Ward with his wife, Anita Vandenbeld, who is the federal MP for the area." Ms. Vandenbeld passed the text on to a volunteer translator without making any changes. On June 22, 2018, Ms. Vandenbeld sent the media advisory to 469 recipients through Mr. Dransfield’s campaign email account. The event was held the next day at a restaurant located in Bay Ward and was attended by approximately 150 individuals. The event featured several speakers including Ms. Vandenbeld, who introduced Mr. Dransfield. Following the launch, a press release was issued on Mr. Dransfield’s campaign website. This included a paragraph on Ms. Vandenbeld’s introduction of Mr. Dransfield, mentioning their relationship and her position as the area’s Member of Parliament. The press release’s closing paragraph listed "notable community leaders" who had attended the event, including leaders of charitable and community organizations and a Member of Parliament for a neighbouring riding. During her first interview, Ms. Vandenbeld mentioned that she had drafted the press release. Posting on social media Ms. Vandenbeld maintains three public social media accounts—on Facebook, Twitter and Instagram—in relation to her role as a Member of Parliament. The landing page for each of these accounts displays her full name and title as well as a link to her Member of Parliament’s website (AnitaMP.ca). This website, which is paid for with her Member’s Office Budget and maintained by her parliamentary staff, does not link back to any of Ms. Vandenbeld’s social media accounts. Testimony from Ms. Vandenbeld and from a member of her staff indicated that social media platforms are the primary vehicles for communication with constituents rather than the AnitaMP.ca website, which is not kept up to date as diligently. While testimony also indicated that members of Ms. Vandenbeld’s staff post on her behalf on Facebook and Instagram, she clarified during her second interview that her social media accounts are political partisan platforms rather than parliamentary ones, and that her staff would only post on their own time, outside of office hours, unless the post concerned a parliamentary event. On June 24, 2018, the day following the campaign launch, Ms. Vandenbeld reposted on her Facebook account two of Mr. Dransfield’s own posts, one consisting of a series of photos of the previous day’s event, and the other, Mr. Dransfield’s introductory video that was screened during the launch. Each of these reposts were introduced with Ms. Vandenbeld’s own comment, which mentioned, in both cases, her relationship with Mr. Dransfield and the fact that he was a municipal candidate in Bay Ward.Ms. Vandenbeld also made three posts relating to the campaign on her Twitter account. On June 23, 2018, she tweeted an invitation to attend her spouse’s municipal campaign launch for Bay Ward. On July 27, 2018, she tweeted again about her spouse’s candidacy and provided a link to one of the three videos of her that Mr. Dransfield had posted on his YouTube channel five days earlier, tagging the Twitter handles of three local media outlets (@ottawastart, @OttawaCitizen and @ottawasuncom). This tweet also had a picture of Ms. Vandenbeld and Mr. Dransfield standing together at the podium during the candidate’s campaign launch. Finally, on August 23, 2018, Ms. Vandenbeld tweeted a picture of herself putting up the first lawn sign for her spouse. Again, the tweet mentioned her relationship with Mr. Dransfield and his candidacy in Bay Ward. Ms. Vandenbeld testified that she made all five social media posts herself. Canvassing During her first interview, Ms. Vandenbeld stated that Mr. Dransfield’s campaign was focused mainly on door-to-door canvassing. In her written representations of November 21, 2018, Ms. Vandenbeld provided five dates in late August and late September on which she had gone canvassing door to door with Mr. Dransfield. In her testimony, she further explained that there were seven or eight specific individuals she wanted to introduce Mr. Dransfield to and whose house they drove to for that purpose, and that she did not normally canvass in this manner with Mr. Dransfield. Ms. Vandenbeld stated that when she did canvass with Mr. Dransfield, she would usually be recognized as the local Member of Parliament by the people who answered the door. She found this made it somewhat challenging to then shift the focus to her spouse’s candidacy, and this was one of the reasons why she did not do it very much. Ms. Vandenbeld also stated that when the person answering the door did not recognize her, she did not mention her title and simply introduced the candidate. A member of Ms. Vandenbeld’s staff who was present on one occasion where she and Mr. Dransfield were canvassing together testified that Ms. Vandenbeld usually did mention her position as Member of Parliament in introducing her spouse to voters. When this testimony was put to Ms. Vandenbeld, she stated that this may have been the case for a handful of doors at the beginning of that session, but that afterwards they had continued canvassing on the same street rather than side by side. Letter to voters The materials distributed by Mr. Dransfield and his canvassers in the final weeks of the campaign included the candidate’s second campaign brochure and a letter to voters signed by Ms. Vandenbeld, which was translated by volunteers into French, Arabic and Somali. According to documents obtained in the course of the inquiry, Ms. Vandenbeld sent an email to core members of the campaign team on August 30, 2018, to get their opinion on an invitation to a meeting with a few community members in order to discuss ways to reach out to certain segments of the population and certain neighbourhoods in Bay Ward. On September 1, 2018, the invitation to the meeting to be held three days later was sent out to campaign team members and several others. This email explained that Mr. Dransfield wanted to reach out to certain categories of voters and wished to obtain input from community members on how best to do so. On September 10, 2018, Ms. Vandenbeld circulated a draft of her letter to voters to some of the individuals who had been invited to the meeting to request their thoughts on the document. In the transmission email, Ms. Vandenbeld described the attached document as a letter from her to be translated into several languages that could be distributed during weekend and evening blitzes in certain neighbourhoods, including the ones mentioned in the meeting invitation. Ms. Vandenbeld also mentioned that voter data could be gathered at the same time. In the draft letter that was circulated, Ms. Vandenbeld’s signature at the bottom of the letter included a full mention of her position as the Member of Parliament for Ottawa West–Nepean, which the campaign team decided to omit from the final version. In the end, this mention was absent from the English and French versions but did make its way into the Arabic and Somali versions. In her second interview, Ms. Vandenbeld explained this was done inadvertently, presumably because an earlier version was provided to the volunteer translators. In the afternoon of September 19, 2018, in an email marked "Urgent," Ms. Vandenbeld asked one of her staff members to arrange with the printing company to have the four-language versions of the letter printed and ready for pickup the next day. The staff member contacted the company at 5:28 p.m. that day. In her first interview, Ms. Vandenbeld stated that the letter was first distributed by canvassers during the weekend of September 29 and 30, 2018. Ms. Vandenbeld provided me with a copy of all four versions of her letter to voters. The letter’s header featured a photo of Ms. Vandenbeld and Mr. Dransfield together and the candidate’s logo. The first few paragraphs of the one-page letter read as follows: Dear Neighbour, As your federal Liberal Member of Parliament, I know how important it is to listen to the people of our community in government decision-making, to be accessible to people and to help people in every way that I can. It is important to have that kind of political leader at all levels of government. I need a strong municipal counterpart who will partner with other levels of government, with community associations, non-profit groups and small businesses to make our community one where everyone can succeed. That is why I am asking you to support my husband, Don Dransfield, who is running for City Council in the municipal election. [Emphasis in original] In her written representations, Ms. Vandenbeld explained that the purpose of this letter to voters signed in her name was to counter a misinformation campaign by one of Mr. Dransfield’s opponents in the municipal election. According to Ms. Vandenbeld, this candidate was claiming to have her support and was telling this to voters, especially non-English speakers, in parts of the ward where she enjoys wide support. The letter was therefore intended to provide these voters with the correct information. Ms. Vandenbeld reiterated this explanation of the letter’s purpose in her first interview and added that she had also canvassed with Mr. Dransfield on two dates in late September, specifically to counter this misinformation. Ms. Vandenbeld also indicated to me in her written representations and testimony that the letter was intended to be distributed in areas where she knew she had strong support. One of the staff members I interviewed testified that he had been instructed to distribute the letter when canvassing in certain communities and had only found out after the fact about the letter’s purpose being to counter misinformation. The other staff member brought up the explanation of a response to misinformation in testifying about the letter. He stated having heard from certain volunteers that they had been told that some of Mr. Dransfield’s opponents were claiming to have the support of Ms. Vandenbeld. He recalled one meeting where ways to address this situation were discussed and stated that the letter was a result of this. During her second interview, Ms. Vandenbeld stated that one or both of these staff members may have reviewed her written representations to me of November 21, 2018, in order to check their factual accuracy. In these representations, she mentioned that her letter to voters was created and distributed to counter a misinformation campaign conducted by Mr. Dransfield’s opponent. The documents submitted by witnesses contained no mention of, or reference to, misinformation of any sort on the part of any of Mr. Dransfield’s opponents. When this fact was put to Ms. Vandenbeld during her second interview, she explained that the situation would only have been discussed orally with volunteers on Mr. Dransfield’s campaign. She also insisted that there were numerous reports of such misinformation and that the effort appeared to be widespread. Recording of an interactive voice response message According to documents obtained during the inquiry, on September 15, 2018, the campaign manager planned for Mr. Dransfield and Ms. Vandenbeld to meet with a communications consultant he knew who could arrange a robocall or an interactive voice response (IVR) call and provide advice on what would be best. Unlike a robocall, an IVR call offers the possibility of obtaining voter data by enabling the call’s recipients to key in options or leave a message at the end of the call. On September 18, 2018, the campaign manager wrote a text message to Ms. Vandenbeld to update her on a follow-up conversation he had with the consultant, including about the cost and the list of phone numbers to be called. The campaign manager also relayed the consultant’s advice to start the recorded message with "Hi, this is Anita Vandenbeld, your Member of Parliament" so that fewer people would hang up. In response to that text message, Ms. Vandenbeld replied, "Yes perfect thanks." In her second interview, Ms. Vandenbeld stated that, by that time, she had already decided how she would identify herself in the recorded message. Over the following days, Ms. Vandenbeld and Mr. Dransfield’s campaign manager discussed the list of telephone numbers to be called, whether to go ahead with a simple robocall or an IVR call and the issue of when the call should be issued. Seeking again the advice of the consultant arranging the call, the campaign manager described the purpose of the call in the following way: "As I mentioned to you the real goal of this exercise is getting the word out that Don is Anita’s husband and encouraging folks to vote for him." Ms. Vandenbeld met with the campaign manager to work on the script and record the message on September 27, 2018. She testified in her first interview that she wrote the text of the recorded message herself, having discussed its content with Mr. Dransfield and the campaign manager. With respect to the reason why she identified herself at the beginning of the message, she stated that she was told she didn’t need to do so, but she wanted to go beyond what is required in the context of municipal elections by ensuring the IVR call conformed to the CRTC’s rules that she follows when she makes such calls in relation to her role as a Member of Parliament. On October 9, 2018, starting at about 4:30 p.m., the IVR call was made to 12,471 telephone numbers. The following is a transcript of the beginning of the minute-long recorded message: I’m Anita Vandenbeld and today I’m calling to ask you to vote for my husband, Don Dransfield, for City Council. [Contact information omitted] As your federal MP, I’m looking for a municipal counterpart who’s going to fight as hard for the people of our community as I do. Ms. Vandenbeld then delivers several of the key points of Mr. Dransfield’s campaign, and at the end of the message, prompts recipients of the call to press "1" to indicate support for the candidate or "2" to request a sign. Ms. Vandenbeld stated that, having been contacted by the media about the IVR call, she had provided a copy of the recorded message in order to be transparent. Starting on October 11, 2018, the IVR call was the subject of various reports in local media, including some that mentioned a potential breach of the Conflict of Interest Code for Members of the House of Commons. The next day, Ms. Vandenbeld contacted our Office to obtain advice on how to proceed given the media attention regarding her support of her spouse’s municipal campaign. That same day, I advised her to cease her activities on the campaign. In her written representations and first interview, Ms. Vandenbeld confirmed that she immediately ceased all campaigning activities outside her home and sent the remaining copies of her letter to voters for recycling. She also asked the campaign volunteers who are members of her staff not to volunteer on voting day. During her first interview, Ms. Vandenbeld first stated that the purpose of her IVR call was to inform voters in Bay Ward of her political views and preferred candidate in the election and to obtain voter data. However, she subsequently added that, in her view, the urgency to place the call really came from the fact that they were realizing that there were many Liberals who supported her who thought that she was supporting another candidate. One of Ms. Vandenbeld’s staff members also told me in his interview that the IVR call, like the letter, was put out in reaction to misinformation from another candidate in the election. Endorsements on Mr. Dransfield’s Campaign Various documents obtained over the course of the inquiry suggested that endorsements were an important consideration in Mr. Dransfield’s campaign. In a text message exchange with Ms. Vandenbeld about the press release following the campaign launch, the campaign manager expressed that the final paragraph listing notable community members showed journalists that Mr. Dransfield was "a serious candidate." Ms. Vandenbeld and the campaign manager also discussed several times the possibility of obtaining or turning down endorsements by several local politicians. This was also briefly mentioned during her first interview. In her representations to me, Ms. Vandenbeld acknowledged unreservedly that she publicly campaigned for and endorsed Mr. Dransfield. During her second interview, Ms. Vandenbeld stated that she views endorsements as a way of conveying information to voters about a candidate by letting them make an association with another person they might be more familiar with. Ms. Vandenbeld also explained that in Mr. Dransfield’s campaign, strategic decisions were made concerning possible endorsements in consideration of the estimated public support for the potential endorser and how likely the endorsement would help the candidate obtain votes. Ms. Vandenbeld further noted that there would be no way of knowing precisely what effect an endorsement might have in voters’ minds given that many other factors come into play and, ultimately, the ballot is secret. Ms. Vandenbeld's position Ms. Vandenbeld admits freely that she endorsed and campaigned for her spouse during the 2018 municipal election in Ottawa. Her position is that, when she carried out these political activities, she did not contravene sections 9 and 11 of the Conflict of Interest Code for Members of the House of Commons (Code). She adds that she was very careful to ensure that she did not use any parliamentary resources and notes a lack of guidance from the Office regarding a Member’s participation in campaigning activities. She further notes that she ceased her participation in all campaign activities upon seeking and receiving my advice in that regard on October 12, 2018. In her view, running for public office is not a "private interest" that can be furthered within the meaning of the Code. Candidates do not seek public office for financial gain but do so as a personal calling for the betterment of society. Spouses campaign with one another not to advance private interests but because they share political values and ideals and can also attest to one another’s character. Ms. Vandenbeld submits that if the remuneration or other financial benefits associated with a position of public office were considered private interests within the meaning of subsection 3(2) of the Code, such an interpretation would be highly problematic as a Member’s endorsement of a spouse in their bid for public office would contravene the Code only in cases where there would be a resulting increase in income, and not where the spouse’s income would decrease. She adds that if income is considered when determining whether private interests have been furthered under the Code, consideration should then be given to any opportunity cost incurred by those who obtain public office. With respect to sections 9 and 11 of the Code, Ms. Vandenbeld’s counsel submits that these sections prevent a Member from using their office to seek a discernable benefit from an action or inaction taken by the Member and that there must be a discernable cause and effect that flows from the decision that was influenced by the Member. In a municipal election, the vote is secret and because of that, Ms. Vandenbeld could not discern if her request influenced voters in a manner that could benefit her spouse. Counsel also submits that the physical act of casting a ballot is not a decision within the meaning of sections 9 and 11 of the Code, but rather the mechanism through which a constitutional right is exercised by an elector. Counsel further submits that Ms. Vandenbeld did not invoke her title to attempt to influence voters but did so rather to ensure voters had as much information as possible about the identity of their candidate as well as her own as Mr. Dransfield’s spouse. Counsel adds that there were no guarantees, when that information was shared with voters, that it would engender support for her spouse. Counsel also submits that some campaigners invoked Ms. Vandenbeld’s name, title and reputation to further their own campaign and that Ms. Vandenbeld should be able to identify herself in order to respond to any misinformation or to correct the record. Counsel also submits that any interpretation of the Code must reflect values set out in the Canadian Charter of Rights and Freedoms (Charter). Free speech is at the heart of a political activity to ensure that all voices can be heard in the electoral process. Counsel submits that Ms. Vandenbeld has a right to support the individual who she believes is the best candidate for election in Bay Ward. Her freedom of speech protects her ability to make such an endorsement. The fact that the candidate in question happened to be her spouse is secondary to the constitutional protections she enjoys as a citizen. Counsel submits that the vote itself is also a right that enjoys constitutional consideration. Relying on a decision by the Supreme Court of Canada, counsel submits that the principles enumerated by the Court in respect of section 3 of the Charter have been extended to other facets of elections, and to electoral events other than federal and provincial elections. According to counsel, the Court noted that section 3 should be understood with a reference to each citizen to play a meaningful role in the electoral process. Counsel is of the view that limiting the ability of Members of Parliament to campaign would constrain the rights of other citizens to be informed, not to mention the section 3 Charter rights of the Members themselves. Ms. Vandenbeld submits that if I determine that any of her activities constituted a contravention of the Code, then it was based on a good-faith misunderstanding of what is considered a private interest within the meaning of the Code, and she would follow any recommendations or instructions I may have. Analysis and Conclusions The purpose of this inquiry was to determine whether Ms. Vandenbeld contravened section 9 or 11 of the Conflict of Interest Code for Members of the House of Commons by using or attempting to use her position as a Member of the House of Commons to influence the decision of voters in Bay Ward so as to further the private interests of her spouse. Sections 9 and 11 of the Code Section 9 of the Code prohibits Members from using their position as a Member to influence a decision of another person so as to further their private interests, those of a member of their family, or to improperly further another person’s or entity’s private interests. It reads as follows: 9. A Member shall not use his or her position as a Member to influence a decision of another person so as to further the Member’s private interests or those of a member of his or her family, or to improperly further another person’s or entity’s private interests. Under the Code’s interpretative subsection 3(4), a Member’s spouse is considered to be a member of their family. Section 11 of the Code prohibits Members from attempting to engage in any of the activities prohibited under sections 8 to 10 of the Code. The purpose of section 11 is described in the Fortieth Report of the Standing Committee on Procedure and House Affairs, which was presented to the House of Commons on July 13, 2003. This report was the result of the Committee’s study of a parliamentary ethics initiative to include in the Standing Orders of the House of Commons a conflict of interest code for Members based on the Milliken-Oliver report of 1997. In its report, the Committee wrote that section 11 was meant to address situations where a Member’s actions did not succeed in furthering private interests. The relevant excerpt of the report reads as follows: Attempts (section 11) 31. In addition to the requirement regarding disclosure and declaration of private interests, the Code contains key rules against furthering private interests, using influence, and using insider information. The way the Code was originally drafted, a Member would need to have succeeded in doing any of the prohibited acts before contravening the rules. We feel that this creates a significant loophole. Moreover, it was not the way that the Milliken-Oliver report conceived the rules. We therefore recommend that Members also be prohibited from attempting to violate such core rules. Section 11 therefore serves to bring within the scope of the Code any actions intended to further private interests, regardless of their result. The Existence of a Private Interest Ms. Vandenbeld’s position is based on the notion that seeking public office is a public interest and that, as a result, no action she took to support her spouse’s campaign could be considered furthering private interests under the Code. Therefore, the first issue I must address is whether or not any private interests are engaged in this case. While the Code does not define private interests, it does, at subsection 3(2), identify the circumstances in which a Member’s actions are considered to further a person’s private interests for the purposes of the Code. Also, at subsection 3(3), it specifies certain circumstances in which a Member’s actions are not considered to further a person’s private interests. Subsections 3(2) and 3(3) read as follows: 3. (2) Subject to subsection (3), a Member is considered to further a person’s private interests, including his or her own private interests, when the Member’s actions result, directly or indirectly, in any of the followingan increase in, or the preservation of, the value of the person’s assets;the extinguishment, or reduction in the amount, of the person’s liabilities;the acquisition of a financial interest by the person;an increase in the person’s income from a source referred to in subsection 21(2);the person becoming a director or officer in a corporation, association or trade union; andthe person becoming a partner in a partnership.3. (3) For the purpose of this Code, a Member is not considered to further his or her own private interests or the interests of another person if the matter in questionis of general application;affects the Member or the other person as one of a broad class of the public;(b.1) consists of being a party to a legal action relating to actions of the Member as a Member of Parliament; or(c) concerns the remuneration or benefits of the Member as provided under an Act of Parliament. Considering subsection 3(2) above, the Code appears to be concerned in particular with private interests of a largely pecuniary nature. The Code also sets out a disclosure regime with respect to the private interests of Members and their family. Section 20 provides that each Member, when elected to the House of Commons, must provide to the Commissioner "a full statement of the Member’s private interests and the private interests of the members of the Member’s family" containing the information listed under subsection 21(1). These private interests are identical to those referred to in subsection 3(2), which is meant to capture any change to such private interests resulting, directly or indirectly, from a Member’s actions. Under paragraph 21(1)(b), Members must state the amount of any income greater than $1,000 and indicate the source of this income, namely the employer, the party with whom a contract is made or the business or profession the income arises from. In my view, remunerated provincial and municipal public offices must be captured as private interests under this provision of the Code. In fact, the only interest attached to an income that is specifically excluded from consideration under the Code at subsection 3(3) has to do with the remuneration and benefits of Members as provided under an Act of Parliament. The other private interests not considered are those that relate to matters of general application or that affect the Member as one of a broad class of the public. I recognize, as submitted by Ms. Vandenbeld, that there are public interests engaged in the context of an election campaign. For example, there are public interests in having qualified candidates run for public office or in ensuring voters are well informed about the electoral process, the issues and the candidates. There are, however, also private interests involved, some of which belong to each individual who seeks the particular elected public office. The position of city councillor for Bay Ward, with its six-figure annual salary and other benefits over a four-year term, clearly constitutes a private interest. Ms. Vandenbeld also took the position that, if I find that an elected public office can give rise to a private interest because of the remuneration attached to it, then I must consider any opportunity costs incurred in determining whether her spouse’s income would have increased overall should he have obtained public office. She further noted that this would be very difficult to determine and that, in any case, such a consideration would be problematic since it would mean the Code applies differently according to a person’s existing income. In my view, what is relevant under paragraph 3(2)(d) is the individual’s existing and potential entitlement to income only from the particular source at issue. Thus, an increase in income from a source would include any new entitlement resulting from being elected to a public office or obtaining a new contract. Also captured is a change to an existing entitlement or a renewed entitlement where a previous one is extinguished as in the case of a re-election or the renewal of a contract. In light of the above, and given that none of the circumstances set out in subsection 3(3) apply, I find that Ms. Vandenbeld’s spouse had private interests that could be furthered when he sought to be elected to city council. Ms. Vandenbeld’s Use of Her Position I must now determine whether Ms. Vandenbeld’s actions undertaken in endorsing her spouse’s candidacy constituted a use of her position as a Member of the House of Commons. While Ms. Vandenbeld fully admitted all aspects of her participation in her spouse’s municipal campaign, she and her counsel submit that any mention of her position as a Member of Parliament was simply intended to articulate her identity by providing a statement of her resume, by indicating her political preference and by ensuring that voters had information they needed to cast an informed ballot, i.e. that she was Mr. Dransfield’s spouse, that she supported him and that she was the local sitting Member of Parliament. Accepting that this may have been one of Ms. Vandenbeld’s purposes, I find that the evidence, including Ms. Vandenbeld’s own testimony, also showed that the campaign placed a value on "endorsements" from certain individuals based on their visibility and perceived level of support. As such, Ms. Vandenbeld’s endorsement as the local sitting Member of Parliament was perceived by the campaign to be valuable. Furthermore, the documentary evidence revealed a campaign strategy aimed at using Ms. Vandenbeld’s position as a Member of the House of Commons to communicate with voters, who are also her constituents, in order to convey a positive endorsement of her spouse as a serious candidate so as to increase his chances of being elected. Ms. Vandenbeld used her position as a Member when she endorsed her spouse’s bid for public office in the letter to voters she drafted in September 2018. In the letter, she not only referred to her title ("as your federal Liberal Member of Parliament"), but also described why it would be relevant to voters to hear from her in her capacity as a Member about a municipal candidate, including how it would be beneficial for her to have a "strong municipal counterpart," and that these were the reasons why she was asking voters to support her spouse. It is also clear that Ms. Vandenbeld used her position as a Member when she endorsed her spouse in the IVR call to voters made in October 2018. According to documents, Ms. Vandenbeld was advised to mention her title at the beginning of the call so that people would be less likely to hang up the call. While she did not exactly follow this advice, she did nonetheless mention her title as Member of Parliament early on in the message to frame her statements about the candidate as coming from the perspective of the Member in the same way she had done in her letter. Ms. Vandenbeld told me that her position as the local Member of Parliament came up frequently when she canvassed with or on behalf of her spouse. In many cases, this was because she was recognized by the residents who answered their door, but she also admitted that there may have been times where she had referenced her title in introducing herself and the candidate. I find that when she did so, she effectively used her position as a Member to facilitate the promotion of her spouse’s candidacy. Ms. Vandenbeld acknowledged that in the end, she found the strategy to be ineffective because having captured the attention as the Member of Parliament made it difficult to then move on to the subject of her spouse’s candidacy. In explaining why she had used her title in the context of her spouse’s campaign, Ms. Vandenbeld referred to a campaign of misinformation being conducted by Mr. Dransfield’s opponents, who allegedly were stating that they had the support of the local sitting Member of Parliament. This required Ms. Vandenbeld to "correct the record" by putting out a letter to voters, being present at canvassing sessions in the ward and recording her IVR message. The documentary evidence and the testimony of one member of Ms. Vandenbeld’s parliamentary staff suggested instead that the letter was created as a tool to reach certain segments of voters in areas where she knew she had strong support. Regarding the IVR call, the evidence showed it was a planned element in the campaign strategy rather than a measure taken in reaction to a particular situation. Whatever the motivation for writing a letter to voters and recording an IVR message, in my view, the purpose of Ms. Vandenbeld’s actions was the same in either case, and this was to ensure that voters made the connection between the candidacy of her spouse and an endorsement by the local Member of Parliament. The evidence also showed that Ms. Vandenbeld used two of her social media platforms to promote her spouse’s bid for public office. She did not mention her position as a Member of Parliament in these posts, but the landing page for both of these accounts identify her as the Member of Parliament for Ottawa West–Nepean. Ms. Vandenbeld testified that she uses social media primarily for partisan purposes and that these are not parliamentary accounts. I am of the view that this may not be so clear to members of the public who visit or follow these accounts. In addition to mentioning the Member’s title, these accounts not only link to the Member’s website and contain many posts relating to her role as a Member, but Ms. Vandenbeld’s staff also direct constituents to these accounts for parliamentary purposes. Considering how common it is for institutions and public officials to have official social media accounts, I am concerned that members of the public could reasonably mistake a Member’s partisan account for a parliamentary one and would caution Members to be mindful of this when deciding what materials to post on such accounts. Weighing all of the evidence, I can only conclude that Ms. Vandenbeld used her position as a Member of the House of Commons to endorse her spouse in a manner intended to give weight and credibility to his candidacy. Influencing a Decision of Another Person Finally, I must turn to the question of whether there was a decision to be influenced in this matter. Ms. Vandenbeld’s counsel submitted that the physical act of casting a ballot is not a decision within the meaning of sections 9 and 11 of the Code, but rather the mechanism through which a constitutional right is exercised by an elector. The position of city councillor is an elected public office. The only way to obtain this position is by entering oneself as a candidate and, in the case of a contested election, persuading a sufficient number of voters to cast a ballot in one’s favour. Thus, all activities undertaken in an election campaign have as an overarching purpose to influence a decision to be taken by each individual voter. While the act of casting a ballot simply represents the exercise of a decision, I am of the view that each voter indeed does have a decision to make as to which candidate they will cast their vote for. In light of the above, I find that Ms. Vandenbeld, in taking part in her spouse’s municipal campaign, sought to influence the decision to be made by voters in Bay Ward. Counsel’s Submissions Concerning the Charter Counsel’s position is that the Code should not be interpreted in a manner that unduly constrains a Member’s ability to participate in election campaigns. Parliament has exclusive jurisdiction to regulate its internal affairs and deal with complaints within its privileged sphere of activity, including over the conduct of its Members. It has done so through the Standing Orders of the House of Commons, which include the Code, and the Members By-law. As noted earlier in the Concerns and Process section of this report, the Members By-law specifically prohibits the use of parliamentary resources for non-parliamentary functions, which include "activities designed, in the context of a federal, provincial, or municipal election, or any other local election, to support or oppose a political party or an individual candidate." If it is improper to use parliamentary resources for the purpose of endorsing or supporting a political party or individual candidate, the logical conclusion to be drawn in my view is that using one’s position as a Member of Parliament for that purpose is also improper. In my view, the Code does not encroach in any way on Members’ participation in election campaigns as long as they do so without using their position as Members. As such, they may endorse candidates, but only in their private or partisan capacity. In this case, Ms. Vandenbeld was able to participate in a meaningful way as a private citizen wishing to support her spouse’s candidacy in an election. She was a key organizer and decision maker on the campaign team, she appeared in videos and other campaign materials as the candidate’s spouse, and she leveraged her personal network of contacts for the benefit of the campaign. These types of activities on their own would have raised no concerns under the Code. Conclusions Section 9 Ms. Vandenbeld’s spouse was ultimately not elected to public office. Consequently, Ms. Vandenbeld’s actions in support of her spouse did not actually result in furthering his private interests. I find that, since no private interests were furthered, Ms. Vandenbeld did not contravene section 9 of the Code. Section 11 Section 11 of the Code extends the prohibitions contained in sections 8 to 10 against furthering private interests to activities conducted with that purpose, regardless of their result. While Ms. Vandenbeld’s actions did not produce the result that was intended, the inquiry has shown that she did nonetheless attempt to use her position as a Member of the House of Commons to influence the decision of voters in Bay Ward to further the private interests of her spouse, an activity prohibited by section 9. Therefore, I find that Ms. Vandenbeld contravened section 11 of the Code. Sanction Pursuant to subsection 28(5) of the Code, where a Member has not complied with the Code, the Commissioner may find that there were mitigating circumstances. The subsection reads as follows: 28. (5) If the Commissioner concludes that a Member has not complied with an obligation under this Code but that the Member took all reasonable measures to prevent the non-compliance, or that the non-compliance was trivial or occurred through inadvertence or an error in judgment made in good faith, the Commissioner shall so state in the report and may recommend that no sanction be imposed. While I have determined that Ms. Vandenbeld has not complied with her obligations under section 11 of the Code, I have concluded, for the reasons set out below, that the non-compliance occurred through an error in judgment made in good faith. It was apparent to me from the documentary evidence and from my two interviews with Ms. Vandenbeld that she had made significant efforts to comply with the rules she had considered. She ensured that no parliamentary resources were used in support of her spouse’s campaign and made efforts to establish boundaries for her and her staff when volunteering on her spouse’s campaign in accordance with the Members By-law. She expressed a sincere belief that running for public office did not engage private interests that could be furthered within the meaning of the Code. Additionally, in October 2018, when questions arose about her participation on her spouse’s campaign, Ms. Vandenbeld sought my advice and immediately stopped all of her campaign activities when she obtained it. I therefore recommend that no sanction be imposed. Schedule: List of witnesses The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this inquiry. Interviews Office of Ms. Anita Vandenbeld, Member of Parliament for Ottawa West–Nepean Mr. Franklin Rodriguez, Case ManagerMr. Fawzi Ghosn, Executive Assistant Information and Documents Requested Mr. Kevin Bosch, in his capacity as campaign manager for Mr. Don Dransfield

Report on former Assistant Chief Commissioner and Acting Chief Commissioner, Canadian Grain Commission for taking improper advantage of relationships, knowledge and expertise acquired while in public office to assist a new employer; making representations to the Canadian Grain Commission during the cooling-off period. Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c. 9, s. 2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons or, as is the case with this examination, on his own initiative. When an examination is conducted on the Commissioner's own initiative, unless the examination is discontinued, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act (Act) of the conduct of Mr. Jim Smolik, a former Assistant Chief Commissioner and Acting Chief Commissioner of the Canadian Grain Commission (Commission). I sought to determine whether Mr. Smolik contravened his post-employment obligations under the Act when he engaged in several interactions with the Commission on behalf of his new employer, Cargill Limited (Cargill). Mr. Smolik left the Commission in November 2016 and joined Cargill as Head of Corporate Affairs Canada. During this time, Cargill was facing potentially significant fines under Ontario's Environmental Protection Act for dust emissions at its Sarnia, Ontario, terminal, and urgently needed a favourable decision from the Commission to apply white mineral oil to grain at that terminal. The examination focused on section 33 and subsection 35(2) of the Act. Section 33 prohibits former public office holders from acting in such a manner as to take improper advantage of their previous office. This rule applies for an indefinite period. The evidence showed that Mr. Smolik, within a few weeks after leaving public office, engaged in a series of actions aimed at helping Cargill resolve the dust emission issue at its Sarnia terminal. He exploited his previously established Commission relationships by obtaining internal Commission notes concerning grain dust suppression which he shared with his employer. He also used social interactions with Commission staff to facilitate official interactions between himself or Cargill and the Commission. In addition, Mr. Smolik exploited the knowledge and expertise he had acquired as Assistant Chief Commissioner and Acting Chief Commissioner in advising Cargill colleagues on how to navigate Commission processes in order to obtain a timely and favourable decision in relation to its Sarnia terminal issues. In my view, Mr. Smolik exploited the relationships he had established and the knowledge and expertise he had gained as Assistant Chief Commissioner and Acting Chief Commissioner of the Commission. In so doing, Mr. Smolik acted in a manner that clearly took improper advantage of his previous positions at the Commission. I therefore found that he contravened section 33 of the Act. Subsection 35(2) prohibits former reporting public office holders from making representations for or on behalf of any other person or entity to any department, organization, board, commissioner or tribunal with which they had direct and significant official dealings during their last year in public office. For Mr. Smolik, this rule applied for a cooling-off period of one year following his last day in office. The term representation in subsection 35(2) includes communications made with a view to influencing official decisions, opinions or actions. As Assistant Chief Commissioner and Acting Chief Commissioner of the Commission, there is no doubt that Mr. Smolik had direct and significant official dealings with the Commission during his last year in public office, from November 2015 to November 2016. Furthermore, the evidence showed that Cargill's July 2017 application, submitted by Mr. Smolik, was a communication made by him to the Commission with a view to influencing a decision or action on the part of the commissioners, namely the granting of an order to exempt Cargill from the prohibition against the use of white mineral oil at its Sarnia terminal. I therefore found that Mr. Smolik contravened subsection 35(2) of the Act. Concerns and Process On June 21, 2017, the Office of the Conflict of Interest and Ethics Commissioner (Office) received information from a member of the public in relation to the post-employment activities of Mr. Jim Smolik, a former Assistant Chief Commissioner and Acting Chief Commissioner of the Canadian Grain Commission (Commission). According to the information provided, shortly after Mr. Smolik left the Commission in November 2016, he allegedly engaged in several official interactions with Commission staff on behalf of his new employer, Cargill Limited. The complainant asked the Office to examine whether Mr. Smolik contravened any of his post-employment obligations under the Conflict of Interest Act (Act). After a review of the information, Ms. Mary Dawson, former Conflict of Interest and Ethics Commissioner, determined that she had reason to believe that Mr. Smolik may have contravened his post-employment obligations under the Act. On September 15, 2017, Ms. Dawson wrote to Mr. Smolik advising him that she was commencing an examination on her own initiative under subsection 45(1) of the Act to determine whether he had contravened section 33 and subsection 35(2) of the Act. Section 33 of the Act prohibits a former public office holder from acting in such a manner as to take improper advantage of his or her previous public office. Subsection 35(2) of the Act prohibits a former reporting public office holder from making representations, whether for remuneration or not, for or on behalf of any other person or entity to any department, organization, board, commission or tribunal with which he or she had direct and significant official dealings during the period of one year immediately before his or her last day in office. On November 7, 2017, Mr. Smolik replied to Ms. Dawson's letter dated September 15, 2017, providing the Office with a detailed response setting out factual information, along with supporting documents and a memorandum of law from his counsel. On January 9, 2018, I began my mandate as Conflict of Interest and Ethics Commissioner. After considering the information relating to this matter, I determined that the examination should proceed and the Office notified Mr. Smolik of my decision on January 16, 2018. I conducted a first interview with Mr. Smolik on March 15, 2018. I received additional information from Mr. Smolik on June 15, 2018, and on August 15, 2018. I also sought documentary evidence from two additional witnesses. On December 4, 2018, I conducted a second interview with Mr. Smolik. He was given an opportunity to review the transcripts of his interviews and other relevant documents. On February 25, 2019, Mr. Smolik's counsel made further written submissions. In keeping with the practice of the Office, Mr. Smolik was also given an opportunity to comment on a draft of the factual portions of this report (Concerns and Process, Findings of Fact and Mr. Smolik's Position) before it was finalized. On May 22, 2019, the Office received Mr. Smolik's counsel's comments on the draft of the factual portions of the report, and additional written submissions. Findings of Fact Mandate of the Canadian Grain Commission The Canadian Grain Commission (Commission) is a federal government agency. According to its website, the mandate of the Commission, which is set out in the Canada Grain Act, is to work in the interest of grain producers. It regulates grain handling in Canada and certifies the quality, safety and quantity of export shipments of Canadian grain. The Canada Grain Act requires the Commission to undertake, sponsor and promote research in relation to grains and grain products. The Commission reports to Parliament through the Minister of Agriculture and Agri-Food Canada. The Commission is headed by three commissioners appointed by the Governor in Council. The commissioners are reporting public office holders subject to the Conflict of Interest Act (Act). The Canada Grain Act sets out the various powers exercised by the commissioners. The commissioners set the organization's direction, establish policy, and administer and enforce the Canada Grain Act. The Chief Commissioner is the Chief Executive Officer of the Commission and, subject to the Commission's by-laws, has supervision over and direction of the work and staff of the Commission. The Assistant Chief Commissioner may exercise all the powers and perform all the functions of the Chief Commissioner in the event of the absence or incapacity of the Chief Commissioner or if the office of the Chief Commissioner is vacant. The Chief Operating Officer is responsible for the overall management and co-ordination of the operations of the various divisions of the Commission. Mr. Smolik's appointment as Assistant Chief Commissioner Mr. Smolik was appointed as Assistant Chief Commissioner of the Commission on November 19, 2007, for a three-year renewable term. Mr. Smolik's term was renewed on two occasions, namely in November 2010 and 2013. On January 21, 2016, prior to the end of his third term, Mr. Smolik assumed the responsibilities of Acting Chief Commissioner until his departure from public office on November 24, 2016. Mr. Smolik testified that, as Assistant Chief Commissioner and Acting Chief Commissioner, part of his role was to communicate to the grain industry the work and activities of the Commission, such as the various consultation processes relating to licensing producer railway car loading facilities, agents or feed mills. Mr. Smolik also testified that, as a Commissioner, he participated in the making of decisions and the signing of orders relating to the licensing of grain dealers and grain elevator operators, including orders pursuant to section 117 of the Canada Grain Act, which exempts particular grain elevators or grain handling operations from certain requirements of the Canada Grain Act. Mr. Smolik's communications with the Office concerning his post-employment obligations In October 2016, while still Acting Chief Commissioner at the Commission, Mr. Smolik contacted the Office to obtain post-employment advice concerning a potential employment opportunity with Cargill Limited (Cargill). According to its website, Cargill is the Canadian subsidiary of Cargill Inc., and is one of Canada's largest merchandisers and processors. Its interests include the processing of beef, poultry, malt, and oilseed, as well as the manufacturing of livestock feed. It is also involved in crop input product retailing, grain handling, milling, salt distribution and merchandizing. In mid-October 2016, Mr. Smolik informed the Office that he may have an opportunity to join Cargill. He confirmed that he did not have direct and significant official dealings with Cargill during his last year of employment at the Commission, which would have otherwise prohibited him from accepting the opportunity under subsection 35(1) of the Act. Mr. Smolik explained that while only about 35% of Cargill operations dealt with grain, it was his understanding that Cargill would require him to be mostly involved on the beef side of their business. The Office informed Mr. Smolik that based on the information provided, accepting an offer from Cargill would not be prohibited under the post-employment rules of the Act. In an email dated October 21, 2016, the Office reminded Mr. Smolik of his post-employment obligation under subsection 35(2) of the Act, which prohibited him from making representations on behalf of Cargill to any department, organization, board, commission or tribunal with which he had direct and significant official dealings during his last year in office, in particular, the Commission. Mr. Smolik was also informed that sections 33 and 34 of the Act apply indefinitely and prohibit him from acting in such a manner as to take advantage of his previous office or to switch sides. Mr. Smolik was also advised that, should he provide advice to any future employer or client, he would need to be particularly mindful not to use information that was obtained in his capacity as a public office holder and that is not available to the public. In a November 2, 2016 email, Mr. Smolik formally notified the Office of the firm offer of employment from Cargill and confirmed that he understood his post-employment obligations. Mr. Smolik joined Cargill on November 28, 2016, as Head of Corporate Affairs Canada. On December 8, 2016, the former Conflict of Interest and Ethics Commissioner wrote to Mr. Smolik as a former reporting public office holder to remind him of all of his post-employment obligations under the Act, including those set out in sections 33 and 35. The matter of applying white mineral oil to grain as a means of dust suppression Background According to the Government of Canada, grain dust, which is present in grain handling facilities such as grain elevators across Canada, is considered an airborne hazardous substance due to the adverse health effects associated with exposure via inhalation over time. According to Mr. Smolik, grain dust can also spur pollution complaints from residents who live near grain terminals. On August 13, 2015, Cargill was charged by the Government of Ontario when its grain terminal in Sarnia, Ontario, released a contaminant (dust) into the natural environment. Cargill was also charged with failing to report the incident to the appropriate authorities contrary to the Environmental Protection Act of Ontario. According to Cargill's written submission, potential fines imposed by the Government of Ontario in relation to the charges could be substantial. White mineral oil has been used for some time in the United States as a means of dust suppression at grain terminals. In Canada, however, its application to grain had not yet been permitted by the Commission. Mr. Smolik's understanding of the Commission's position on the application of white mineral oil to grain as a means of dust suppression In his written submission of November 7, 2017, Mr. Smolik wrote that while he was a Commissioner, the Commission's position relating to the application of mineral oil to grain as a means of dust suppression was to not pursue it as an option. In his first interview, Mr. Smolik testified that the matter was not raised with the commissioners, nor did he participate in any discussion on the subject. According to Mr. Smolik, the issue of dust suppression at grain terminals was an operational matter that fell within the responsibility of the Commission's Chief Operating Officer and directors, who form the Executive Management Committee (EMC), along with the Chief Grain Inspector. In his written submission, Mr. Smolik wrote that over the years the EMC had discussed the issue of dust suppression with the Commission's American counterpart and that no actions were taken by the EMC. Mr. Smolik also wrote that shortly before he left the Commission, the latter undertook a fact-finding trip to the Pacific Northwest region in the United States to gain an understanding of how grain companies were handling dust emissions at terminals. Mr. Smolik wrote that, as the trip was under the purview of the EMC, he was not involved nor was he included in any internal meetings relating to dust control. Mr. Smolik also indicated in his written submission that the EMC had made the decision to conduct a scientific evaluation of the application of white mineral oil to grain as a means of dust suppression in early 2017, only after he had left the Commission. During his first interview and in his written submission, Mr. Smolik stated that, during his term as a Commissioner, he had not been made aware that several different grain companies, including Cargill, had requested that the Commission change its position on the application of white mineral oil to grain as a means of dust suppression. In its written submission to the Office, the Commission wrote that an evaluation of the application of white mineral oil to grain as a means of dust suppression was commenced in response to the industry's request for the Commission's position on the matter, and had begun prior to Mr. Smolik's departure from the Commission. The evaluation was to include a review of Canadian and American legislation, as well as a scientific evaluation to determine whether the application of white mineral oil would cause changes to the grain. According to notes provided by Cargill, Mr. Smolik, as Acting Chief Commissioner, participated in an August 18, 2016 conference call with another grain company to discuss the application of white mineral oil to grain as a means of dust suppression. Mr. Smolik was joined on that call by another Commissioner, the Commission's Chief Grain Inspector and the Commission's Local Operations Supervisor of the Western Region. During his second interview, Mr. Smolik testified that, while he recalled the conference call, in his view, it was to gather information and no decision on the application of white mineral oil to grain as a means of dust suppression could be made at that time. Mr. Smolik also testified that he had received the August 18, 2016 notes from another Commissioner—after the latter had left public office—along with other notes from two other meetings between the Commission and grain companies. Mr. Smolik testified that he shared these notes with Cargill's Senior Lawyer shortly after he began working at Cargill. Mr. Smolik's involvement in the dust suppression issue while at Cargill On November 8, 2016, shortly before Mr. Smolik joined Cargill, the company received a summons to appear before the Ontario Court of Justice to respond to the charges relating to the Sarnia terminal's dust issue. Mr. Smolik testified during his first interview that although he joined Cargill as Head of Corporate Affairs Canada in late November 2016, he was not made aware of the Sarnia terminal's dust issue until February 23, 2017, when Cargill's Senior Lawyer shared a February 2, 2017 email exchange between Cargill's Senior Lawyer and the Commission's Chief Grain Inspector. Mr. Smolik testified that it was from this email that he first learned that Cargill was looking to apply white mineral oil to grain as a means of dust suppression at its Canadian terminals. In his written submission, Mr. Smolik wrote that it was also from this email that he first learned that the Commission had assigned a lead on the dust suppression issue: the Local Operations Supervisor of the Western Region. Following Mr. Smolik's first interview, the Office requested from the Commission and Cargill all relevant documents and communications relating to this examination. Many of the documents received from Cargill were either authored by Mr. Smolik or addressed to him directly, yet Mr. Smolik had not provided many of these documents to the Office in spite of the very general nature of the request. When asked why those documents had not been disclosed, Mr. Smolik testified that a change in the software program at Cargill had caused other employees to lose information and emails; however, he was not sure if he had lost any, and stated that he had submitted what he had found. While Mr. Smolik first testified that he only learned of the Sarnia terminal's dust issue on February 23, 2017, the documentary evidence produced by Cargill showed that Mr. Smolik became involved in the matter as early as mid-December 2016, after receiving an email from a Cargill staff member who reported directly to him. In an email dated December 14, 2016, the staff member asked Mr. Smolik, in respect of the Sarnia terminal's dust issue, whether there had been any discussions at the Commission about taking measures to reduce dust emissions by applying mineral oil to the grain considering the prohibition to do so in the Canada Grain Act. Mr. Smolik replied later that day that he knew that a group from the Commission had visited grain terminals in the Pacific Northwest to discuss what was being done in terms of the application of mineral oil to grain as a means of dust suppression. He wrote that he knew the issue for the Commission was twofold: first, whether any oil or water additives would impact the end-use quality or functionality of the grain and, second, whether anything put on the grain could change its official weight. During his second interview, Mr. Smolik admitted that he knew what the issues were by having worked at the Commission. Mr. Smolik also recalled that prior to January 2017, he discussed the dust issues that Cargill was facing with the former Commissioner of the Commission who, at that time, had given him notes of his discussions with grain companies. Mr. Smolik's communications with Cargill's Senior Lawyer in relation to the dust suppression issue The documentary evidence submitted by Cargill showed that Mr. Smolik continued to be involved in the Sarnia terminal's dust issue in January 2017 by providing advice to Cargill's Senior Lawyer on how to go about raising the matter with the Commission. In an email dated January 9, 2017, Mr. Smolik informed Cargill's Senior Lawyer to contact the Commission's Chief Grain Inspector, noting that he was "in a bit of a tough spot" to do so himself from his work computer as he and Cargill had agreed to a six-month ban on anything relating to the Commission. Mr. Smolik wrote that he had met socially with the Chief Grain Inspector earlier that week and had informed him that he may expect an email from Cargill's Senior Lawyer to discuss the Sarnia terminal's dust issue. Mr. Smolik suggested that Cargill's Senior Lawyer communicate with the Chief Grain Inspector quickly as the latter had resigned and would be leaving the Commission in February 2017. In the same email, Mr. Smolik also mentioned that the Chief Grain Inspector would likely include the Commission's Local Operations Supervisor of the Western Region in the discussion as this individual was the lead on the dust issue when Mr. Smolik was at the Commission. During his second interview, Mr. Smolik stated that he knew who the Commission's lead on the dust issue was as early as January 9, 2017, and certainly not as late as February 23, 2017, as he had originally testified. The documentary evidence showed that Cargill's Senior Lawyer, following Mr. Smolik's advice, contacted the Commission's Chief Grain Inspector from January 12, 2016, until late February 2017, concerning the Sarnia terminal's dust issue and the application of mineral oil to grain. The correspondence also showed that, according to the Commission, the Canada Food Inspection Agency (CFIA) played a role relating to the application of mineral oil to grain. On February 23, 2017, Cargill's Senior Lawyer forwarded these email discussions to Mr. Smolik, who doubted the necessity to involve the CFIA. Mr. Smolik's communications with the Commission On March 1, 2017, Mr. Smolik telephoned the Commission's lead on the dust issue to discuss the current steps being undertaken by the Commission to evaluate the application of mineral oil to grain as a means of dust suppression. Mr. Smolik testified that he had decided on his own to contact this individual. On the same day, Mr. Smolik emailed Cargill's Senior Lawyer in respect of his discussion with the Commission's lead and wrote that hopefully it wouldn't be too long before the Commission had the results of their evaluation on the application of mineral oil to grain. In early April 2017, during an Ontario Agri Business Association meeting, Commission officials informed grain companies that the Commission was on target to complete its evaluation of the application of white mineral oil to grain as a means of dust suppression. This information was shared with Mr. Smolik on April 6, 2017. On May 16, 2017, Mr. Smolik sent an email to the Director of Industry Services at the Commission and wrote that it had been nice to see him socially. Mr. Smolik asked for an update and a timeline on a decision relating to the application of mineral oil to grain. He wrote that Cargill was facing severe penalties due to dust emissions, and the company's mitigation measures were limited by what was permitted under the Canada Grain Act. Mr. Smolik also asked whether the Commission would grant an industry-wide exemption should the organization be permitted to apply mineral oil to grain or if individual requests for exemptions would be required. The Director of Industry Services replied that the matter was still being evaluated. Mr. Smolik testified that he knew to reach out to the Director of Industry Services as the latter would be more in the know concerning the results of the evaluation of the application of mineral oil to grain as a means of dust suppression at the Commission. Mr. Smolik also testified that he reached out to the Director of Industry Services because the resolution of the matter was becoming time sensitive for Cargill, as applying mineral oil to grain would require the purchasing and installation of specialized equipment before the fall harvest. On May 21, 2017, Mr. Smolik forwarded the Commission's Director of Industry Services' response to Cargill's Senior Lawyer and indicated that he "will continue to push a little harder now on in. [The Director of Industry Services] doesn't like to take a position, but I plan on forcing him to do something soon." The Senior Lawyer responded that considering the charges faced by Cargill, he hoped the Commission could soon be persuaded. During a June 1, 2017 Western Grain Elevator Association meeting which Mr. Smolik attended, he asked a Commission representative, who was also in attendance, for an update regarding the Commission's decision on the application of white mineral oil to grain as a means of dust suppression. The Commission's representative informed participants that more testing was required. In a June 21, 2017 email, Cargill's Senior Lawyer wrote to Mr. Smolik and other staff that Mr. Smolik had been following up with the Commission on its decision regarding the application of mineral oil to grain, and according to him, the Commission had stalled on rendering a decision. The Senior Lawyer wrote that, as a result of the delay, Mr. Smolik suggested that Cargill "push" the issue forward by making a formal application to the Commission to request an exemption under the Canada Grain Act to permit the application of white mineral oil to grain at the Sarnia terminal. The Senior Lawyer wrote that he believed this was a good idea. During his first interview, Mr. Smolik testified that he was not aware of how Cargill came to know that it could request an exemption to apply white mineral oil to grain, but that under the Canada Grain Act, exemptions can be requested. During his second interview, Mr. Smolik testified that he couldn't recall if it was "simply" him who suggested the application, but that in any event, requesting an exemption is common knowledge in the grain industry. Mr. Smolik acknowledged that, while he was at the Commission, no grain terminal had requested an exemption under the Canada Grain Act for the application of mineral oil to grain. On June 22, 2017, Cargill's Senior Lawyer sent Cargill employees, including Mr. Smolik, a draft application addressed to the Commission's Chief Grain Inspector for an exemption under section 117 of the Canada Grain Act. The Senior Lawyer requested comments on the content and included questions relating to whom the application should be addressed, who should sign the application on Cargill's behalf, and the type of information that should be included. During his first interview, Mr. Smolik testified that he had not drafted the letter, but had simply signed it on behalf of Cargill. However, documentary evidence showed that Mr. Smolik had an active role in the drafting of the application. In an email dated June 23, 2017, Mr. Smolik responded to various questions addressed to him in relation to the application. Mr. Smolik wrote that the letter should be addressed to the Chief Commissioner of the Commission with a copy sent to the Chief Grain Inspector as it was the Chief Commissioner who had the authority to sign off on the order. Mr. Smolik also made comments as to the way commissioners would be viewing the information contained in the submission and identified which information would play into their decision. He also commented on the fact that he was not aware of any precedent. Cargill's Senior Lawyer asked who should sign the letter. A Cargill senior official wrote that Mr. Smolik should sign the letter as he had the closest relationship with the Commission. Mr. Smolik replied that he was fine to sign the letter if it was the correct protocol. On July 20, 2017, a letter addressed to the Commission's Chief Commissioner, with the subject line "RE: Application for Exemption – Section 117 of Canada Grain Act," was submitted by Mr. Smolik as an application for approval to permit the application of white mineral oil to grain as a means of dust suppression at the Sarnia terminal. In the letter, Mr. Smolik asked the Chief Commissioner to contact him directly for any additional information regarding the application. The request was accompanied by regulatory documentation on the application of white mineral oil to grain as a means of dust suppression in the United States. On the same day, Mr. Smolik sent an email to his former Executive Assistant at the Commission. Mr. Smolik told her that he had a letter to deliver to the Chief Commissioner and provided the name of the person who would hand-deliver it; he also asked her to meet that person on the ground floor of the building. In an email, Mr. Smolik's former Executive Assistant confirmed receipt of the letter and assured its delivery to the Chief Commissioner. Mr. Smolik testified that the purpose of the letter was to document Cargill's request so that it could be introduced as evidence that Cargill was doing its due diligence to mitigate the dust emissions issue in its proceeding before the Ontario Court of Justice. The Commission's concerns in relation to Mr. Smolik's July 20, 2017 application to the Commission In an August 10, 2017 email, Cargill's President informed Mr. Smolik that the Commission's Chief Commissioner had raised concerns relating to a potential conflict of interest in respect of his July 20, 2017 application, and that consequently, she would be addressing her response directly to the President. Mr. Smolik replied to Cargill's President that he had not been imposed any post-employment restrictions by the Office, except on active files that he may have dealt with while employed at the Commission. He wrote that prior to working at Cargill, he spoke with members of Cargill's Human Resources and that he voluntarily agreed that he would not contact the Commission for six months, which, according to Mr. Smolik, he had complied with. He also wrote that Cargill had been fined for dust emissions, a matter that was currently before the courts, and stated that Cargill's Senior Lawyer had required evidence demonstrating that Cargill was restricted by law by a federal government agency to suppress dust. In an August 11, 2017, email to Mr. Smolik and other Cargill staff, Cargill's President forwarded the Chief Commissioner's letter in response to Cargill's July 20, 2017 application for exemption. In the letter, the Commission's Chief Commissioner wrote that prior to making any definitive decisions on the application of mineral oil to grain as a dust suppressant, the Commission needed to complete its evaluation. In the same August 11, 2017 email, Cargill's President also informed staff of a telephone discussion he had with the Chief Commissioner, who advised him that any decision on the application of mineral oil to grain was contingent on the CFIA's approval. In follow-up emails, Cargill staff questioned the validity of the Commission's Chief Commissioner's assertion that the hold-up on the approval for the application of mineral oil to grain was in fact due to the CFIA as the grain in question would not be produced for human consumption, and that the issue appeared to be of a political nature rather than a regulatory one. In response to the concerns raised, Mr. Smolik replied to Cargill's President that the Commission was protecting itself given that the Chief Grain Inspector and the Director of Industry Services had knowledge of the matter having visited grain terminals in the Pacific Northwest. Mr. Smolik wrote that the Chief Grain Inspector would have done something but was now retired and that the Director of Industry Services would not make a decision. Mr. Smolik stated that he would look through his contacts to find someone at the CFIA. Between August 20 and August 23, 2017, Mr. Smolik emailed the CFIA to request a ruling on the application of mineral oil to grain at the Sarnia terminal. Mr. Smolik was informed by the CFIA that exported grain feed so labelled fell outside of the CFIA's scope. On November 20, 2017, Cargill received the Commission's approval for the application of white mineral oil to grain at its Sarnia terminal. Mr. Smolik's Position Mr. Smolik's position is that he did not contravene section 33 and subsection 35(2) of the Conflict of Interest Act (Act). In support of Mr. Smolik's position, his counsel provided submissions addressing each of the alleged contraventions. In relation to section 33, counsel's position is that for there to be a contravention, there must be evidence that Mr. Smolik improperly took advantage of his previous public office. If there is no advantage available from a previous office, then section 33 cannot be contravened. Counsel's position is that the evidence does not demonstrate that any improper advantage was taken. Counsel submits that Mr. Smolik could only be disadvantaged by his previous position of public office given that he was the appointee of a defeated government, and that even prior to 2015, there had been long-standing tension between some of the employees of the Commission and the appointed commissioners. Counsel also submits that Mr. Smolik never misused confidential information he obtained while in public office. In support of this position, counsel's view of Mr. Smolik's evidence was that he provided Cargill with his assumptions about how the Commission would view the issue of applying mineral oil to grain, which were based on public information as well as general knowledge about agricultural policy issues accumulated over a long career in the industry. According to counsel, the evidence showed that Mr. Smolik never shared classified Commission information with Cargill and while the oiling of grain as a dust suppressant was a well-known policy issue, even while Mr. Smolik held public office at the Commission, there was no policy "file" on the issue. With respect to Mr. Smolik's knowledge of Commission operations and personnel as well as his recommendations to Cargill in that regard, counsel submits that the recommendations were not based on special knowledge as anyone with access to the internet or a telephone could have drawn the same conclusions. Information regarding the roles of Commission employees are available on the Commission's website, employee business cards, and on the Government Electronic Directory Services website. Since the Commission serves the public, the responsibilities of Commission staff are matters of public interest. With respect to Mr. Smolik's social interactions with Commission staff, counsel submits that the evidence showed that Mr. Smolik had worked at the Commission for many years and that his former colleagues are his friends and community with whom he discusses personal matters and shares interests. Counsel submitted that Mr. Smolik had not leveraged, and would not leverage, these relationships to further any professional interest. In relation to subsection 35(2) of the Act, counsel's position is that while Mr. Smolik did have communications with the Commission and did sign an application for an exemption order, none of these communications amounted to making a representation. According to counsel's submission, the individual's intention is relevant to whether a former reporting public office holder is making representations and requires an attempt to influence. While Mr. Smolik had written that he will "push" the issue and force Commission staff to make a decision on permitting the application of mineral oil as a dust suppressant, his statement must be read with an understanding of Mr. Smolik's personality, his frustration, and his lack of influence or authority to force the Commission to make decisions. Counsel's position is that Mr. Smolik's efforts to obtain information from Commission staff of the Commission did not amount to making representations because he merely inquired about the status of the dust suppression file. The Commission's evaluation of the application of mineral oil to grain was a matter involving a scientific analysis which could not be influenced in the same way as someone trying to influence public policy, legislation or the awarding of a contract. Counsel's position is that since scientific analysis cannot be influenced in the way that a policy decision may be, any communications regarding laboratory tests and other analyses cannot be the subject of representations. With respect to the July 20, 2017 application that Mr. Smolik signed and submitted, counsel submits that Mr. Smolik's letter was a bare application that contained no representations. The goal was to put on the record the application for approval but not to make any representations in support of it, which therefore cannot constitute the making of representations. Finally, with respect to any factual discrepancy that may have occurred between Mr. Smolik's November 7, 2017 letter to the Office and other evidence, counsel submits that these were errors of memory that were inadvertent and made in good faith. Analysis and Conclusions Analysis I must determine whether Mr. Smolik, a former Assistant Chief Commissioner and Acting Chief Commissioner of the Canadian Grain Commission (Commission), contravened his post-employment obligations, namely section 33 and subsection 35(2) of the Conflict of Interest Act (Act), in relation to post-employment activities he carried out on behalf of his employer, Cargill Limited (Cargill). Section 33 Section 33 of the Act prohibits former public office holders from acting in such a manner as to take improper advantage of their previous public office. The prohibition applies for an indefinite period after leaving public office and reads as follows: 33. No former public office holder shall act in such a manner as to take improper advantage of his or her previous public office. The general prohibition set out in section 33 of the Act is very broad in scope. It stands in contrast to some of the other post-employment provisions that deal with specific activities, such as the prohibitions on switching sides and on contracting. Whether a former public office holder has acted in such a manner as to take improper advantage of his or her previous public office is a question of fact and depends on the circumstances of each case. In conducting my examination, I found Mr. Smolik's version of events to be inconsistent with the information contained in the documentation submitted by both Cargill and the Commission. In fact, many of the relevant documents which were either authored by Mr. Smolik or addressed to him directly showed a level of involvement in the Sarnia terminal's dust issue that was far greater than Mr. Smolik had initially led me to believe. I also found Mr. Smolik to be less than forthcoming with his answers to questions relating to these documents during his second interview, including why he had not produced the documents himself. The documentary evidence shows that the Commission's evaluation of the application of mineral oil to grain as a means of dust suppression commenced prior to Mr. Smolik's departure from the Commission and was in response to a broader industry request for the Commission's position on the issue. It is also clear from the evidence submitted by Cargill that during the times relevant to this examination, Cargill was facing important fines for dust emissions at its Sarnia terminal and urgently needed a decision from the Commission to be able to reduce dust emissions through the application of mineral oil to grain at their terminal elevators. The evidence shows that Mr. Smolik, within a few weeks of leaving public office, engaged in a series of actions on behalf of Cargill, aimed at assisting Cargill in resolving the dust emissions issue at its Sarnia terminal. Cargill often consulted Mr. Smolik for guidance and assistance in addressing this issue with the Commission. In my view, Mr. Smolik was more than willing to assist his employer in any manner despite the post-employment advice he had received from this Office and the "six-month ban on anything relating to the Commission" that he and Cargill had agreed upon. The evidence also shows that Cargill relied on Mr. Smolik's insight, guidance and assistance as a former Commissioner of the Commission, to navigate through Commission processes to obtain a timely and favourable result in respect of its dust issue. In my view, Mr. Smolik took improper advantage of the relationships he had established while at the Commission as well as the knowledge and expertise he had acquired while in public office. Mr. Smolik exploited the relationships he had previously established with Commission staff and the level of authority he once had while in public office when he: obtained, following his departure from public office, official Commission meeting notes from a former Commissioner of the Commission concerning the application of mineral oil to grain as a means of dust suppression, and shared these internal Commission notes with Cargill;used, on several occasions, social interactions with Commission staff members to facilitate official interactions between himself or Cargill and the Commission to resolve Cargill's Sarnia terminal's dust issue. Mr. Smolik also exploited his level of knowledge and expertise gained as a former Commissioner of the Commission when he: advised Cargill to seek an individual exemption order, a process with which he was very familiar as a former Commissioner, knowing that the scientific evaluation would not be resolved because he knew the inner workings of the Commission and in particular the mindsets of certain Commission staff who were tasked with addressing the dust emissions issue;advised Cargill on how to tailor the application for the exemption order including the type of information he knew the commissioners would consider to be useful in deciding whether to grant an exemption. In my view, Mr. Smolik could not have provided such advice if not for his experience as a former Commissioner. Mr. Smolik also exploited his previous public office to facilitate his and Cargill’s access to Commission staff and to shepherd Cargill on a very specific course of action which ultimately resulted in the issuance of the exemption order. I find that in so doing, Mr. Smolik acted in a manner that clearly took improper advantage of his previous position of public office. Conclusion For the reasons set out above, I have determined that Mr. Smolik contravened section 33 of the Act. Subsection 35(2) Subsection 35(2) of the Act prohibits former reporting public office holders from making representations for or on behalf of another person or entity to entities with which they had direct and significant official dealings during their last year in public office. The prohibition applies during a post-employment cooling-off period, which in the case of Mr. Smolik was of one year: November 2016 to November 2017. Subsections 35(2) and 36(1) of the Act read as follows: 35. (2) No former reporting public office holder shall make representations whether for remuneration or not, for or on behalf of any other person or entity to any department, organization, board, commission or tribunal with which he or she had direct and significant official dealings during the period of one year immediately before his or her last day in office. […] 36. (1) With respect to all former reporting public office holders except former ministers of the Crown and former ministers of state, the prohibitions set out in subsections 35(1) and (2) apply for the period of one year following the former reporting public office holder's last day in office. As a former Commissioner of the Commission, there is no doubt that Mr. Smolik had direct and significant official dealings with the Commission during his last year in public office. The evidence also shows that upon leaving his position of public office to join Cargill, Mr. Smolik was given specific advice by the Office to not make representations to the Commission during his one-year cooling-off period. What remains to be determined is whether Mr. Smolik made representations to the Commission when he, on behalf of Cargill, engaged in various direct communications with the Commission in relation to the status of the scientific evaluation the Commission was conducting and when he submitted an application addressed to the Chief Commissioner of the Commission requesting an exemption under section 117 of the Canada Grain Act to apply white mineral oil to grain as a means of dust suppression at Cargill's Sarnia terminal. In TheSullivan Report, my predecessor, Ms. Mary Dawson, interpreted "representations" in subsection 35(2) of the Act as including communications made with a view to influencing official decisions, opinions or actions. Mr. Smolik's counsel submitted that no representations were made by Mr. Smolik to the Commission. With respect to Mr. Smolik's communications with the Commission in relation to the scientific evaluation the Commission was conducting, the evidence shows that his efforts were aimed at gathering information to determine the status of an evaluation that could affect the industry at large. I therefore find that these communications were not made with a view to influencing official decisions, opinions or actions of the Commission. With respect to the application dated July 20, 2017, counsel submitted that it was a bare application devoid of reasons, arguments, a rationale, or any content capable of influencing a decision. According to counsel, the purpose of the application was to document Cargill's due diligence in mitigating the dust issue at its Sarnia terminal for the Ontario Court of Justice proceedings relating to the fines imposed by the Government of Ontario. Therefore, there was no intention on the part of Mr. Smolik or Cargill to support the July 20, 2017 application to the Commission with representations. I cannot accept this position as it is plain and obvious that the July 20, 2017 application submitted by Mr. Smolik was a communication made by him to the Commission with a view to influencing a decision or action on the part of the commissioners, namely the granting of an order by the commissioners pursuant to section 117 of the Canada Grain Act. Furthermore, Cargill's continued efforts to seek the Commission's eventual granting of such an order in November 2017 shows that Cargill's intention was not simply to document Cargill's due diligence. I find that Mr. Smolik's July 20, 2017 application requesting an exemption pursuant to section 117 of the Canada Grain Act was a representation made during his cooling-off period, on behalf of Cargill to the Commission, an entity with which Mr. Smolik had had direct and significant official dealings during his last year in public office. Conclusion For the reasons set out above, I have determined that Mr. Smolik contravened subsection 35(2) of the Act. Schedule: List of Witnesses The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Information and Documents Requested Canadian Grain Commission Ms. Patti Miller, Chief CommissionerMr. Brian Brown, Chief Audit Executive Cargill Limited Mr. Jeff Vassart, PresidentMr. Cameron Funk, Senior Lawyer

Report on Chief Executive Officer, National Capital Commission, for accepting gifts and other advantages from stakeholders who had ongoing and foreseeable official business with the National Capital Commission when the gifts were accepted. Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c.9, s.2. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a member of the Senate or House of Commons or, as is the case with this examination, on his own initiative. When an examination is conducted on the Commissioner’s own initiative, unless the examination is discontinued, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner’s analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act (Act) of the conduct of Dr. Mark Kristmanson, Chief Executive Officer (CEO) of the National Capital Commission (NCC). I sought to determine whether Dr. Kristmanson contravened subsection 11(1) of the Act by accepting invitations to events extended by several organizations. Invitations to events are considered gifts or other advantages under the Act and are subject to the acceptability test set out in subsection 11(1): public office holders are prohibited from accepting gifts or other advantages that might reasonably be seen to have been given to influence them in the exercise of an official power, duty or function.The evidence showed that Dr. Kristmanson accepted, on behalf of himself and his spouse, invitations to events extended by Place des Festivals, the National Arts Centre, the Canadian Museum of Nature, VIA Rail and the Royal Canadian Geographical Society. All of these organizations are stakeholders of the NCC and each had ongoing or foreseeable official business with the NCC when Dr. Kristmanson accepted the invitations.Dr. Kristmanson, in his capacity as CEO, was personally involved in ongoing dealings with Place des Festivals on the management of the north shore of the Ottawa River in Gatineau; the approval of the National Arts Centre’s Architectural Rejuvenation Project and the digital lantern project; and supporting the Canadian Museum of Nature’s temporary parking lot project and approving its landscape redevelopment project. He was also personally involved in the approval of VIA Rail’s proposed design concept for the Ottawa Train Station’s elevated passenger platforms and the approval of the renovation allowances and the lease of 50 Sussex Drive by the Royal Canadian Geographical Society, including the execution of lease extensions.Based on these dealings and the importance of the relationship between the NCC and each stakeholder, I determined that each of the 12 invitations that Dr. Kristmanson accepted was a gift that could reasonably be seen to have been given to influence him in the exercise of his official powers, duties and functions. The Act provides, under paragraph 11(2)(c), an exception to the prohibition if the gifts are considered normal expressions of courtesy or protocol or that are within the customary standards that normally accompany a public office holder’s position. This exception includes gifts given to a public office holder performing an official function at an event. Since there was no evidence to suggest that Dr. Kristmanson was asked to perform an official function at any of the events when he accepted the invitations, I determined that this exception did not apply to any of the events examined in this report.I therefore found that Dr. Kristmanson contravened subsection 11(1) of the Act when he accepted invitations from Place des Festivals, the National Arts Centre, the Canadian Museum of Nature, VIA Rail and the Royal Canadian Geographical Society. Concerns On October 30, 2017, the Office received an anonymous letter regarding Dr. Mark Kristmanson, Chief Executive Officer (CEO) of the National Capital Commission (NCC). In the letter, it was alleged that Dr. Kristmanson used his position as CEO of the NCC to obtain gifts or other advantages in the form of hospitality and entertainment for his spouse. The complainant asked the Office to examine whether Dr. Kristmanson had contravened any of his obligations under the Conflict of Interest Act (Act). On December 12, 2017, Ms. Mary Dawson, former Conflict of Interest and Ethics Commissioner, wrote to Dr. Kristmanson indicating that she had concerns that he may have contravened section 23 of the Act. This provision requires a reporting public office holder to disclose and declare to the Office any gifts or other advantages accepted by the reporting public office holder or a member of his or her family from any one source, other than relatives or friends, with a cumulative value exceeding $200 in a 12-month period. At that time, Dr. Kristmanson had yet to disclose or declare any gifts or other advantages accepted by him or a member of his family to the Office. Dr. Kristmanson was asked to submit a list of all events he had attended as CEO of the NCC, along with his spouse, since his appointment to office on February 3, 2014. On January 4, 2018, Dr. Kristmanson submitted a list of all sponsored events he and his spouse had attended. The list included the dates, names of donors, type of events and the estimated monetary value of each accepted gift or advantage. The list of sponsored events submitted by Dr. Kristmanson showed that the invitations he had accepted were extended to him in his official capacity as CEO of the NCC. For many of those events, Dr. Kristmanson indicated having exercised an official function. For instance, Dr. Kristmanson indicated having regularly been a “presenter” at receptions hosted by various embassies. As a result, the invitations to events where he performed an official function were deemed acceptable. In one instance, the tickets were valued at $200 or more which, while acceptable, would have required Dr. Kristmanson to prepare a public declaration within 30 days after the acceptance. On August 14, 2018, Dr. Kristmanson was issued an administrative monetary penalty for failure to disclose that gift. In several other instances included in his list, it appeared that Dr. Kristmanson had accepted gifts from donors who, based on publicly available information, had official dealings with the NCC. On January 9, 2018, I began my mandate as Conflict of Interest and Ethics Commissioner. After reviewing the information relating to this matter, I wrote to Dr. Kristmanson on January 26, 2018, with additional concerns. Specifically, I informed him that publicly available information suggested that he had accepted gifts or other advantages from donors, who appeared to be stakeholders of the NCC, and who had or may, in the future, have dealings with the NCC. The donors identified included Place des Festivals, the National Arts Centre, the Canadian Museum of Nature, VIA Rail, and the Royal Canadian Geographical Society of Canada. I asked that Dr. Kristmanson respond to my concerns. In a letter dated February 23, 2018, Dr. Kristmanson provided additional information, including copies of invitations to dinners, receptions, and concerts he had accepted in his capacity as the CEO of the NCC. Process On March 23, 2018, I decided to launch an examination under subsection 45(1) of the Act. I wrote to Dr. Kristmanson accordingly. I indicated that I had reason to believe that he had contravened subsection 11(1) of the Act by accepting invitations from NCC stakeholders to attend events. Subsection 11(1) prohibits public office holders from accepting gifts or other advantages that might reasonably be seen to have been given to influence them in the exercise of their official powers, duties and functions. I also asked that Dr. Kristmanson provide all relevant documentation in relation to each gift and donor identified. On May 4, 2018, Dr. Kristmanson submitted over 20,000 documents relating to my examination. Due to the extensive disclosure of documents, I determined that the Office did not need to interview anyone other than Dr. Kristmanson, who was interviewed on July 31 and August 21, 2018. At the end of the fact-finding portion of my examination, I determined that a final interview with Dr. Kristmanson was not required and offered to meet with him if he wished to make any further representations. In keeping with the practice of the Office, Dr. Kristmanson was given an opportunity to review the transcripts from his interviews and comment on a draft of the factual portions of this report (Concerns, Process, Findings of Fact and Dr. Kristmanson’s Position) before it was finalized. On December 10, 2018, I met with Dr. Kristmanson, who presented his comments on the draft factual portions of the report and made additional representations. Findings of Fact Background On February 3, 2014, Dr. Kristmanson was appointed CEO of the NCC and became a reporting public office holder subject to the Conflict of Interest Act. The NCC is a federal Crown corporation created in 1959 by Parliament under the National Capital Act. As a Crown corporation governed by Part X of the Financial Administration Act, the NCC is accountable to Parliament through the Minister of Canadian Heritage. According to its website, the NCC is responsible for the long-term planning of all federal Crown lands in the National Capital Region, and takes part in its development, conservation and improvement. The NCC is led by a Board of Directors comprised of a chairperson, a CEO, and 13 other members. Board members are responsible for the stewardship of the assets and affairs of the NCC, the conduct of its business, the supervision of management, and the corporate governance of the NCC in accordance with the National Capital Act. Dr. Kristmanson testified that, as CEO, he is responsible for overseeing and directing all aspects of the NCC’s activities, as well as executing strategic policy direction for the NCC. Dr. Kristmanson is a voting member of the Board of Directors and sits on the Executive Committee which, along with NCC executive directors, the General Counsel and Commission Secretary, and the Chief, Audit and Ethics, oversees the approval of materials that are presented to the Board of Directors, such as board meeting agendas and all matters that require a vote by the Board of Directors. Dr. Kristmanson also testified that he or other senior executives on the Executive Committee may request that an item be added to an agenda and presented to the Board of Directors if there is a question of policy related to the NCC’s mandate. In his role as CEO, Dr. Kristmanson stated that he regularly meets with other CEOs as part of the Heads of Canadian Heritage Portfolio Organizations group, or as part of the Council for Excellence in Canadian Crown Corporations. He, along with NCC staff members, may meet with the CEOs of corporations that are stakeholders of the NCC to discuss their upcoming proposals which are subject to NCC staff review and the Board of Directors’ approval, or issues arising in relation to any project before or during the NCC’s federal land use and design approval process. Prior to being appointed to the position of CEO, Dr. Kristmanson served as Director of Programming for the NCC for 10 years. The NCC’s project approval process As the NCC is responsible for the management of federal Crown lands in the National Capital Region, all proposed projects are subject to a federal land use and design approval process, which includes a three-level approval system. Level 1 projects are simple projects that have little or no impact on the National Capital Region. These types of projects include minor improvements to existing buildings, temporary projects of less than a year, or road and wayfinding signs. Level 1 projects are subject to an internal review by NCC staff and the stakeholder receives an approval form. Level 2 projects are moderately complex projects, such as the creation of a new recreational pathway, projects involving a heritage building or those requiring an environmental assessment. The proposals are reviewed by professional staff of the NCC and a detailed letter, outlining the conditions relating to the approval of the proposal, is submitted to the stakeholder. Level 3 projects have highly symbolic value for the National Capital Region. They include all major projects located along Confederation Boulevard, national institutions, major public works and infrastructure in the capital, and rehabilitation work on Parliament Hill. Level 3 projects are reviewed by NCC professional staff. The proposal is then presented to the NCC’s Advisory Committee on Planning, Design and Realty (ACPDR), a national committee of advisors composed of leading experts in urban planning and design, who provide comments on the proposal. The CEO, the Board Chair, and two members of the NCC’s Board of Directors participate in the ACPDR meetings as observers. Once NCC staff is satisfied that a submission meets the requirements set out in the National Capital Act, a recommendation to present it to the Board of Directors is made to the Executive Committee. If the Executive Committee approves the proposed recommendation, the proposal is included in the agenda and NCC staff present a motion requesting that the Board of Directors vote on the matter. The stakeholder then receives a detailed letter outlining the conditions relating to the approval of the proposal. Given his years as Director of Programming with the NCC, Dr. Kristmanson stated that he was aware, prior to his appointment as CEO, of the NCC’s federal land use and design approval process in relation to stakeholder submissions. All of the projects canvassed in this examination report required Level 3 approval. The NCC’s official dealings with Place des Festivals Place des Festivals is a corporation composed of representatives from the City of Gatineau, Windmill Development, Kruger Industries, the Canadian Museum of History, and the Casino du Lac-Leamy’s Sound of Light. According to public information, the corporation was looking to manage the use of the north shore of the Ottawa River in Gatineau, Quebec, most of which is federal Crown land managed by the NCC. According to the documentation submitted to the Office and information in the public domain, in 2012 Place des Festivals began making representations to NCC officials and to the Board of Directors, seeking a third-party agreement in order to develop the north shore into a public space which would include gardens, bicycle and pedestrian paths, as well as a space for festivals and special events. Dr. Kristmanson testified he was not involved in the matter at that time as it predated his appointment as CEO. However, according to Dr. Kristmanson, no such proposal had been submitted by Place des Festivals under the NCC’s federal land use and design approval process. Dr. Kristmanson stated that over the course of several months following his appointment to the position of CEO of the NCC in February 2014, he and NCC executives and staff met several times with the then Executive Director of Place des Festivals, Mr. Claude Hamelin, to listen to the corporation’s ideas for the north shore. However, Dr. Kristmanson testified that, following the recommendations of NCC staff and discussions with the NCC’s Board of Directors, he informed the members of Place des Festivals that the NCC would not relinquish management of the federal Crown land. Invitation from Place des Festivals: August 13, 2014 On August 11, 2014, Dr. Kristmanson received and accepted an invitation to attend a Casino du Lac-Leamy’s Sound of Light performance from Mr. Jeff Westeinde of Windmill Development, one of the members of Place des Festivals. Dr. Kristmanson believed the invitation was extended as an attempt to reduce the tensions between the NCC and Place des Festivals following the NCC’s decision not to pursue a third-party agreement with the corporation. On August 13, 2014, Dr. Kristmanson and his spouse attended the Casino du Lac-Leamy’s Sound of Light performance. The evening included a dinner and seats to the pyrotechnics show located on NCC’s lands. Dr. Kristmanson testified that he did not have an official role at the event. Dr. Kristmanson stated that, during the evening, he was seated with members of Place des Festivals and their respective spouses but did not discuss any matters related to Place desFestivals. Dr. Kristmanson testified that following his attendance at the event, Place des Festivals continued to campaign publicly for several years in relation to the development and use of the north shore. Despite this, senior executives of the NCC maintained their position on the matter and so informed Mr. Hamelin in a September 21, 2015 letter. According to Dr. Kristmanson, the matter was discussed by the NCC’s Board but was never presented for decision during his tenure as CEO. The NCC’s official dealings with the National Arts Centre The National Arts Centre (NAC) is a Crown corporation that reports to Parliament through the Minister of Canadian Heritage. As it is situated on federal Crown land, all design modifications to its exterior require approval from the NCC. Following his appointment to the position of CEO of the NCC, Dr. Kristmanson testified that he and NCC staff met with the then CEO of the NAC, Mr. Peter Herndorff, and other NAC officials. Dr. Kristmanson submitted documents confirming that he met with Mr. Herndorff on July 30, 2014, and on August 14, 2014. Dr. Kristmanson stated that during these meetings, discussions revolved around the NAC’s upcoming Architectural Rejuvenation Project, which required the NCC’s approval of the designs. The project included the creation of a new entrance and the conversion of an exterior terrace space, as well as a digital lantern project, which involved a glass tower that would incorporate transparent LED screens to display images promoting a range of performances from artistic companies across Canada. Invitations from the NAC: October 8 and November 9, 2014 On October 8, 2014, and November 9, 2014, Dr. Kristmanson and his spouse attended concerts which included cocktail receptions at the NAC. The invitations were extended by email by Mr. Herndorff. Dr. Kristmanson testified that he did not act in any official capacity nor did he discuss any matters relating to the NAC while attending the events in question. The NAC’s Architectural Rejuvenation Project In December 2014, the NAC submitted their Architectural Rejuvenation Project for design approval under the NCC’s federal land use and design approval process. Documents showed that while NCC officials were reviewing the NAC’s Architectural Rejuvenation Project, Dr. Kristmanson was in regular contact with NAC officials advising them regarding their project. Documents also showed that Dr. Kristmanson met with NAC officials in mid-March of 2015 and on June 10, 2015, at the request of NAC senior staff. Dr. Kristmanson testified that he did not make any commitments during these discussions. Invitation from the NAC: June 20, 2015 On June 5, 2015, Mr. Herndorff and Ms. Adrian Burns, then Chair of the NAC’s Board of Trustees, extended an email invitation to Dr. Kristmanson to attend a June 20, 2015, concert at the NAC. On June 7, 2015, Dr. Kristmanson accepted tickets for himself and his spouse. Dr. Kristmanson testified that he did not act in any official capacity, nor did he discuss any official matters relating to the NAC during the event. NCC Board of Directors decisions: June 25, 2015, January 20, 2016, and June 28, 2016 On June 25, 2015, the NCC’s Board of Directors passed a motion approving the NAC’s Architectural Rejuvenation Project concept. On January 20, 2016, the Board of Directors passed a motion granting the project’s final approval. On June 28, 2016, the NAC’s digital lantern’s management guidelines were presented to the NCC’s Board of Directors. The Board members passed a motion approving the guidelines, allowing the NAC to proceed with its digital lantern project. Dr. Kristmanson testified that, as the CEO and member of the Executive Committee, he would have approved the inclusion of the Architectural Rejuvenation Project proposal and the digital lantern’s management guidelines to the Board of Directors’ meeting agendas. Dr. Kristmanson testified that he voted in favour of both projects. Invitation from the NAC: November 26, 2016 On November 17, 2016, Dr. Kristmanson received an email invitation from the Managing Director of the NAC Orchestra to attend a concert at the NAC. Dr. Kristmanson accepted two tickets and attended the November 26, 2016 concert. Dr. Kristmanson testified that he did not act in any official capacity, nor did he discuss any matters relating to the NAC during the event. The NCC’s official dealings with the Canadian Museum of Nature The Canadian Museum of Nature (Museum) is a Crown corporation that reports to Parliament through the Minister of Canadian Heritage. As the Museum is located on federal Crown land, changes to the building’s exterior and to the land are subject to NCC approval. NCC Board of Directors decision: May 13, 2014 In 2012, prior to Dr. Kristmanson’s appointment to the position of CEO of the NCC, the Museum had presented projects that required the NCC’s design approval: the transformation of part of the Museum’s lawn into a temporary parking lot and a landscape redevelopment plan for the area surrounding the proposed parking lot. On May 13, 2014, the matter relating to the temporary parking lot went before the NCC’s Board of Directors in the form of an electronic vote. Given the matter had been reviewed prior to his appointment, Dr. Kristmanson stated that he had little involvement in the proposal. The members of the Board of Directors passed the motion and approved the temporary parking lot. Although Dr. Kristmanson was absent and did not vote on the matter, he testified that he supported the motion. According to the documentary evidence, approval for the parking lot would also require renewal from the NCC after five years. Invitations from the Museum: November 5 and December 2014 On September 16, 2014, the Museum’s CEO, Ms. Margaret Beckel, and Mr. Stephen Henley, Chair of the Board of Trustees, extended an invitation via email to Dr. Kristmanson to attend the Canadian Museum of Nature Inspiration Awards Gala on November 5, 2014. Dr. Kristmanson accepted tickets on behalf of himself and his spouse. The event included a cocktail reception, dinner and an awards ceremony. In December 2014, Ms. Beckel and Mr. Henley extended an invitation to Dr. Kristmanson to attend the opening of a special exhibit later that month. Dr. Kristmanson accepted two tickets and attended the event with his spouse. Dr. Kristmanson testified that he did not have an official role at either event. While he did not have a clear recollection of whom he was seated with during the November 5, 2014 dinner, Dr. Kristmanson stated that he did not discuss any business related to the Museum during the award ceremony. During the opening of the special exhibit, Dr. Kristmanson recalled that other federal officials were present. However, he did not discuss any business related to the Museum during the event. NCC Board of Directors decision: February 18, 2015 On January 7, 2015, Dr. Kristmanson testified that he and a senior staff member of the NCC met with the CEO of the Museum to discuss the Museum’s landscape proposal and to offer suggestions. Dr. Kristmanson stated that neither he nor the other NCC staff member made any commitments to Ms. Beckel during their discussion. On February 18, 2015, the matter relating to the Museum’s temporary parking lot design and phase 1 landscape redevelopment proposal was presented to the NCC’s Board of Directors. The members passed a motion approving the Museum’s proposal. Dr. Kristmanson stated that, as the CEO and member of the Executive Committee, he would have approved the inclusion of the landscape proposal to the Board of Directors meeting agenda. Dr. Kristmanson testified that he voted in favour of the project. Dr. Kristmanson stated that the Museum’s landscape redevelopment is a long-term project. Additional phases will require approval of the NCC. Invitations from the Museum: November 5, 2015, and November 9, 2016 On November 5, 2015, and November 9, 2016, Dr. Kristmanson and his spouse attended the Canadian Museum of Nature Inspiration Awards Gala. The invitations were extended on behalf of Mr. Henley and Ms. Beckel. The events included a cocktail reception, dinner and an awards ceremony. Dr. Kristmanson testified that he did not have an official role at either event. At one of the events, he recalled being seated with Mr. Henley and another CEO of a Crown corporation; however, he did not discuss any business related to the Museum. NCC’s official dealings with VIA Rail VIA Rail is a Crown corporation that operates the national passenger rail service on behalf of the Government of Canada. VIA Rail reports to Parliament through the Minister of Transport. As the Ottawa Train Station is situated on federal Crown land in the National Capital Region, all design modifications are subject to NCC approval. NCC Board of Directors decisions: January 20, 2016, and April 28, 2016 In 2015, VIA Rail submitted its proposed concept design for Phase 1a of the Ottawa Train Station’s elevated passenger platforms—the first of a multiphase project—under the NCC’s federal land use and design approval process. According to documents submitted to the Office and publicly available information, Phase 1a of the project involved modifications to the Ottawa Train Station’s lateral platform and ramps, and included a new elevator. Phase 1b, which at that time was still awaiting federal funding, involved modifications to the central island platform. A final phase, which involves modifications to the Ottawa Train Station’s south island platform, will not be implemented until after 2035. As part of being subject to the NCC’s federal land use and design approval process, VIA Rail’s Phase 1a platform project was presented to the NCC’s Board of Directors on January 20, 2016. Members of the Board of Directors passed a motion to grant the project concept design approval subject to further design recommendations. According to public information, several of the members of the NCC’s Board of Directors criticized the scope of VIA Rail’s concept design as recommended by NCC staff. Dr. Kristmanson testified that he encouraged those members in the public meeting to view the project in a positive light. On April 28, 2016, the Board of Directors passed a motion granting final federal design approval for VIA Rail’s elevated passenger platforms proposal. Dr. Kristmanson testified that, as the CEO and member of the Executive Committee, he approved the inclusion of the proposal to be added to the Board of Directors’ meeting agendas, and confirmed that, as a member of the Board of Directors, he voted in favour of the proposal. Dr. Kristmanson indicated that while he is not aware of the future timelines for the additional phases of VIA Rail’s elevated passenger platforms project, he stated that future proposals will require NCC approval. Invitation from VIA Rail: June 29, 2017 On June 12, 2017, Dr. Kristmanson accepted, on behalf of himself and his spouse, an invitation to attend the June 29, 2017, Governor General Performing Arts Awards extended by Mr. Yves Desjardins-Siciliano, President and CEO of VIA Rail. Dr. Kristmanson testified and provided documentation showing that, traditionally, the NCC’s CEO and the Chair of the Board of Directors would attend the gala with tickets purchased by the NCC. However, he stated that since the NCC had been unsuccessful in purchasing tickets to attend the event that year, he gladly accepted the invitation from Mr. Desjardins-Siciliano. During the dinner portion of the evening, Dr. Kristmanson recalled that he and his spouse were seated with Mr. Desjardins-Siciliano along with other federal and provincial officials. Dr. Kristmanson stated that he and Mr. Desjardins-Siciliano did not discuss matters relating to VIA Rail during the evening, nor did they have any meetings or discussions relating to VIA Rail following the event. The NCC’s official dealings with The Royal Canadian Geographical Society The Royal Canadian Geographical Society (RCGS) is a non-profit organization with a mandate of making Canada better known to Canadians and to the world. On March 31, 2015, Mr. John Geiger, CEO of the RCGS, met with Dr. Kristmanson to discuss the possibility of the RCGS leasing the former World Pavilion at 50 Sussex Drive in Ottawa, which is owned and managed by the NCC, as its national headquarters. The building, which had been primarily used for commercial purposes after the World Pavilion was closed in 2005, had sat empty for many years. Dr. Kristmanson testified that due to the building’s location along Sussex Drive, also known as Ottawa’s Mile of History, the NCC sought a tenant who could offer activities that were complementary to the NCC’s mandate and add cultural value to the area, rather than one who could simply pay market rent. In late April 2015, the NCC received expressions of interest from four other private organizations looking to lease the building. Dr. Kristmanson requested from his staff additional information on the programming vision and proposed use of the facility by two of the organizations. Dr. Kristmanson testified that after receiving the information, he made the decision to explore leasing the building to the RCGS, since he believed that its programming and mandate aligned with the NCC’s priorities. Dr. Kristmanson testified that since the leasing agreement raised a number of issues including a partnership component between the NCC and the RCGS, he decided that the matter should go before the Board of Directors. According to the documentary evidence, NCC staff began working with the RCGS to develop a letter of intent for the lease of 50 Sussex Drive, that would include in-kind services. On May 8, 2015, Mr. Geiger submitted to Dr. Kristmanson a letter of intent for the lease of 50 Sussex Drive. NCC Board of Directors decision: May 12, 2015 During a May 12, 2015, Board of Directors meeting, NCC staff recommended that the Board of Directors endorse the RCGS and provide the NCC with the authority to negotiate the terms of the lease. The Board members approved the recommendation. Dr. Kristmanson testified that he was present at the meeting and voted in favour of the recommendation. On May 15, 2015, Dr. Kristmanson emailed Mr. Geiger to inform him of the Board of Directors’ motion to proceed with leasing negotiations. Over the next several months, NCC staff members and the RCGS continued to negotiate the terms of the leasing agreement. Dr. Kristmanson was regularly updated by staff on the progression of the negotiations. Invitation from the RCGS: May 3, 2016 On April 20, 2016, Mr. Geiger extended an invitation by email to Dr. Kristmanson to attend a dinner on May 3, 2016, celebrating the new honorary President of the RCGS. Dr. Kristmanson attended the event with his spouse. Dr. Kristmanson said that he and his spouse were seated with several government and parliamentary officials; however, he did not discuss any matter relating the RCGS during the course of the evening. Dr. Kristmanson testified that he said a few words on behalf of the NCC in recognition of the new honorary president’s donation to the capital costs of 50 Sussex Drive. Further information was sought on this point, since it was not clear from the evidence gathered whether Dr. Kristmanson had been asked by the RCGS to perform an official power, duty or function prior to accepting the invitation. In response, Dr. Kristmanson wrote that in accepting the invitation he expected to thank and congratulate the honorary president on behalf of the NCC. NCC Board of Directors decision: June 9, 2016 On June 9, 2016, the NCC Board of Directors passed a motion to proceed with the execution of the lease negotiated with the RCGS. Dr. Kristmanson testified that as a member of the Executive Committee, he approved the inclusion of the matter on the June 9, 2016 meeting agenda, and that he voted in favour of the matter. On September 28, 2016, a five-year lease agreement for 50 Sussex Drive was signed by Dr. Kristmanson on behalf of the NCC and by Mr. Geiger on behalf of the RCGS. Invitation from the RCGS: November 16, 2016, College of Fellows Annual Dinner On November 16, 2016, Dr. Kristmanson and his spouse attended the RCGS College of Fellows Annual Dinner. The invitation was extended by Mr. Geiger. Dr. Kristmanson stated that he attended in his capacity as CEO and appeared in a video presentation about his role in renovating the NCC’s property at 50 Sussex Drive. When asked to clarify whether he had been asked to record the video prior to having accepted the invitation, Dr. Kristmanson wrote that he “understood [he] would be seated at the head table” with Mr. Geiger and “would be featured” in the video. NCC Board of Directors decisions: April and September 2017 On April 5, 2017, the NCC’s Executive Committee passed a motion to grant the CEO the authority to execute all necessary documentation to seek Governor-in-Council authorization relating to an extension of the RCGS’s lease of 50 Sussex Drive. According to the National Capital Act, the NCC requires Governor-in-Council authority for a lease term that is greater than five years. On September 12, 2017, the Board of Directors passed a motion approving the additional funding for a tenant inducement allowance for renovations of 50 Sussex Drive. Dr. Kristmanson testified that as a member of the Executive Committee, he approved the inclusion of the matters relating to the lease extension and additional funding for renovations to the Board of Directors’ meeting agendas. Dr. Kristmanson testified that he voted in favour of both motions, and executed all necessary documentation relating to the lease extension. Dr. Kristmanson's Position In his written submissions and in his interview, Dr. Kristmanson was of the view that his acceptance of these invitations received from stakeholders of the NCC fell under paragraph 11(2)(c) of the Conflict of Interest Act, where acceptance is a normal expression of courtesy or protocol, or received within the customary standards that normally accompany a public officer holder’s position. In his written submissions and in his interview, Dr. Kristmanson stated that he has followed the precedent established by previous CEOs of the NCC in accepting invitations from stakeholders. He said that his attendance at events reflected the expectation that the NCC’s CEO should act as a community leader assuming a visible public role at events and ceremonial occasions in the national capital. In his written submissions, Dr. Kristmanson referred to his annual performance agreements as CEO, established by the Board of Directors, which set out targets for outreach and meetings with stakeholders in support of the NCC’s corporate priority adopted in 2015 to make the NCC a “value-added partner in the capital region.” This priority was approved annually by the Governor in Council as part of the NCC’s corporate plan during the period under review. Dr. Kristmanson stated that the acceptability of an invitation to an event hosted by another federal Crown corporation within the portfolio of Canadian Heritage was not questioned since, in his view, these invitations were extended widely to federal senior officials and, as such, could not reasonably be seen to have been given to influence them. Dr. Kristmanson wrote that the NCC, the NAC, the Museum and VIA Rail report to the same “shareholder” with complementary mandates expressed in their respective corporate plans tabled in Parliament. Dr. Kristmanson also testified that CEOs of federal Crown agencies attend sponsored events on their organizations’ properties as part of their official duties. As such, his attendance at the fireworks performance at the annual Casino du Lac Leamy’s Sound of Light festival held on the NCC’s lands formed part of his official duties in light of a particularly difficult stakeholder situation at that time. Analysis and Conclusion Analysis I must determine whether Dr. Kristmanson contravened section 11 of the Conflict of Interest Act (Act) when, as CEO of the NCC, he accepted, on behalf of himself and his spouse, invitations to attend various events sponsored by Place des Festivals, the NAC, the Museum, VIA Rail, and the RCGS, all of which are NCC stakeholders. The relevant portions of section 11 read as follows: 11. (1) No public office holder or member of his or her family shall accept any gift or other advantage, including from a trust, that might reasonably be seen to have been given to influence the public office holder in the ex​ercise of an official power, duty or function. (2) Despite subsection (1), a public office holder or member of his or her family may accept a gift or other advantage(a) that is permitted under the Canada Elections Act;(b) that is given by a relative or friend; or(c) that is received as a normal expression of courtesy or protocol, or is within the customary standards that normally accompany the public office holder’s position. The Act defines “gift or other advantage” under subsection 2(1) as follows: “gift or other advantage” means [. . .] (b) a service or property, or the use of property or money that is provided without charge or at less than its commercial value. The acceptability of gifts has been the subject of numerous examination reports conducted by the Office. The “acceptability test” set out in section 11 and canvassed in prior reports is based on an objective standard. The question all public office holders must ask themselves before accepting a gift or advantage is not whether the donor intended to influence them, or whether they were indeed influenced, but whether a reasonable person—having regard to all the facts surrounding a particular situation—might think that the gift or advantage was given to influence them. In determining whether a contravention of section 11 of the Act occurred in each of the 12 situations before me, I must first consider whether the gifts given by stakeholders of the NCC might reasonably be seen to have been given to influence Dr. Kristmanson in the exercise of an official power, duty or function as CEO of the NCC. The evidence shows that there was ongoing or foreseeable official business between the NCC and each of the stakeholders identified in this report at the time Dr. Kristmanson accepted each of the invitations to the various events hosted by these entities. Dr. Kristmanson, in his official capacity, was personally involved in: Ongoing dealings with Place des Festivals on the management of the north shore of the Ottawa River in Gatineau;The approval of the NAC’s Architectural Rejuvenation Project and the digital lantern project;Supporting the Museum’s temporary parking lot project and approval of the landscape redevelopment project;The approval of VIA Rail’s proposed design concept for the Ottawa Train Station’s elevated passenger platforms; andThe approval of the renovation allowances and the lease of 50 Sussex Drive by the RCGS, including the execution of lease extensions. Moreover, Dr. Kristmanson, as CEO, was in a position to advance matters of interest to these stakeholders, whether by adding items to the NCC’s Board of Directors’ agendas, making recommendations to other members of the Board, or voting in favour of specific stakeholder proposals. The evidence shows that Dr. Kristmanson was the liaison between the stakeholders identified above and the NCC’s decision makers. His position allowed him to exert influence over the Board in reaching decisions relating to stakeholder projects. Past examination reports dealing with acceptability of gifts involved entities from the private sector that sought to influence a public office holder. In this case, three of the stakeholders are federal public sector entities: the NAC, VIA Rail, and the Museum. Dr. Kristmanson’s position was that a gift given from one federal public sector entity to another cannot reasonably be seen to have been given to influence a public office holder, especially when the stakeholder entities with complementary mandates report to the same minister as the public office holder’s entity. I see no distinction that can be drawn on the basis of the corporate status of the donor and see no reason to treat donors from federal public sector entities differently than private sector counterparts. In deciding whether to accept a gift, public office holders must always consider the surrounding circumstances when a gift is being offered. The donor’s current or future relationship with a public office holder and his or her office is particularly important. Examples of gifts that could reasonably be seen to have been given to influence a public office holder include a gift from a registered lobbyist or a gift from someone whose interests could be affected by a decision that a public office holder may be called upon to make. In light of the dealings and the importance of the relationship between the NCC and Place des Festivals, the NAC, the Museum, VIA Rail and the RCGS, I find that all these gifts could reasonably be seen to have been given to influence Dr. Kristmanson in the exercise of his official powers, duties and functions. Dr. Kristmanson submitted that an exception to the prohibition on accepting gifts would apply on the grounds that the gifts were received “as a normal expression of courtesy or protocol, or within the customary standards that normally accompany a public office holder’s position” under paragraph 11(2)(c) of the Act. In that regard, Dr. Kristmanson raised the fact that he was simply following the protocol established by his predecessors in deciding when to accept or decline these types of invitations. It is worth reiterating that the gifts in question consisted of tickets to events extended by the NCC’s stakeholders. What is considered to be a normal expression of courtesy or protocol or within the customary standards of a position depends on the circumstances surrounding the acceptance of the gift. I have interpreted this exception to include a gift that is normally or generally accepted as being given to a public office holder in relation to, or commensurate with, the exercise of an official function at an event. If a public office holder has been invited to perform an official function at an event, it is normal or customary that the public office holder will not be required to pay to attend the event. This type of gift would generally fall within the exception of paragraph 11(2)(c) of the Act. The value of a gift considered to be a normal expression of courtesy or protocol or within the customary standards of a position will likely vary, depending on the status of the public office holder and the official functions exercised. The evidence shows that Dr. Kristmanson did not perform an official function at the events for which he received an invitation from Place des Festivals, the NAC, the Museum and VIA Rail. He and his spouse were simply in attendance as guests. With respect to the two RCGS events examined, in one instance Dr. Kristmanson was asked to say a few words on behalf of the NCC, and in another instance, was featured in a video presentation. Nothing in the documentary evidence nor in Dr. Kristmanson’s testimony suggested that he was asked by the RCGS to perform an official function during either of those events. When prompted to clarify the circumstances surrounding the acceptance of both gifts, Dr. Kristmanson wrote that he “expected” and “understood” that he would play a role during both events. The circumstances surrounding the acceptance of the gifts by Dr. Kristmanson lead me to believe that his role at both events appeared to have been formalized only following the acceptance of those gifts. In my view the gifts were not given by the RCGS as an expression of appreciation for the exercise of an official function. Consequently, I have determined that the exception in paragraph 11(2)(c) does not apply to any of the 12 gifts received. Conclusion For the reasons set out above, I have determined that the acceptance of invitations extended by Place des Festivals, the NAC, the Museum, VIA Rail, and the RCGS constitute gifts or other advantages that might reasonably be seen to have been given to influence Dr. Kristmanson in the exercise of his official powers, duties or functions as CEO of the NCC. I have also determined that the exception in paragraph 11(2)(c) of the Act does not apply in relation to any of these gifts. Therefore, I find that, by accepting gifts from these stakeholders, Dr. Kristmanson contravened subsection 11(1) of the Act on 12 different occasions.

Report on a Member of the House of Commons for commenting publicly on a request for an inquiry. Preface An inquiry under the Conflict of Interest Code for Members of the House of Commons (Code) may be initiated at the request of a Member of the House of Commons, by resolution of the House of Commons or on the initiative of the Conflict of Interest and Ethics Commissioner. Where the Commissioner has concerns that a Member of the House of Commons has not complied with his or her obligations under the Code, the Commissioner is required to give that Member written notice of his concerns and afford that Member 30 days to respond. If, after giving the Member 30 days to respond, the Commissioner has reasonable grounds to believe that the Member has not complied with his or her obligations under the Code, the Commissioner may conduct an inquiry on his own initiative to determine whether the Member has complied with his or her obligations under the Code. Following the completion of an inquiry, a report is to be provided to the Speaker of the House of Commons, who presents it to the House of Commons when it next sits. The report is made available to the public once it is tabled or, if the House is not then sitting, upon its receipt by the Speaker. Executive Summary This report presents the findings of my inquiry under the Conflict of Interest Code for Members of the House of Commons into the conduct of Mrs. Stephanie Kusie, Member of Parliament for Calgary Midnapore, in connection with public comments concerning a request for an inquiry about another Member of Parliament that she made to my Office. On March 29, 2018, I received a letter from Mrs. Kusie asking me to conduct an inquiry into the conduct of Mr. Raj Grewal, Member of Parliament for Brampton East. That same day, I learned that an article referring to the letter had been published on the National Post's website. Mrs. Kusie's letter was also posted on her website and Facebook account on March 29. The next day, a link to the National Post article was posted on her Twitter account. Subsection 27(2.1) of the Code prohibits a Member who has requested an inquiry from making any public comments relating to the inquiry until the Commissioner confirms that the Member who is the subject of the inquiry has received a copy of the complaint or 14 days have elapsed from the date of receipt of the request by the Commissioner, whichever is earlier. The evidence showed that even though it was the Office of the Leader of the Opposition who sent a copy of her letter requesting an inquiry to the National Post, Mrs. Kusie did make public comments on her website and Facebook and Twitter accounts about the request before I confirmed that Mr. Grewal had received a copy of it and before the required 14 days had elapsed since I received it. I therefore found that Mrs. Kusie contravened subsection 27(2.1) of the Code. The evidence showed that the Office of the Leader of the Opposition encouraged Mrs. Kusie, a recently elected Member, to post about her request on social media once it had been made public. In commenting publicly on her request for an inquiry in contravention of subsection 27(2.1) of the Code, Mrs. Kusie was acting on advice that she received from staff at the Office of the Leader of the Opposition and her non‑compliance was an error in judgment made in good faith. I therefore recommended that no sanction be imposed. Concerns and Process On March 29, 2018, I received a letter from Mrs. Stephanie Kusie, Member of Parliament for Calgary Midnapore, requesting that I conduct an inquiry into the conduct of Mr. Raj Grewal, Member of Parliament for Brampton East. That same day, I was informed by my Office that an article referring to that letter had been published on the National Post's website. Still on March 29, Mrs. Kusie's letter was posted on her website and a link to that item on her website was posted on her Facebook account. The following day, a link to the National Post article was posted on her Twitter account. On April 5, 2018, I wrote to Mrs. Kusie to notify her of my concern that she may have contravened subsection 27(2.1) of the Code in relation to the public comments she had made to the National Post as well as on her website and Facebook and Twitter accounts concerning her request for an inquiry into an alleged contravention of the Code by Mr. Grewal. Subsection 27(2.1) of the Code prohibits a Member who requests that an inquiry be conducted from making public comments relating to the inquiry until either the Commissioner confirms that the Member who is the subject of the inquiry has received a copy of the complaint or 14 days have elapsed following receipt of the request by the Commissioner. In my letter of April 5, 2018, I explained to Mrs. Kusie that the Code afforded her 30 days to respond to my concerns, after which I would decide whether an inquiry was warranted. On May 2, 2018, I received a letter from Mrs. Kusie dated April 23, 2018, in response to the concerns raised. I wrote to Mrs. Kusie on May 9, 2018, to inform her that, having carefully considered all the information before me including her written representations, I had reasonable grounds to believe that she had not complied with her obligations under the Code and that pursuant to subsection 27(4) of the Code, I was commencing an inquiry. On June 12, 2018, I conducted a first interview with Mrs. Kusie. I conducted additional interviews with witnesses and received additional documents from those witnesses in August and October 2018. At the end of my fact-finding process, I determined that a second interview with Mrs. Kusie was not required. I offered, however, to meet with Mrs. Kusie if she wished to make any further representations before I finalized my report. In keeping with the established practice of my Office, Mrs. Kusie was given an opportunity to review and comment on a draft of the factual portions of this report (Concerns and Process, Findings of Fact and Mrs. Kusie's Position) before they were finalized. Findings of Fact Mrs. Kusie was elected as the Member of Parliament for Calgary Midnapore in a by-election held on April 3, 2017, and thus became subject to the Conflict of Interest Code for Members of the House of Commons. The purpose of this inquiry was to determine whether Mrs. Kusie failed to comply with her obligations under the Code when she made public comments concerning her request for an inquiry into an alleged contravention of the Code by Mr. Grewal prior to my confirming that he had received a copy of the complaint. Concerns raised with the Office of the Leader of the Opposition Mrs. Kusie testified that she gathered information relating to Mr. Grewal's activities and submitted this information to the Office of the Leader of the Opposition (OLO) for review. Her original intention in submitting the documentation was to inform the OLO of the alleged activities and to assist in the creation of Question Period materials or media releases. Mrs. Kusie also added that, in submitting the information to the OLO, she did not believe she would have thought of an ethics inquiry. She recalled that the OLO had mentioned that there were other instances where the approach taken by the OLO had been to send a letter to my Office requesting an inquiry. In her interview, Mrs. Kusie indicated that she submitted the information to the OLO and that they determined that the allegations had legitimacy. The OLO then made the decision to draft the letter. Letter requesting an inquiry Mrs. Kusie's parliamentary assistant confirmed that an undated draft letter was prepared by the Communications team in the OLO and submitted to Mrs. Kusie's office for signature on March 29, 2018, at 10:07 a.m. This was corroborated in an email exchange between the OLO and Mrs. Kusie's office. According to documents received by my Office, Mrs. Kusie approved the letter requesting an inquiry at 10:30 a.m. At the OLO's request, her electronic signature was affixed to the still undated letter, which was forwarded by email to the OLO at 10:45 a.m. Mrs. Kusie's parliamentary assistant communicated by email with Mrs. Kusie's constituency office at 10:48 a.m. to forward to them the same signed but undated copy of the letter, letting them know the letter would be submitted that day. In the email, she wrote “we should post something about it as well." She emailed them again at 10:55 a.m. to forward a new copy of the letter, still undated but now on MP letterhead. Mrs. Kusie's parliamentary assistant testified that staff in the constituency office was responsible for maintaining Mrs. Kusie's website and Facebook account. According to an email dated March 29, 2018, at 12:45 p.m., the Senior Communications Officer in the OLO submitted a copy of Mrs. Kusie's letter requesting an inquiry to Ms. Marie-Danielle Smith, a reporter for the National Post. In her interview, the Senior Communications Officer testified that the letter had been released at the direction of the Director of Media Relations and Issues Management in the OLO. In a subsequent exchange of emails, the last of which was sent at 12:48 p.m., the Senior Communications Officer confirmed to Ms. Smith that, although there was no date on Mrs. Kusie's letter, she had submitted it to my Office already on that day. On March 29, 2018, at 12:51 p.m., I received by email a signed and dated copy of Mrs. Kusie's letter requesting that I conduct an inquiry into the conduct of Mr. Grewal. Mrs. Kusie's parliamentary assistant stated that the OLO had asked her to be informed when the letter was sent to my Office. In an email dated March 29, 2018, at 12:52 p.m., Mrs. Kusie's parliamentary assistant did so by forwarding to the Senior Communications Officer a copy of the letter that was sent to my Office along with my Office's acknowledgement of receipt of that letter. Comments published regarding the request for an inquiry Mrs. Kusie's parliamentary assistant told me that in a phone call with staff from the OLO, she was informed that an article in the National Post would be published, and that once this had occurred, Mrs. Kusie would be free and encouraged to post about her request on her social media accounts. Mrs. Kusie told me that she recalled being informed that there would potentially be a news story about her request, but that she was not made aware of the fact that the letter would be released to the National Post. Mrs. Kusie also told me that the OLO encouraged her and her office to post about the request on social media. Mrs. Kusie could not recall whether this encouragement occurred before or after the letter had been released by the OLO to the National Post. An article originally published in the National Post on March 28, 2018, entitled “NDP Asks Ethics Commissioner to Open an Investigation into Liberal MP over India Trip" was updated on March 29, 2018, at 1:04 p.m., with the new title “Conservatives Join NDP in Asking Ethics Commissioner to Open an Investigation into Liberal MP over India Trip," and referenced Mrs. Kusie's request for an inquiry. Later that day on March 29, 2018, at 2:17 p.m., a signed but undated copy of Mrs. Kusie's letter requesting an inquiry was posted on her website at www.stephaniekusiemp.ca. Then, at 3:41 p.m., a link to the letter on her website was posted on her Facebook account, where she stated: “Here is my letter to the Conflict of Interest and Ethics Commissioner regarding Liberal MP Raj Grewal." On March 30, 2018, a link to the National Post article was tweeted from Mrs. Kusie's Twitter account, “@StephanieKusie," where Mrs. Kusie's request for an inquiry was referred to again. In her interview, Mrs. Kusie confirmed that the member of her staff responsible for social media had posted the direct link to the letter on her website and Facebook account. She also recalled posting the tweet herself. During her interview, Mrs. Kusie confirmed that the Twitter and Facebook accounts as well as the website that were used in these instances are the social media tools that she uses in relation to her role as a Member of the House of Commons. Mrs. Kusie confirmed during her interview that she did not make any other public comment in relation to this request. Update to the National Post article and apology in the House of Commons On April 5, 2018, after I wrote to Mrs. Kusie to inform her of my concern that she may have breached subsection 27(2.1) of the Code, Mrs. Kusie's parliamentary assistant shared my letter with the OLO to request assistance in how to respond. The documentary evidence shows that a discussion was held between Mrs. Kusie's parliamentary assistant and the OLO, during which the OLO proposed that they would get the National Post to correct the article so that it no longer state that Mrs. Kusie had shared the letter requesting an inquiry with the National Post. The OLO also proposed that they work with Mrs. Kusie to draft a point of order that she could raise in the House of Commons once it resumed. Following that discussion, Mrs. Kusie's parliamentary assistant wrote to Mrs. Kusie to inform her of the suggested way forward. Additionally, in her email, Mrs. Kusie's parliamentary assistant pointed out that staff in the OLO did not think that the Commissioner's concerns were “a big deal," had noted that other Members had been “similarly reprimanded" and had sought to obtain approval to “leak out the letter [Mrs. Kusie] received confirming that the Ethics Commissioner is indeed investigating Grewal." In that same email, Mrs. Kusie's parliamentary assistant also highlighted that the advice they had received from the OLO had been to post on social media rather than to wait for confirmation by the Commissioner that Mr. Grewal had received a copy of the request for an inquiry. At 3:59 p.m. on April 5, 2018, the National Post article was updated to read as follows: In a letter sent to Dion, which a Conservative staffer shared with the Post, Kusie said Grewal's conduct was “improper" and “certainly flies in the face of the principles of the Conflict of Interest Code." [Emphasis added] Mrs. Kusie's parliamentary assistant testified that she drafted the initial apology and that the OLO helped her in finalizing it. On April 19, 2018, Mrs. Kusie rose on a point of order in the House of Commons and stated the following: Mr. Speaker, on a point of order, I rise regarding the preliminary review of the member for Brampton East by the Ethics Commissioner. As members may know, it was my letter to Mario Dion that started the inquiry into the member's actions. Once the preliminary review was public knowledge through media reports, I confirmed through social media that I had submitted the original complaint to the Ethics Commissioner.As you know, Mr. Speaker, in June 2015, a new section was added to the Conflict of Interest Code that requires MPs to avoid publicly commenting on complaints before the individual who is the subject of the complaint has been informed. The commissioner has since informed me that I should have waited before I commented on the matter publicly.I can assure you and the House, Mr. Speaker, that the error was totally inadvertent, because I believed that I was free to comment once the information became public. I understand now that I should have waited until receiving formal confirmation from Mr. Dion. Therefore, I want to apologize unreservedly to the Ethics Commissioner, the House, and to you yourself, Mr. Speaker. During their testimony, Mrs. Kusie and her parliamentary assistant both told me that, in their earlier interactions with the OLO, they had never been informed of past incidents involving other Members but instead were encouraged to post on social media. I note that a similar apology was made by the Honourable Andrew Scheer on January 31, 2017, following public comments made to journalists concerning a request for an inquiry into the conduct of the Right Honourable Justin Trudeau. Mrs. Kusie's assistant testified that the Director of Media Relations and Issues Management in the OLO had mentioned that apology to her when discussing Mrs. Kusie's potential apology.​ Mrs. Kusie's Position In a letter dated May 15, 2018, Mrs. Kusie wrote that neither she nor any of the staff in her office released the letter to the National Post. Mrs. Kusie added that while she had confirmed on social media that she submitted a request for an inquiry to my Office, based on the advice she received from the OLO, she believed that once the request was in the public domain, she would be able to make public comments relating to it. In her view, the error was totally inadvertent and in large part due to this belief and her ignorance of the rules.​ Analysis and Conclusion In this inquiry, I had to determine whether Mrs. Kusie, as a Member of the House of Commons, contravened subsection 27(2.1) of the Code given that, within one day of having requested an inquiry into an alleged contravention of the Code by Mr. Grewal and prior to receiving my confirmation that Mr. Grewal had received the complaint, her request was referred to in a National Post article and in publications made on her website and on her Facebook and Twitter accounts. Subsection 27(2.1) prevents Members of the House of Commons from commenting publicly about a request for inquiry prior to receiving confirmation from my Office that the Member who is the subject of the complaint has received it, or before 14 days have elapsed. It reads as follows: 27. (2.1) The Member who requested that an inquiry be conducted shall make no public comments relating to the inquiry until the Commissioner confirms that the subject of the inquiry has received a copy of the complaint or 14 days have elapsed following the receipt of the request by the Commissioner, whichever is earlier. Analysis Subsection 27(2.1) has been in force since October 20, 2015. In June 2015, the House of Commons concurred in the Thirty-Ninth Report of the Standing Committee on Procedure and House Affairs (PROC), agreeing to the Committee's recommended changes to the Code. Part of those recommendations included the addition of subsection 27(2.1) to the Code. In my view, the language and intent of subsection 27(2.1) of the Code is unambiguous and clearly prohibits the Member requesting an inquiry from making public comments unless certain conditions have been met. As stated in two of my previous reports, the Angus Report I and the Angus Report II, the Member issuing a public notification or confirmation that a request for an inquiry has been made is a public comment. This interpretation is consistent with other provisions of the Code, namely paragraphs 27(5.1)(i) and (ii), which refer to the mere confirmation that a request for inquiry has been received or a preliminary review or inquiry has been commenced or completed as “public comments." These provisions read as follows: 27. (5.1) The Commissioner shall make no public comments relating to any preliminary review or inquiry except to:(i) confirm that a request for an inquiry has been received;(ii) confirm that a preliminary review or inquiry has commenced or been completed; The evidence gathered in this inquiry shows that Mrs. Kusie was not aware that the OLO intended to release her letter requesting an inquiry to the National Post, which was done even before I received the request. As a result, she cannot be held responsible for the release of her letter to the National Post. On the other hand, the evidence clearly shows that public comments concerning the request were made shortly thereafter on Mrs. Kusie's website and Facebook and Twitter accounts. Mrs. Kusie confirmed that the website and Twitter and Facebook accounts that were used in these instances are the social media tools that she uses in relation to her role as a Member of the House of Commons. These public comments occurred both prior to my confirming that Mr. Grewal had received a copy of the complaint and prior to the required 14 days having elapsed following my receipt of the complaint on March 29, 2018. I am concerned that Mrs. Kusie received information and advice from the OLO encouraging her to make public comments once the OLO had made her request public as this clearly prompted her to contravene a provision of the Code, namely subsection 27(2.1). The fact that Mrs. Kusie's public comments were made on the same day I received the request did not allow for the reasonable period of 14 days that PROC afforded to the Commissioner to inform the Member concerned about the complaint. In my view, Mrs. Kusie's public tweet, Facebook post and posting of her request for an inquiry on her website ran contrary to the intent of subsection 27(2.1), as the Member complained against clearly risked hearing about the request from other sources before hearing from my Office. Conclusion For the reasons stated above, I have determined that Mrs. Kusie contravened subsection 27(2.1) of the Code concerning the public comments made in relation to her request for an inquiry on her website and Facebook and Twitter accounts. Sanction Pursuant to subsection 28(5) of the Code, where a Member has not complied with the Code, the Commissioner may find that there were mitigating circumstances. The subsection reads as follows: 28. (5) If the Commissioner concludes that a Member has not complied with an obligation under this Code but that the Member took all reasonable measures to prevent the non-compliance, or that the non-compliance was trivial or occurred through inadvertence or an error in judgment made in good faith, the Commissioner shall so state in the report and may recommend that no sanction be imposed. While I have determined that Mrs. Kusie has not complied with her obligations under subsection 27(2.1) of the Code, I have concluded for the reasons set out below that the non-compliance was an error in judgment made in good faith. Mrs. Kusie, a recently elected Member, was acting on the advice she received from the staff at the OLO who encouraged her to make public comments concerning her request. This advice was provided despite the OLO's knowledge of previous experiences with other Members of Parliament concerning the restrictions relating to making public comments on requests as set out in subsection 27(2.1) of the Code. I further note that in her written representations, during her testimony and before the House of Commons, Mrs. Kusie apologized for having erred in not waiting for confirmation from my Office before personally commenting publicly on her request for an inquiry. I believe in the sincerity of Mrs. Kusie's apology. I therefore recommend that no sanction be imposed. Schedule: List of Witnesses The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this inquiry. Interviews and Written Submissions Office of Mrs. Stephanie Kusie, Member of Parliament for Calgary Midnapore Ms. Catherine Hingley, Member's Assistant Office of the Leader of the Opposition Ms. Kelsie Corey, Senior Communications Officer Written Submissions Office of the Leader of the Opposition Mr. Marc-André Leclerc, Acting Chief of Staff, on behalf of the Honourable Andrew Scheer, Leader of the Opposition

Report on a Minister for making a decision to pursue issuing a fishing licence to a company connected to a relative. Preface This report is submitted pursuant to the Conflict of Interest Act (Act) S.C. 2006, c. 9, s. 2.The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a parliamentarian or, as is the case with this examination, on his own initiative.When an examination is conducted on the Commissioner’s own initiative, unless the examination is discontinued, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner’s analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act of the conduct of the Honourable Dominic LeBlanc, when he was Minister of Fisheries, Oceans and the Canadian Coast Guard, in relation to his decision to pursue issuing an Arctic surf clam licence to the Five Nations Clam Company. I launched the examination on my own initiative when my Office became aware of information linking a proposal by the Five Nations Clam Company to Mr. Gilles Thériault, a first cousin of Mr. LeBlanc’s spouse. Mr. Thériault was to be the company’s General Manager should it be granted the licence. In December 2017, Mr. LeBlanc selected the Five Nations Clam Company as his preferred proponent, and in February 2018 his department announced a licence would be issued to the company. (Fisheries and Oceans Canada later cancelled the process for issuing the licence; the cancellation had no bearing on this examination.) I had to determine whether Mr. LeBlanc contravened subsection 6(1) and section 21 of the Act. Subsection 6(1) prohibits public office holders from making a decision that would place them in a conflict of interest. As established in section 4, public office holders are in a conflict of interest when they exercise an official power, duty or function that provides an opportunity to further their private interests or those of their relatives or friends or to improperly further another person’s private interests. Section 21 requires them to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. As Minister of Fisheries and Oceans, Mr. LeBlanc was exercising an official power, duty or function when he made the decision to pursue the proposal from the Five Nations Clam Company for the Arctic surf clam licence. His decision provided an opportunity to further the private interest of Mr. Thériault, whose compensation by the company depended on it being granted the licence. As a first cousin of Mr. LeBlanc’s spouse, Mr. Thériault is his relative under subsection 2(3) of the Act, which defines relatives as persons related to the public office holder by birth, marriage, common-law partnership, adoption or affinity. Although I have the discretion to limit the scope of this definition, I　found no reason in this case to do so. Mr. LeBlanc was aware of Mr. Thériault’s extensive involvement in the fishing industry. He was also aware of his family relationship to Mr. Thériault when he made the decision to pursue next steps in issuing the licence to the Five Nations Clam Company. In fact, Mr. Thériault raised the licencing issue with Mr. LeBlanc prior to the decision and Mr. Thériault’s name appeared on the proposal submitted to Fisheries and Oceans Canada and read in full by Mr. LeBlanc. I therefore found that Mr. LeBlanc contravened subsection 6(1) and section 21 of the Act. Concerns On April 27, 2018, I received a letter from Mr. Todd Doherty, Member of Parliament for Cariboo–Prince George, requesting that I initiate an investigation into the conduct of the Honourable　Dominic LeBlanc, P.C., M.P., then Minister of Fisheries, Oceans and the Canadian Coast Guard, in relation to the announcement by Fisheries and Oceans Canada that it would be awarding a fourth fishing licence for the Arctic surf clam in Atlantic Canada. Information in the public domain indicated that the Five Nations Clam Company, to whom the fishing licence would be awarded, had been identified by Mr. LeBlanc in a response to a briefing note prepared by Fisheries and Oceans Canada instructing the Department to explore their proposal further, to the exclusion of other proposals. Mr. Doherty had concerns, on the basis of information in the public domain, that Mr. LeBlanc may have contravened his obligations under the Conflict of Interest Act (Act). Mr. Doherty alleged that Mr. LeBlanc had, in making the decision, furthered the private interests of Mr. Edgar Samson, brother of Mr. Darrell Samson, Member of Parliament for Sackville–Preston–Chezzetcook. Mr. Edgar Samson is the CEO and President of Premium Seafoods, a seafood harvesting, processing and marketing company that had partnered with the Five Nations Clam Company for the licencing proposal. I found that Mr. Doherty’s request did not meet the requirements of a request made under section 44 of the Act. Therefore I　did not commence an examination under section 44 of the Act and so informed Mr. Doherty and Mr. LeBlanc on May 8, 2018. Three days later, my Office became aware of information linking the Five Nations Clam Company proposal to Mr. Gilles Thériault, a first cousin of Mr. LeBlanc’s spouse. I then decided to commence an examination on my own initiative under section 45 of the Act. Process The purpose of this examination was to determine whether Mr. LeBlanc failed to comply with his obligations under the Act when, as Fisheries and Oceans Canada announced on February 21, 2018, he selected Five Nations Clam Company to be the recipient of a fourth fishing licence for the Arctic Surf Clam. This licence was for 25 percent of the total allowable catch, valued at approximately $24 million in sales the first year of the licence. Before I initiated this examination, the Miawpukek First Nation had launched a judicial review of the ministerial decision communicated in the announcement that a new Arctic surf clam licence would be issued to the Five Nations Clam Company. In the context of these judicial proceedings, the complete record of the Minister’s decision, including the proposals he had considered, was filed with the court and became available in the public domain. I was able to refer to this record over the course of my investigation and therefore required less production of documents from third parties. On May 11, 2018, I sent a letter to Mr. LeBlanc setting out my reasons to believe that he may have contravened his obligations under subsection 6(1), section 7 and section 21 of the Act based on new information found in the public domain indicating that the proposal was linked to Mr. Thériault, and informing him that I had commenced an examination. Subsection 6(1) of the Act prohibits public office holders from making or participating in making a decision related to the exercise of an official power, duty or function if they know or reasonably should know that, in the making of the decision, they would be in a conflict of interest. Section 7 prohibits a public office holder, in the exercise of an official power, duty or function, from giving preferential treatment to any person or organization based on the identity of a person or organization that represents the first-mentioned person or organization. Section 21 of the Act requires that public office holders recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. Section 4 of the Act defines the circumstances in which a public office holder can be understood to be in a conflict of interest, that is when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of relatives or friends or to improperly further another person’s private interests. I received additional written submissions from Mr. Doherty on May 18, 2018, setting out his grounds for holding an examination. In addition to the provisions listed above, Mr. Doherty alleged contraventions of section 9 and subsection 14(4) of the Act. I did not pursue these two allegations since there was no indication, in my view, that Mr. LeBlanc had contravened either of these provisions. I received a detailed response from Mr. LeBlanc dated May 14, 2018 as well as additional information from him on May 22, May 25 and July 10, 2018. I also received information from Fisheries and Oceans Canada on June 4 and June 8, 2018. In June and July 2018, I sought documentary evidence from additional witnesses. On July 26, 2018, I informed Mr. LeBlanc that I would no longer be pursuing the concerns I previously had under section 7 of the Act, and that I was now limiting my examination to a possible contravention of subsection 6(1) and a possible breach of his duty to recuse as required by section 21 of the Act and invited him to provide additional representations. Mr. LeBlanc, through his counsel, provided me with additional representations on August 10, 2018, and I conducted an interview with him on August 16, 2018, at the end of the fact-finding process. Mr. LeBlanc was also given an opportunity to comment on a draft of the factual sections of this report (Concerns, Process, Findings of Fact and Mr. LeBlanc’s Position) before it was finalized. Findings of Fact Initial Decision to Issue a Fourth Licence in the Arctic Surf Clam Fishery The Arctic surf clam is a saltwater clam harvested in the Atlantic, intended primarily for consumption in Asian markets as sushi. Fisheries and Oceans Canada has issued three fishing licences for this species. Since 1999, Clearwater Seafoods has held, either directly or indirectly, all three current offshore surf clam licences. On December 22, 2016, Fisheries and Oceans Canada publicly announced that a decision would be made concerning increased access to the Arctic surf clam fishery for 2018. In his testimony, Mr. LeBlanc stated that there was significant interest around a fourth licence, both before and after the Expression of Interest process was initiated. He noted there had been pressure in Atlantic Canada from non-Indigenous businesses for a long time, but it was increasingly becoming a source of focus for some Indigenous communities as well. Mr. LeBlanc announced on September 6, 2017 that, following an expression of interest, he would be issuing a fourth licence in 2018 representing 25 percent of the total existing allowable catch. Section 7 of the Fisheries Act provides that the Minister of Fisheries and Oceans may, in his absolute discretion, issue or authorize to be issued leases and licences for fisheries or fishing anywhere the exclusive right of fishing does not already exist by law. Until a licence is actually issued, the Minister may re-evaluate or reconsider the decision to issue a licence. Mr. LeBlanc stated that the Expression of Interest process was seen as informing the exercise of this broad discretion under the Fisheries Act. The eligibility criteria for the Expression of Interest required applicants to be an Indigenous entity located in one of the four Atlantic provinces or Quebec, be majority owned by Canadians and be able to comply with all existing conditions of the licence. According to Mr. LeBlanc, the criteria set out in the Expression of Interest were intended to advance the government’s objectives around reconciliation with Indigenous communities and increase economic development opportunities for Indigenous communities. A total of nine proposals were received under the Expression of Interest process. Two did not meet the eligibility requirements and were dismissed by Fisheries and Oceans Canada. The Department assessed the remaining seven proposals, one of which was a proposal submitted by the Five Nations Clam Company. The Department also determined that four of the proposals, including the one from the Five Nations Clam Company, set out clear plans for deliverables and timelines in partnership with Indigenous communities. The Department did not suggest which proposal the Minister should select or examine further. Instead, it set out the strengths and weaknesses of each proposal. In December 2017, following the initial assessment by the Department, Mr. LeBlanc selected Proposal 6, the Five Nations Clam Company proposal, as his preferred option for awarding the fourth licence. In response to the departmental Memorandum to the Minister, Mr. LeBlanc wrote: "Please take next steps with Proponent #6 and ensure that additional indigenous communities are quickly confirmed. Also, please update me before issuing formal license and/or quota." Mr. LeBlanc confirmed that he had read all the proposals submitted to him for review by Fisheries and Oceans Canada. He stated that he selected Proposal 6 because it was well developed, presented a creative ownership and partnership structure including a partnership with a mid-sized company, Premium Seafoods, and had the greatest participation of Indigenous groups across five provinces. On February 21, 2018, Fisheries and Oceans Canada announced that a new Arctic surf clam licence would be issued to the Five Nations Clam Company. The Five Nations Clam Company Proposal The proposal, dated November 2, 2017, consisted of a letter from Chief Aaron Sock, Chief of the Elsipogtog First Nation and President of the Five Nations Clam Company, and an application for the licence to harvest the Arctic surf clam. The proposal sets out an economic model where five First Nations communities from New Brunswick, Prince Edward Island, Nova Scotia, Newfoundland and Labrador and Quebec would partner to provide initial capital investment in the company, in exchange for job creation and reinvestment of revenues into the communities. It included the Elsipogtog First Nation, the Nutashkuan Innu and three additional Indigenous communities to be confirmed in partnership with Premium Seafoods, a seafood harvesting, processing and marketing company located in Arichat, Nova Scotia. Mr. Thériault’s involvement with the Five Nations Clam Company In the Five Nations Clam Company’s initial submission to Fisheries and Oceans Canada, Chief Aaron Sock identified Mr. Gilles Thériault as the proposed General Manager of the Five Nations Clam Company, should the licence be awarded to them. Mr. Thériault informed me in his written response to my request for information that the decision was made to add his name to the proposal to give more credibility to the submission, due to his many years of experience related to Indigenous communities and fisheries. Mr. Thériault is currently General Manager of McGraw Seafood, a fishery operator owned by the Elsipogtog First Nation. In this position, he is mentoring a successor from the First Nation to take over in 2019. The proposal set out Mr. Thériault’s anticipated role: Initially, the Five Nations Clam Company will be headed by Gilles Theriault [sic], the current manager of the Elsipogtog First Nation-owned McGraw Seafood fish processing plant in northern New Brunswick. Gilles is a widely respected expert with over 30 years experience in fisheries-related consulting, negotiations, etc. He has substantial experience working with First Nations fisheries and is currently mentoring a young leader from the Elsipogtog First Nation to take over the management of McGraw Seafood. The same approach will be taken with the Five Nations Clam Company. Mr. Thériault added that, as an expert in the field, he was asked by Chief Aaron Sock to identify and contact potential partners for the venture. Mr. Thériault approached a First Nations community in each of the Atlantic provinces as well as Quebec, and also approached Premium Seafoods. While Mr. Thériault was in discussions with these various groups about their involvement, the Elsipogtog First Nation hired a consultant to prepare the proposal. Mr. Thériault wrote that he submitted the proposal electronically to Fisheries and Oceans Canada. Mr. Thériault wrote that his potential employment with the Five Nations Clam Company was contingent on all partners confirming their participation, on the proposal being selected by the Minister and on the Minister granting the licence to the Five Nations Clam Company. In his letter to me, Mr. Thériault set out his proposed salary structure as General Manager. Much like his salary with McGraw Seafood, his salary with the Five Nations Clam Company would have been dependent on the total revenue of each of the Five Nations communities partnered in the company. As total revenue for each First Nation increased, Mr. Thériault would be paid a higher percentage of the total revenues. There is no information to indicate that Mr. Thériault would have had any other financial interest in the company. Mr. Thériault stated that given his age, he would expect to lead the company on an interim basis only. Mr. LeBlanc’s Relationship with Mr. Thériault Mr. LeBlanc stated that Mr. Thériault is one of his spouse’s 60 first cousins. More specifically, he is the son of Mr. LeBlanc’s spouse’s mother’s brother. Mr. LeBlanc told me that neither he nor his spouse has a close, personal relationship with Mr. Thériault, and he has seen him at family gatherings fewer than 10 times in the past 15 years. Both Mr. LeBlanc and Mr. Thériault, in their letters to me, indicated that they have known each other as acquaintances for many years outside of their family relationship since Mr. Thériault is very involved in the fishery and was a founder of the Maritime Fishermen’s Union. Mr. LeBlanc wrote that he first met Mr. Thériault as a child, when his father, the Right Honourable Roméo LeBlanc, was Minister of Fisheries and Oceans. Mr. LeBlanc confirmed that he had known for many years that Mr. Thériault was his spouse’s cousin. The interactions between Mr. LeBlanc and Mr. Thériault Both Mr. LeBlanc and Mr. Thériault provided me with separate lists of official and unofficial interactions that had taken place over the last 12 months, and the evidence provided from both was consistent. They both listed four occasions between fall 2017 and summer 2018 where Mr. Thériault and Mr. LeBlanc interacted. The interactions took place both before and after the announcement that the Five Nations Clam Company would be awarded the licence. In fall 2017, they attended a meeting in Moncton, New Brunswick, convened by the provincial government, to discuss the provincial shipyard in Caraquet, New Brunswick. At the end of this meeting, Mr. Thériault told Mr. LeBlanc that the Elsipogtog First Nation intended to join with other Indigenous communities and apply for the fourth Arctic surf clam licence. There was no other discussion of the licence at that meeting. On February 4, 2018, Mr. Thériault and Mr. LeBlanc were invited to a social gathering. Mr. Thériault asked Mr. LeBlanc when the announcement regarding the licence could be expected. Mr. Thériault recalled that Mr. LeBlanc said "shortly" while Mr. LeBlanc wrote that his answer was vague and non-committal. In March 2018, they saw each other at a coffee shop in Shediac, New Brunswick, after Mr. LeBlanc had announced that Fisheries and Oceans Canada would be pursuing the proposal submitted by the Five Nations Clam Company. Mr. LeBlanc told Mr. Thériault that it would be important for Chief Sock and his partners to cooperate with the Department’s process. On April 11, 2018, after Fisheries and Oceans Canada had announced that the Five Nations Clam Company would be awarded the licence, Mr. Thériault and Mr. LeBlanc were both present at a meeting in Shippagan, New Brunswick, between representatives of various stakeholders in the Atlantic snow crab fishery to discuss measures to protect the North Atlantic right whale from entanglement in fishing gear in the Gulf of St. Lawrence. Mr. Thériault attended as a representative of the snow crab fishery. Both Mr. Thériault and Mr. LeBlanc stated that they did not interact at that meeting or discuss the proposal. In addition to these interactions, Mr. LeBlanc admitted without hesitation that when reading through the proposals, he had noted that Mr. Thériault’s name was included in the proposal submitted by the Five Nations Clam Company. Decision to Cancel the Expression of Interest Process On July 10, 2018, Mr. LeBlanc wrote to me with a copy of a memorandum containing recommendations from Fisheries and Oceans Canada that the Expression of Interest process for issuing a fourth Arctic surf clam licence be terminated and no licence be issued. Mr. LeBlanc became Minister of Intergovernmental Affairs and Northern Affairs and Internal Trade on July 18, 2018, and is no longer Minister of Fisheries, Oceans and the Canadian Coast Guard. Mr. LeBlanc's Position Mr. LeBlanc wrote in his letter of May 14, 2018, that the Call for Expressions of Interest process was, in his view, fully compliant with the Act. Mr. LeBlanc submitted that Mr. Thériault is not a relative within the meaning of the Act. Mr. LeBlanc indicated that neither he, nor his spouse socialized with Mr. Thériault. Mr. LeBlanc added that Mr. Thériault was never invited to family gatherings attended by friends and close family members, such as Mr. LeBlanc’s wedding, birthdays, holidays or election night celebrations. In a subsequent submission, Mr. LeBlanc’s counsel also emphasized that, in their view, Mr. Thériault is neither a relative, nor a friend of Mr. LeBlanc for the purposes of the Act. They argued that the definition of a relative under the Act is confined to one’s immediate family (by birth or adoption), one’s spouse or common-law partner and the immediate family (by birth or adoption) of one’s spouse or common-law partner. In their view, the reference to "relatives or friends" in section 4 of the Act is meant to include only the closest of family relations, which would exclude Mr. LeBlanc’s relationship with Mr. Thériault. They also noted that there are no provincial or federal conflict of interest statutes that contemplate including cousins, or cousins through marriage, as family members or relatives. Here, Mr. LeBlanc submitted that there is no evidence of a friendship with Mr. Thériault, citing the Office’s past interpretations of friendship to include relationships where a "close bond," a feeling of affection" or a "special kinship" are evident. Mr. LeBlanc further submitted that Mr. Thériault's private interests could not have been furthered because Mr. Thériault's interests are too remote from the decision-making process to qualify as a conflict under the Act. In order for the furtherance of a private interest to be found, the furtherance must be apparent and direct. In any event, Mr. LeBlanc submitted that even if Mr. Thériault’s private interests were furthered, he did so inadvertently since he had no knowledge of Mr. Thériault’s compensation structure with the Five Nations Clam Company. Finally, Mr. LeBlanc submitted that he did not improperly further the private interests of Mr. Thériault, pointing to past reports where the Commissioner concluded that, given that there was no preferential treatment in the context of section 7, there was no impropriety. Analysis and Conclusion Analysis In this examination, I must determine whether Mr. LeBlanc, in his former position as Minister of Fisheries, Oceans and the Canadian Coast Guard, contravened subsection 6(1) and section 21 of the Act when he made the decision to pursue issuing an Arctic surf clam licence to the Five Nations Clam Company. Subsection 6(1) of the Act prohibits public office holders from making a decision that would place them in a conflict of interest. It reads as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 4 of the Act describes the circumstances under which a public office holder would be in a conflict of interest for the purposes of subsection 6(1) of the Act. Section 4 reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person’s private interests. Section 21 of the Act requires public office holders to recuse themselves from certain situations. It reads as follows: 21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. The evidence gathered in this examination shows that Mr. LeBlanc, Minister of Fisheries, Oceans and the Canadian Coast Guard, was exercising an official power, duty and function when he made the decision to pursue the proposal from the Five Nations Clam Company for the Arctic surf clam licence to the exclusion of all other proposals. Mr. LeBlanc was acting squarely within his authority under the Fisheries Act in making this ministerial decision. Mr. Thériault had a potential pecuniary interest in the outcome, as the intention was for Mr. Thériault to take the position of General Manager of the Five Nations Clam Company. This was apparent in the Five Nations Clam Company’s proposal submitted to the department and reviewed by Mr. LeBlanc. Although there was no evidence to suggest that Mr. LeBlanc was aware of the specific compensation structure attributed to the General Manager of the Five Nations Clam Company, I find that Mr. LeBlanc knew or reasonably should have known that Mr. Thériault, as General Manager, would have received some form of compensation for his involvement in the event the licence was awarded. I am therefore satisfied that Mr. LeBlanc had the opportunity to further Mr. Thériault’s private interests in the matter, even though the licence was ultimately not awarded. What remains to be determined is whether Mr. LeBlanc was in a conflict of interest within the meaning of section 4 of the Act by furthering the private interests of a relative. Mr. LeBlanc is of the view that Mr. Thériault is not a relative within the meaning of the Act, since the family connection is too weak to give rise to a conflict. According to Mr. LeBlanc, the Act only applies to a public office holder’s immediate family members, not a spouse’s first cousin. The Act specifies the following with regard to relatives of public office holders: 2(3) Persons who are related to the public office holder by birth, marriage, common-law partnership, adoption or affinity are the public office holder’s relatives for the purposes of this Act unless the Commissioner determines, either generally or in relation to a particular public office holder, that it is not necessary for the purposes of this Act that a person or a class of persons be considered a relative of a public office holder. The scope of the term for the purposes of the Act is expansive and not restricted to immediate family members. In particular, I note that relatives by affinity, generally defined as persons who are related as a result of marriage, are specifically mentioned. This provision affords me considerable discretion to exclude a person or class of persons from being considered a relative. Mr. Thériault, as Mr. LeBlanc’s spouse’s first cousin, would qualify as a relative by affinity, unless I am of the view that it is not necessary for the purposes of the Act. Furthermore, the Act also includes a separate, more restrictive definition of "family members" in subsection 2(2): 2(2) The following are the members of a public office holder’s family for the purposes of this Act:(a) his or her spouse or common-law partner; and(b) his or her dependent children and the dependent children of his or her spouse or common-law partner. Thus the Act distinguishes between the requirements public office holders have with respect to their family members and to their relatives. For this reason, I cannot accept Mr. LeBlanc’s narrow interpretation of the term "relative" for the purposes of the Act. I am of the opinion that the intent of the Act is to view the definition of relative beyond the immediate members of a public office holder’s family. Based on the evidence gathered, there is no question that Mr. Thériault is Mr. LeBlanc’s relative by affinity and that Mr. LeBlanc was aware of this family relationship at the time of the decision. Mr. LeBlanc was also aware of Mr. Thériault’s extensive involvement in the fishing industry and had discussed the submission of the proposal prior to its receipt by Fisheries and Oceans Canada at an official meeting between Mr. Thériault and Mr. LeBlanc on another matter. The inclusion of Mr. Thériault’s name in the proposal, while no doubt adding to its credibility due to his extensive involvement in the seafood industry and with First Nations in New Brunswick, should have put Mr. LeBlanc on notice of the existence of a potential conflict. Mr. LeBlanc’s position was that a conflict, perceived or actual, could not occur because he and Mr. Thériault did not have a relationship beyond that of being acquaintances. In other words, they did not enjoy a close familial relationship. In the absence of a definition of "friend" in the Act, I　have been required in other cases to make a determination on the closeness of a personal relationship. For example, I took into account the extent of a relationship to determine whether it constituted a friendship under the Act in the Chapman Report. The closeness of the relationship is of less concern, however, when looking at a situation involving relatives through the lens of the Act. I see no reason here to adopt a set of criteria as must be done for friends, especially since there is no legislative indication that such considerations are warranted. Although Mr. LeBlanc wrote that his spouse has 60 first cousins including Mr. Thériault, I am of the view that a spouse’s first cousin, as a class of persons generally or in relation to Mr. LeBlanc in particular, should not be excluded from the definition of relatives. Public office holders are not expected to have knowledge of the private affairs of each of their birth relatives, much less those of relatives by affinity. However, when they are aware of an opportunity to further the private interests of a relative through the exercise of an official power, duty or function, they must be vigilant in taking appropriate action to avoid a conflict of interest. I find, for the reasons stated above, that Mr. LeBlanc was in a conflict of interest in relation to the decision to award the Arctic surf clam licence to the Five Nations Clam Company. Consequently, Mr. LeBlanc should have recused himself from that decision since it provided an opportunity to further Mr. Thériault’s private interests. Conclusion For the reasons stated above, I have determined that Mr. LeBlanc contravened subsection 6(1) of the Act by making a decision that placed him in a conflict of interest, as well as section 21 of the Act, which sets out a corresponding duty to recuse. Schedule: List of Witnesses The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Written Submissions McGraw Seafood Mr. Gilles Thériault, General Manager Information and Documents Requested Fisheries and Oceans Canada Catherine Blewett, Deputy MinisterKevin Stringer, Associate Deputy Minister

Report on Chief Executive Officer of the Canadian Museum of Immigration at Pier 21 for furthering the private interests of a friend by appointing them to a senior position. Preface The Conflict of Interest Act, S.C. 2006, c. 9, s. 2 (Act) came into force on July 9, 2007. An examination under the Act may be initiated by the Conflict of Interest and Ethics Commissioner at the request of a member of the Senate or House of Commons or on the initiative of the Commissioner. On receipt of a referral from the Public Sector Integrity Commissioner pursuant to subsection 24(2.1) of the Public Servants Disclosure Protection Act, the Commissioner may, if he has reason to believe that a public office holder or former public office holder has contravened the Act, decide to examine the matter on his own initiative pursuant to section 45 of the Act. Whether or not the Commissioner initiates an examination under section 45 of the Act, where there has been a referral from the Public Sector Integrity Commissioner, the Conflict of Interest and Ethics Commissioner must, pursuant to section 68 of the Act, provide a report to the Prime Minister setting out the facts in question as well as his analysis and conclusions. A copy of the report must also be provided to the public office holder or former public office holder who is the subject of the report and to the Public Sector Integrity Commissioner. The report is also made public pursuant to section 68. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act of the conduct of Ms. Marie Chapman, Chief Executive Officer of the Canadian Museum of Immigration at Pier 21, a federal Crown corporation. As a result of a disclosure referred to my Office in October 2017 by the Office of the Public Sector Integrity Commissioner, my predecessor launched an examination on her own initiative in order to determine whether Ms. Chapman contravened subsection 6(1) and section 21 of the Act when she offered Ms. Jennifer Sutherland, an alleged friend, a contract for a term position in 2014, and appointed her to a permanent position in 2015. I decided to continue the examination when I assumed the position of Conflict of Interest and Ethics Commissioner in January 2018. Subsection 6(1) of the Act prohibits public office holders from making or participating in making a decision related to the exercise of an official power, duty or function if they know or reasonably should know that, in the making of the decision, they would be in a conflict of interest. Section 21 requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. Section 4 establishes that a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of relatives or friends, or to improperly further another person's private interests. Ms. Chapman, as Chief Executive Officer of the Museum, was exercising an official power, duty and function when she made the decisions to offer term and permanent positions to Ms. Sutherland. It is also clear that these decisions furthered Ms. Sutherland's private interests. I determined that while Ms. Chapman and Ms. Sutherland have a friendly working relationship, they are not “friends" for the purposes of section 4 of the Act. As a result, Ms. Chapman did not place herself in a conflict of interest by furthering the private interests of a friend. Neither did she place herself in a conflict of interest by otherwise improperly furthering Ms. Sutherland's private interests, as there was nothing irregular or unusual about the manner in which the term and permanent positions were created, advertised and staffed. As Ms. Chapman was not in a conflict of interest, I determined that she did not have a duty to recuse herself from any decisions related to Ms. Sutherland's employment with the Museum. Consequently, I found that Ms. Chapman did not contravene subsection 6(1) or section 21 of the Act.​ Concerns On October 19, 2017, the Office of the Public Sector Integrity Commissioner of Canada referred to this Office, under subsection 24(2.1) of the Public Servants Disclosure Protection Act, a disclosure that it had received. The disclosure raised a conflict of interest concern regarding Ms. Marie Chapman, Chief Executive Officer of the Canadian Museum of Immigration at Pier 21. It was alleged that, in 2015, she had improperly handled a staffing process resulting in the appointment of a friend, Ms. Jennifer Sutherland, to the position of Chief, Communications and Partnerships. Process On November 7, 2017, my predecessor, Ms. Mary Dawson, wrote to Ms. Chapman regarding the referral from the Office of the Public Sector Integrity Commissioner of Canada and requested additional information. In a letter dated December 14, 2017, Ms. Chapman submitted the requested additional information and supporting documentation, and stated that in 2014, she had also offered a contract for a term position to Ms. Sutherland, the alleged friend. On January 5, 2018, Ms. Dawson wrote to Ms. Chapman and informed her that she was initiating an examination in accordance with subsection 45(1) of the Conflict of Interest Act. The purpose of the examination was to determine whether Ms. Chapman had contravened subsection 6(1) and section 21 of the Act when she offered Ms. Sutherland a contract for a term position in 2014 and when she appointed Ms. Sutherland to the permanent position of Chief, Communications and Partnerships in 2015. Subsection 6(1) of the Act prohibits public office holders from making or participating in making a decision related to the exercise of an official power, duty or function if they know or reasonably should know that, in the making of the decision, they would be in a conflict of interest. Section 21 of the Act requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. Section 4 of the Act defines the circumstances in which a public office holder can be understood to be in a conflict of interest, that is when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of relatives or friends, or to improperly further another person's private interests. On January 9, 2018, I began my mandate as Conflict of Interest and Ethics Commissioner. After reviewing the information relating to this matter, I determined that the examination should proceed. My Office informed Ms. Chapman of my decision on January 16, 2018. An interview was conducted with Ms. Chapman on February 16, 2018. My Office interviewed two additional witnesses after having received documentation from them. Ms. Chapman was given an opportunity to review the transcript from her interview, excerpts of transcripts from the two witness interviews and other relevant documents. Ms. Chapman was also given an opportunity to comment on a draft of the factual portions of this report (Concerns, Process, Findings of Fact and Ms. Chapman's Position) before it was finalized. Findings of Fact The Canadian Museum of Immigration at Pier 21 As stated in the Canadian Museum of Immigration at Pier 21's annual and corporate reports, Pier 21 in Halifax was an entry point for almost one million immigrants coming to Canada between 1928 and 1971. In 1988, the Pier 21 Society was formed as a non-profit, charitable organization supported by an endowment fund. The Pier 21 Society's goal was to turn the immigration shed into a museum. In 1999, the Pier 21 Society's Museum opened. On June 7, 2010, the Government of Canada tabled Bill C-34, Creating Canada's New National Museum of Immigration at Pier 21 Act, which made amendments to the Museums Act. As a result, the Pier 21 Society's Museum would become the Canadian Museum of Immigration at Pier 21, the first national museum in Atlantic Canada. The amendments to the Museums Act came into force on November 25, 2010, and set out the powers that the Canadian Museum of Immigration at Pier 21 (Museum) may exercise in carrying out its purpose. Pursuant to the Museums Act, the Museum is a federal Crown corporation. The Museum operates at arm's length from the Government with respect to its day-to-day operations and activities. A Board of Trustees, appointed by the Governor in Council on the recommendation of the Minister of Canadian Heritage, serves as the governing body of the Museum and is accountable to Parliament through the Minister of Canadian Heritage. The Museums Act also provides for the appointment of a Director who, as Chief Executive Officer, has day-to-day control and supervision of the Museum's work and staff. The Museum is also governed by Part X of the Financial Administration Act, which establishes the control and accountability regime specific to Crown corporations. While the Museum must comply with other federal statutes, its employees and staffing actions are not governed by the Public Service Employment Act. Nor is the Museum subject to any Treasury Board policies in respect of its employees and staffing practices. On February 4, 2011, the Museum officially opened. On October 20, 2011, Ms. Chapman, who had been acting Chief Executive Officer was, on the recommendation of the Minister of Canadian Heritage, pursuant to the Museums Act, appointed by the Governor in Council as the first Director of the Canadian Museum of Immigration at Pier 21, with the title of Chief Executive Officer. Upon her appointment, Ms. Chapman became a reporting public office holder subject to the Conflict of Interest Act. ​ The interactions between Marie Chapman and Jennifer Sutherland Ms. Chapman and Ms. Sutherland testified that they knew of each other in the 1990s, having attended the same university and having both worked in the field of fundraising in Halifax, however they did not really know each other, nor did they socialize together. Both testified that they became acquainted with each other in 2003, when both worked at what was then the Pier 21 Society's Museum. At that time, Ms. Chapman and Ms. Sutherland worked closely together since fundraising was a key component of their respective responsibilities. Ms. Chapman and Ms. Sutherland stated that during this time, members of the Pier 21 Society's Museum's staff were often required to work long hours. Ms. Chapman said that she and Ms. Sutherland, as part of a larger group of staff members, would often socialize after they had finished working for the evening. Ms. Sutherland stated that staff members would also occasionally organize potluck meals at each other's homes. Ms. Sutherland left the Pier 21 Society's Museum in 2006. Ms. Chapman and Ms. Sutherland testified that their social interactions following Ms. Sutherland's departure were very limited. They could only recall three instances between 2006 and 2008. Ms. Sutherland was one of 80 people, mostly work colleagues, who attended Ms. Chapman's house-warming party. Ms. Chapman also briefly visited Ms. Sutherland's new home, which was being renovated. In a third instance, Ms. Sutherland saw Ms. Chapman and her other former colleagues when she was invited to a summer staff party organized by the Chief Executive Officer of the Pier 21 Society's Museum at that time. In 2009, Ms. Sutherland returned to the Pier 21 Society's Museum after accepting a contract for a term position of approximately six months. Ms. Chapman and Ms. Sutherland both testified that their social interactions during work hours were minimal during this time as they worked in different parts of the building. Ms. Chapman and Ms. Sutherland stated that if they did socialize, it was during lunch hour, usually as part of a larger group of employees who regularly ate lunch together, with topics of discussions relating to vacation plans, books and movie recommendations. Ms. Sutherland left the Pier 21 Society's Museum in 2009 after her term ended. She and Ms. Chapman both testified that they did not see much of each other following Ms. Sutherland's departure as they lived in different parts of the city and were both busy with their respective careers and private lives. Ms. Chapman and Ms. Sutherland recalled having socialized three or four times between 2010 and 2013. They recalled that in 2011, they attended the same fundraising event organized by a mutual acquaintance. Both stated that they had not shared with each other their intent to attend the event. However, they took the occasion to catch up on each other's lives. In 2013, they met for dinner at a restaurant and attended a lecture along with a mutual friend. Ms. Sutherland also recalled a third occasion in which she and Ms. Chapman were among several individuals invited to a mutual friend's birthday celebration, but could not recall the year. Ms. Sutherland stated that she made a point of keeping in touch with several of her former colleagues and not just Ms. Chapman. Ms. Sutherland's contract for a term position: April 2014 When the Canadian Museum of Immigration at Pier 21 (Museum) was created, it received approval from the Government of Canada to appropriate up to $24.9 million for capital to consolidate and expand the Museum. As a result, plans were made for the Museum to be closed temporarily from October 2014 to May 2015 while it underwent a capital and thematic expansion. The reopening was scheduled for May 2015. Ms. Chapman testified that in March 2014, she and the Director of Marketing, Communications and Development shared the concern that the work of planning the official reopening was not receiving adequate attention. Ms. Chapman testified that the publicly-known criticisms relating to the preparations of the official opening of the Canadian Human Rights Museum in Winnipeg weighed heavily on her mind. As a result, Ms. Chapman and the Director of Marketing, Communications and Development agreed that there was a need to create a term position to take on the work of planning the Museum's reopening. Ms. Chapman decided that the position would also take on the responsibility of maintaining partnerships and stakeholder relationships, which according to Ms. Chapman's testimony, had been deemed a priority by the Museum's Board of Trustees. Ms. Chapman stated that most contracts offered in the years after the Museum became a Crown corporation were for term positions as the Museum had yet to determine which of its divisions would require staff on a permanent long-term basis. Ms. Chapman said that she and the Director of Marketing, Communications and Development both identified Ms. Sutherland as a possible candidate given her previous experience with the Pier 21 Society's Museum and in organizing events. In 1999, Ms. Sutherland had planned the Pier 21 Society's Museum's official opening as well as a large event for the Pier 21 Foundation in 2009. Ms. Sutherland said that in March 2014, the Director of Marketing, Communications and Development telephoned her and informed her of the intent to create a term position to oversee the Museum's reopening, and was asked whether she would be available and interested in the work. Ms. Sutherland told the Director of Marketing, Communications and Development that she was potentially interested and would wait to see the job posting. Ms. Chapman testified that she did not have any discussions with Ms. Sutherland regarding the intent to create the position to oversee the Museum's reopening. This was confirmed by Ms. Sutherland. In early April 2014, Ms. Chapman emailed Ms. Ramya Rangalle, the Museum's Human Resource Manager, and requested a copy of the Director of Marketing, Communications and Development's job description. Ms. Chapman wrote that she would use the wording contained in the Director of Marketing, Communications and Development's job description to develop the job description for the position that would oversee the official reopening of the Museum and all of the related tasks. Ms. Chapman testified that, as Chief Executive Officer, she is responsible for evaluating the job descriptions and determining the classification of all new positions using the Canadian Museum of Immigration at Pier 21's Position Evaluation Guide, usually with the assistance of Ms. Rangalle. The guide was developed in 2011 after the Museum became a Crown corporation. Both term and permanent positions are evaluated and classified using this guide. All new positions are compared to other relative positions, and the outcome of the evaluation is the assignment of classification levels based on those other relative positions. Ms. Chapman said that due to the urgency in having someone work on the Museum's reopening, she alone conducted the exercise. The position of Senior Advisor to the Chief Executive Officer was classified at a level 8, with a salary range of $72,650 to $98,596. The evaluation and classification was then sent to Ms. Rangalle, who stated that although she had not been involved in the classification, she did not have any concerns with the level awarded to the position as there were similarities between the new job description and the position of Director of Marketing, Communications and Development. Ms. Rangalle gave several examples of instances where Ms. Chapman had evaluated and classified positions without her assistance. From April 3 to April 14, 2014, the position of Senior Advisor to the CEO was publicly advertised on the Museum's website. Ms. Sutherland recalled being contacted by either Ms. Chapman or the Director of Marketing, Communications and Development and informed that the position was posted on the Museum's website. Ms. Rangalle testified that it was not uncommon for hiring managers to contact potential candidates to inform them that an employment opportunity had been posted online. Ms. Rangalle testified that the Museum did not have any written guidelines or policies relating to staffing. She also confirmed that the Museum is not subject to the Public Service Employment Act or any Treasury Board guidelines in this regard. Both Ms. Chapman and Ms. Rangalle stated that employment opportunities are only posted internally when a hiring manager feels that there is qualified staff within the Museum. When a manager feels that this is not the case, or when the Museum intends to hire on a contractual basis, the opportunity is posted internally and externally on the Museum's website, or advertised on specific job websites. Ms. Sutherland submitted her resumé to Ms. Chapman on April 9, 2014, and was the only applicant. Ms. Rangalle stated that, given that the Museum was only offering a contract for a term position and that a specific skill set was required, she was not surprised that only one application had been received. Shortly after, Ms. Sutherland met with Ms. Chapman to discuss the position, the tasks involved and expectations. Ms. Chapman said that as there were no other candidates, there was no need to conduct an interview with Ms. Sutherland given her previous experience with the Museum and the fact that they had worked closely together in the past. On April 29, 2014, Ms. Sutherland received a letter of offer which included the terms and conditions of the contract. Ms. Sutherland accepted the offer and began working at the Museum shortly after. Ms. Sutherland and Ms. Chapman testified that following Ms. Sutherland's return to the Museum in 2014, they have not socialized outside of work. Both also stated that while they have each other's home phone numbers and private email addresses, they have never contacted each other to discuss private matters. Ms. Chapman testified that in 2014, she faced a personal challenge and chose not to discuss it with any of her colleagues, including Ms. Sutherland. There is no evidence to suggest that Ms. Chapman reached out to Ms. Sutherland during this time. The Museum's Staffing Reorganization Plan: Summer 2015 Ms. Chapman testified that by mid-2015, there was a better understanding of the staffing needs of the Museum. According to Ms. Chapman, one of the areas which had been identified as having staffing needs was the division responsible for communications. As a federal entity, the Museum was now required to address sensitive issues relating to immigration, which called for a higher level of communications expertise than the division had at that time. Also, Ms. Chapman stated that given the importance of partnerships and stakeholder relations, the Board of Trustees had requested that a permanent senior position be created to oversee this work. As a result, Ms. Chapman, with the assistance of the Museum's senior staff, developed a new organisational chart in the summer of 2015, which included the restructuring of several divisions, the elimination of three positions and the creation of two new positions: Chief, Communications and Partnerships, a senior position, and Marketing and Brand Coordinator, a mid-level position. According to Ms. Chapman, shortly before the staffing restructuring plan was set to begin, then Prime Minister Stephen Harper called a federal general election to be held in October 2015. Ms. Chapman stated that in accordance with Canada's caretaker convention, the restructuring plans were put on hold during the electoral period. The appointment of Ms. Sutherland to the position of Chief, Communications and Partnerships: November 2015 In early November, once the job description for the position of Chief, Communications and Partnerships was developed, Ms. Chapman evaluated and classified the position using the Canadian Museum of Immigration at Pier 21's Position Evaluation Guide. The position was classified as a level 9 position, with an annual salary range of $106,900 to $125,700. Ms. Chapman stated that given Ms. Rangalle's heavy workload relating to the staffing restructuring process, she did not ask her to assist in the evaluation and classification of the position. Ms. Rangalle testified that she did not have any concerns with the level assigned to the position. On November 6, 2015, the position of Chief, Communications and Partnerships was posted internally and sent electronically to all staff members in accordance with the Museum's practice. The position was posted until November 20, 2015. Ms. Chapman testified that she considered Ms. Sutherland as a suitable candidate, but she had no knowledge of Ms. Sutherland's plans following the end of her term position, nor did she know whether Ms. Sutherland would be interested in a permanent position. On November 17, 2015, Ms. Sutherland submitted her resumé to Ms. Chapman. Ms. Chapman testified that an interview was not necessary as Ms. Sutherland was the only applicant, and having worked with her, Ms. Chapman knew that Ms. Sutherland met all of the requirements of the position. On November 23, 2015, Ms. Sutherland received a letter of offer for the position of Chief, Communications and Partnerships, which she accepted. Ms. Rangalle testified that as Human Resource Manager, she did not receive any complaints from staff regarding the appointment of Ms. Sutherland to the position of Chief, Communications and Partnerships. Ms. Chapman's Position Ms. Chapman testified that while she enjoys working and spending time with Ms. Sutherland, she would describe their relationship as one of friendly colleagues. According to Ms. Chapman, she did not consider Ms. Sutherland a close friend as they are not involved in each other's private lives, and their interactions mostly coincide with their working together. According to Ms. Chapman, her relationship with Ms. Sutherland is no different than the relationships she maintains with several other staff members at the Museum with whom she has established a long history of working together. Ms. Chapman also stated that she makes a point of keeping in touch with past colleagues or individuals that she has enjoyed working with throughout the years, and who have impressed her with their dedication and contributions to their workplace. According to Ms. Chapman, Ms. Sutherland is one of those people. Analysis and Conclusion Analysis In this examination, I must determine whether Ms. Chapman, as the Chief Executive Officer of the Canadian Museum of Immigration at Pier 21 (Museum), contravened subsection 6(1) or section 21 of the Conflict of Interest Act (Act) when she participated in and made the decisions to offer a term position in April 2014 and a permanent position in November 2015 to Ms. Sutherland, who it was alleged was a friend of Ms. Chapman. Decision-making: Subsection 6(1) Subsection 6(1) of the Act prohibits public office holders from making a decision that would place them in a conflict of interest. It reads as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 4 of the Act describes the circumstances under which a public office holder would be in a conflict of interest for the purposes of subsection 6(1) of the Act. Section 4 reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. The evidence gathered in this examination clearly shows that Ms. Chapman, as Chief Executive Officer at the Museum, was exercising an official power, duty and function when she made the decisions to offer the term position and permanent position, in 2014 and 2015 respectively, to Ms. Sutherland. As these decisions clearly furthered Ms. Sutherland's private interests, what remains to be determined is whether Ms. Chapman was in a conflict of interest within the meaning of section 4 of the Act by furthering the private interests of a friend, or, if they are not friends, by improperly furthering the private interests of another person. ​ In the Watson Report, my predecessor, Ms. Dawson, interpreted “friend" for the purposes of the Act to mean “a person with whom one has some history of mutual personal regard beyond simple association." She viewed the prohibition set out in subsection 6(1) of the Act as intending to relate to individuals who have a close bond of friendship, a feeling of affection or a special kinship with the public office holder concerned. It did not, in her view, include members of a broad social circle or business associates. I found both Ms. Chapman and Ms. Sutherland to be credible and consistent when they each described their interactions with one another. Their testimony in relation to the staffing processes was also consistent with the documentary evidence I gathered and with the testimony of Ms. Rangalle. The evidence showed that as work colleagues, Ms. Chapman and Ms. Sutherland would socialize mainly during lunchtime at the Museum along with other colleagues. While they had some interests in common, namely literature and the arts, the evidence showed that they very infrequently saw each other outside of work. On the few occasions when they did, it was mainly in larger group settings and at events organized by other people they both knew. Notwithstanding the many years they had known each other, Ms. Sutherland had only been to Ms. Chapman's home once, again in the context of a larger social gathering involving other colleagues from the Pier 21 Society's Museum, as it was known at the time. The evidence also showed that neither Ms. Chapman nor Ms. Sutherland made personal phone calls to each other nor did they have any communication over social media. Both testified that they neither discussed personal matters with each other nor did they reach out to or lean on each other for support when dealing with difficult personal situations. Any personal relationship between Ms. Chapman and Ms. Sutherland existed because of their professional interactions and extended little beyond the professional context. For these reasons, I am of the view that while Ms. Chapman and Ms. Sutherland enjoy a friendly working relationship, they are not “friends". Continuing my analysis of section 4 of the Act, I must now determine whether Ms. Chapman “improperly" furthered the private interests of another person, namely Ms. Sutherland. Ms. Rangalle testified that, at the time the positions were offered to Ms. Sutherland, there were no written guidelines or policies governing the staffing practices at the Museum. Ms. Rangalle also confirmed that the Museum is neither governed by the Public Service Employment Act, nor is it subject to any Treasury Board policies in respect of its staffing actions and practices. The evidence showed that various internal and external pressures, including from the Board of Trustees, clearly supported the creation of the two positions under examination. While the Museum did not have written guidelines or policies relating to staffing, Ms. Chapman and Ms. Rangalle described in their testimony the process followed by the Museum when creating and staffing a position. Ms. Chapman, as Chief Executive Officer, was responsible for evaluating the job descriptions and determining the classification of all positions using the Canadian Museum of Immigration at Pier 21's Position Evaluation Guide, including the 2014 and 2015 positions awarded to Ms. Sutherland. While Ms. Chapman alone conducted this exercise in relation to the 2014 and 2015 positions in question, Ms. Rangalle testified that this was not unusual. Ms. Rangalle provided my Office with other examples where Ms. Chapman alone evaluated and classified new positions within the Museum without her assistance. Ms. Rangalle further testified that when she received the evaluations and classifications from Ms. Chapman, she did not have any concerns. The 2014 term position was advertised externally for approximately ten days. While Ms. Sutherland recalled being contacted by the Director of Marketing, Communications and Development about the external posting, Ms. Rangalle testified that it was not uncommon for hiring managers to contact potential candidates about employment opportunities at the Museum. The 2015 permanent position was advertised internally to all Museum staff for approximately 15 days. Both Ms. Chapman and Ms. Rangalle testified that opportunities are posted internally when a hiring manager feels there is qualified staff within the Museum. In my view there was nothing irregular nor unusual about the manner in which these positions were created, advertised and staffed. Therefore, Ms. Chapman did not improperly further Ms. Sutherland's private interests when she decided to offer her the 2014 term position and 2015 permanent position. I find, for the reasons stated above, that since Ms. Chapman did not further the private interests of a friend nor did she improperly further the private interests of another person, she was not in a conflict of interest in relation to the decisions to offer the positions to Ms. Sutherland. Duty to Recuse: Section 21 Section 21 of the Act requires public office holders to recuse themselves from certain situations. It reads as follows: 21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. The evidence gathered in this examination clearly demonstrates that Ms. Chapman, as Chief Executive Officer at the Museum, was exercising an official power, duty and function when she participated in discussions and made the decisions to hire Ms. Sutherland in 2014 and 2015. I have already concluded, in relation to my analysis under subsection 6(1) of the Act, that Ms. Chapman was not in a conflict of interest in respect of her decisions to offer these positions to Ms. Sutherland. For the same reasons as set out under my analysis of subsection 6(1) above, namely the absence of a conflict of interest, I find that Ms. Chapman was not required to recuse herself pursuant to section 21 from any discussion or decision related to Ms. Sutherland's employment with the Museum. Conclusion In light of the above, I find that Ms. Chapman did not contravene subsection 6(1) or section 21 of the Act. Schedule: List of Witnesses The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Interviews / Information and Documents Requested Canadian Museum of Immigration at Pier 21 Ms. Ramya Rangalle, Human Resource ManagerMs. Jennifer Sutherland, Chief, Communications and Partnerships

Report on a Minister for introducing a bill that could further his private interests; definition of private interests. Preface The Conflict of Interest Act (Act) came into force on July 9, 2007. The Conflict of Interest and Ethics Commissioner may conduct an examination under the Act at the request of a parliamentarian or, as is the case with this examination, on his own initiative. When an examination is conducted on the Commissioner's own initiative, unless the examination is discontinued, the Commissioner is required to provide a report to the Prime Minister setting out the relevant facts of the case as well as the Commissioner's analysis and conclusions in relation to the examination. At the same time that the report is provided to the Prime Minister, a copy of the report is also provided to the public office holder or former public office holder who is the subject of the report and the report is made available to the public. Executive Summary This report presents the findings of my examination under the Conflict of Interest Act of the conduct of the Honourable Bill Morneau, Minister of Finance, in relation to the introduction, in October 2016, of Bill C-27, which seeks to amend the Pension Benefits Standards Act, 1985. The Pension Benefits Standards Act, 1985 applies to some 18,000 federally regulated private-sector employers with 853,000 employees and covers some 1,230 pension plans. It currently provides for two types of pension plans: defined benefit plans and defined contribution plans. Bill C-27 would create a third type of plan, known as a target benefit plan. It would also create new management obligations for administrators of such plans, which would constitute new billable activities for them. The Office received requests for an examination from two Members of Parliament alleging that Mr. Morneau was in a conflict of interest when he introduced Bill C-27 because the changes proposed in it could further his interests as a shareholder of Morneau Shepell Inc., a major administrator of pension plans. Although neither request met the criteria for a valid examination request, the Office had some concerns, and in November 2017 my predecessor launched this examination on her own initiative under subsection 45(1) of the Conflict of Interest Act. I decided to continue the examination when I assumed the position of Conflict of Interest and Ethics Commissioner in January 2018. The examination focussed on whether Mr. Morneau contravened subsection 6(1) and section 21 of the Act. Subsection 6(1) prohibits public office holders from making a decision or participating in a decision related to the exercise of an official power, duty or function if they know or reasonably should know that, in doing so, they would be in a conflict of interest. Section 21 requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. As stated in section 4, a public office holder is in a conflict of interest within the meaning of the Act when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. I first had to determine whether the interests involved are private interests within the meaning of the Act. Subsection 2(1) states that private interests do not include an interest in a decision or matter that is of general application or that affects a public office holder as one of a broad class of persons. The Pension Benefits Standards Act, 1985 covers all federally-regulated private-sector employers and certain Crown corporations, as well as their current and retired employees, and creates obligations for all pension plan administrators. Neither Bill C‑27 nor the legislation it amends targets a particular class within this federally-regulated sector. Since the matter under examination relates to all stakeholders affected by the Pension Benefits Standards Act, 1985, it is of general application. Mr. Morneau's interests, those of his relatives, and those of Morneau Shepell Inc. in this matter are excluded from the application of the Act. I therefore find that, in making decisions leading to the introduction of Bill C-27, Mr. Morneau did not place himself in a conflict of interest and did not contravene subsection 6(1) or section 21 of the Conflict of Interest Act. Concerns On October 17, 2017, the Office of the Conflict of Interest and Ethics Commissioner (Office) received a request from Mr. Nathan Cullen, Member of Parliament for Skeena–Bulkley Valley, to investigate the conduct of the Honourable Bill Morneau, P.C., M.P, Minister of Finance. Mr. Cullen's request alleged that Mr. Morneau had placed himself in a conflict of interest by introducing, on October 19, 2016, Bill C-27, An Act to amend the Pension Benefits Standards Act, 1985, given that the changes proposed in the bill could further his interests as a shareholder of Morneau Shepell Inc. Mr. Cullen wrote that Morneau Shepell Inc. could receive additional revenue if Bill C‑27 were adopted, given its experience as a pension fund manager. On October 26, 2017, the Office informed Mr. Cullen that his request did not meet the criteria set out in the Conflict of Interest Act (Act) for an examination request, although it did raise concerns. After a preliminary review of Mr. Cullen's question, and after gathering additional information found in the public domain, the Office wrote to Mr. Morneau on October 26, 2017, to inform him that there were concerns with the fact that at the time Mr. Morneau introduced the bill, he owned, albeit indirectly, shares in Morneau Shepell Inc. In a letter dated November 3, 2017, Mr. Morneau responded to the concerns raised by the Office. On November 8, 2017, the Office received a request from the Honourable Pierre Poilievre, P.C., Member of Parliament for Carleton, to investigate the conduct of Mr. Morneau under the Act and the Conflict of Interest Code for Members of the House of Commons (Code). Mr. Poilievre's letter stated that Mr. Morneau was in a conflict of interest given that Bill C-27, introduced by Mr. Morneau, could further his interests as a shareholder of Morneau Shepell Inc. On November 10, 2017, the Office informed Mr. Poilievre that his request did not meet the criteria set out in the Act or the Code. After a thorough review of Mr. Morneau's response of November 3, 2017, my predecessor, Ms. Mary Dawson, determined that she had reason to believe that Mr. Morneau had contravened the Act. Process On November 10, 2017, my predecessor wrote to Mr. Morneau advising him that she was commencing an examination on her own initiative under subsection 45(1) of the Act to determine whether he had contravened subsection 6(1) and section 21 of the Act. On that date, she also wrote to Mr. Cullen and Mr. Poilievre, informing them that an examination under the Act into Mr. Morneau's conduct had been launched. Subsection 6(1) of the Act prohibits public office holders from making a decision or participating in a decision related to the exercise of an official power, duty or function if they know or reasonably should know that, in doing so, they would be in a conflict of interest. Section 21 of the Act requires public office holders to recuse themselves from any discussion, decision, debate or vote on any matter in respect of which they would be in a conflict of interest. The Office received Mr. Morneau's response on December 11, 2017. On January 9, 2018, I began my term as the Conflict of Interest and Ethics Commissioner. After considering the information related to this case, I decided that the examination would proceed, and I notified Mr. Morneau of this on January 15, 2018. I conducted an interview with Mr. Morneau on February 5, 2018. The Office also obtained documents from the Department of Finance Canada, the Privy Council Office and Morneau Shepell Inc. The Office interviewed under oath several officials from the Department of Finance and from Minister Morneau's office. In keeping with the practice established by my predecessor, Mr. Morneau was given an opportunity to comment on a draft of the factual portions of this report (Concerns, Process, Findings of Fact and Mr. Morneau's Position) before it was finalized. Findings of Facts Mr. Morneau's professional activities prior to entering federal politics From 1990 to his election in October 2015, Mr. Morneau worked for the business originally founded by his father and currently known as Morneau Shepell Inc., a publicly traded company since 2005. It is public knowledge that, during the period relevant to this examination, Mr. Morneau's father owned a number of shares of Morneau Shepell Inc. During his last years with Morneau Shepell Inc., Mr. Morneau was the company's executive chairman. According to its website, Morneau Shepell Inc. is “the only human resources consulting and technology company that takes an integrated approach to employee assistance, health, benefits and retirement needs." The website also states that Morneau Shepell Inc. is “the largest administrator of retirement and benefits plans and the largest provider of integrated absence management solutions in Canada." In addition to his position at Morneau Shepell Inc., in 2012, Mr. Morneau was appointed as a pension investment advisor to the Ontario Minister of Finance. In 2014, the Ontario Premier appointed him to an expert panel on the development of a provincial pension supplement to the Canada Pension Plan. Also, from 2010 until 2014, Mr. Morneau chaired the C.D. Howe Institute. According to its website, the Institute is “a trusted source of essential policy intelligence, distinguished by research that is nonpartisan, evidence-based and subject to definitive expert review." In the period during which it was under Mr. Morneau's leadership, the Institute issued ten publications on retirement plans in Canada. Prior to his election on October 19, 2015, Mr. Morneau held indirectly just over two million shares in Morneau Shepell Inc. Shortly after he was elected, Mr. Morneau divested himself of one million of these shares. On October 19, 2016, at the time Bill C‑27 was introduced, he still held indirectly just over one million shares in the company. Target benefit pension plans and Bill C-27 The Pension Benefits Standards Act, 1985 applies to approximately 18,000 federally-regulated private-sector employers in areas of activity such as interprovincial transportation, banking and telecommunications, and to certain Crown corporations. Most federal public servants, staff and members of the Canadian Forces and the Royal Canadian Mounted Police are covered by different pension plans and legislation. There are roughly 1,230 federally-regulated pension plans that fall under the Pension Benefits Standards Act, 1985, which represents about 7% of pension plans in Canada. Documents from the Department of Finance state that approximately 853,000 employees are covered under these plans. The Pension Benefits Standards Act, 1985 currently provides for two types of pension plans: defined benefit plans and defined contribution plans. Defined benefit pension plans provide employees who retire at the age determined by these plans with a lifetime pension, the amount of which is set and guaranteed by the employer, sometimes with other benefits such as indexation of the lifetime pension to the cost of living or the possibility of transferring a portion of the pension to the surviving spouse after the retiree's death. Defined contribution pension plans offer employees who retire at the age determined by these plans with a total amount consisting of employer contributions, employee contributions, and investment earnings generated by these amounts. The retiree must choose how this fund is to be paid out. Depending on the retiree's choices and longevity, there is a risk that he or she may deplete the fund in the final years of his or her life. Bill C-27 seeks to amend the Pension Benefits Standards Act, 1985 to create an intermediate plan. The type of plan proposed by Bill C-27, known as a target benefit pension plan, would provide pensioners at the retirement age determined by these plans with a lifetime pension of a predictable amount that could be increased or decreased, based in part on the performance of the plan fund. Pension plan administrators, who are indirectly affected by Bill C-27, would have new management obligations that do not currently exist in the context of defined benefit pension plans. Bill C-27 includes the following new obligations to administrators of target benefit pension plans: conducting annual actuarial valuations, as opposed to the triennial valuations required for defined benefit pension plans;conducting actuarial valuations prior to the use of funding surpluses or the elimination of funding deficits; andnegotiating with a life insurance company to purchase a life annuity for an affected person who has refused to exchange his or her former defined benefit pension plan for a new target benefit pension plan.These new requirements constitute new billable activities for pension plan administrators while the bill also removes opportunities for different billable activities associated with other pension plan schemes. Connections between Morneau Shepell Inc. and Bill C-27 In the November 2013 issue of its publication entitled Vision (Volume 16, Number 2), Morneau Shepell Inc. wrote that it worked closely with the taskforce created by the Government of New Brunswick in devising and implementing a new shared risk pension plan in that province. At the time, Morneau Shepell Inc. was actuary to the province. New Brunswick's shared risk pension plan is similar in a number of respects to the target benefit pension plan in Bill C-27. On April 24, 2014, under the government led by the Right Honourable Stephen Harper, the Department of Finance Canada began consultations on a potential target benefit pension plan framework. Consultations were open to the public, and some stakeholders, including Morneau Shepell Inc., were invited to provide comments. The consultation papers proposed dividing pension benefits owed to retirees into two categories: base benefits consisting of a lifetime pension of a predictable amount, and ancillary benefits consisting of future indexing, early retirement benefits, survivor benefits, etc. Comments were received from approximately fifty stakeholders, including from defined benefit and defined contribution plan sponsors, unions, the actuarial and legal professions, and retiree groups. On June 23, 2014, Morneau Shepell Inc. submitted its comments in support of creating a target benefit pension plan and referred to the company's involvement in developing a similar plan in New Brunswick. Although Mr. Morneau was not involved in preparing or approving Morneau Shepell Inc.'s comments, as the executive chair, he would have been aware of the submission. In the budget speech delivered on April 21, 2015, the previous Government announced that it would continue to assess a voluntary target benefit plan option for Crown corporations and federally‑regulated private-sector pension plans. Mr. Morneau's appointment as minister and introduction of Bill C-27 After he was elected as the Member of Parliament for Toronto Centre on October 19, 2015, Mr. Morneau was sworn in as the Minister of Finance on November 4, 2015. On November 10, 2015, in the week following his appointment, Mr. Morneau attended an initial briefing with senior management at the Department of Finance. Among the departmental priorities discussed at this briefing, the target benefit pension plan was discussed in general terms, without the Minister giving instructions. Several witnesses testified that it was the Department, not the new minister that had proposed implementing this plan, that the file was already well advanced and that the Department was ready to bring forward essentially the same legislative framework that had been prepared for the preceding government further to the 2014 public consultations. During this briefing, Mr. Morneau reportedly made few comments and approved the framework as presented. On January 4, 2016, at a second briefing during which the target benefit pension plans were discussed, Mr. Morneau approved the departmental position to bring such a bill forward. During this time period, Mr. Morneau initiated discussions with the Office as part of his initial compliance process. Following these discussions, Mr. Morneau and the Office agreed that a conflict of interest screen was necessary and was subsequently established on February 14, 2016. As part of the screen, Mr. Morneau agreed to abstain from participating in any matters or decisions, other than those of general application, pertaining to Morneau Shepell Inc. All the witnesses interviewed confirmed that they were aware that Mr. Morneau had a conflict of interest screen in place. In the spring of 2016, in accordance with the usual process for introducing a government bill in the House of Commons, Mr. Morneau obtained the necessary approvals. On October 19, 2016, Mr. Morneau introduced Bill C-27, An Act to amend the Pension Benefits Standards Act, 1985. Mr. Morneau testified that Bill C-27 was a continuation of the work of the previous government. He also stated in his written submissions that he did not provide any political direction to amend the scope, effect or content of the bill, which was confirmed by departmental officials. According to a press release by Morneau Shepell Inc., Bill C-27 is not expected to have a material impact on the company.​ Mr. Morneau's Position Mr. Morneau shared his position with my predecessor in a letter dated December 11, 2017, together with numerous documents and representations prepared by his legal counsel. He believes that Bill C-27 did not provide him with an opportunity to further private interests. Mr. Morneau is of the view that Bill C-27 is of general application, and consequently any interest that could be gained would be excluded from the definition of private interest. In his view, it is in the interest of greater retirement security for Canadians that Bill C-27 provides federally-regulated employers and employees with more retirement plan options. Mr. Morneau's legal counsel submitted that Bill C‑27 did not specifically target Morneau Shepell Inc., did not narrowly focus on a class of companies and did not create a dominant interest for Morneau Shepell Inc. It is therefore of general application. Mr. Morneau also believes that Bill C-27 will not have a tangible financial impact on Morneau Shepell Inc. since only 7% of retirement plans fall under federal jurisdiction. Furthermore, he stated that even if Morneau Shepell Inc. had the entire market for target benefit pension plans under Bill C-27 and half of federally-regulated businesses opted for a target benefit pension plan, this would result in only a very small increase in revenues for Morneau Shepell Inc. Mr. Morneau further stated that even if Morneau Shepell Inc. were to benefit financially from the introduction of Bill C-27, the company would be affected as a member of a broad class of individuals and entities. Mr. Morneau and his counsel wrote that the class of persons with an interest in Bill C-27 is broad and includes federally regulated businesses, their employees and retirees, and more incidentally, a large number of financial services, professional services, human resources, actuarial consulting or pension and benefits organizations, the legal profession and countless persons with some form of financial interests in or linked to these organizations.​ Analysis and Conclusion Analysis I must determine whether Mr. Morneau placed himself in a conflict of interest when, as Minister of Finance, he made decisions leading to the introduction of Bill C-27 for first reading in the House of Commons on October 19, 2016, given his interests and those of a relative in Morneau Shepell Inc., as shareholders, as well as the interests of Morneau Shepell Inc. resulting from a potential increase in its revenue. The relevant provisions are subsection 6(1) and section 21 of the Act. Subsection 6(1) reads as follows: 6. (1) No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in a conflict of interest. Section 21 deals with recusal and reads as follows: 21. A public office holder shall recuse himself or herself from any discussion, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest. Section 4 of the Act sets out the circumstances in which a public office holder is in a conflict of interest within the meaning of the Act. It reads as follows: 4. For the purposes of this Act, a public office holder is in a conflict of interest when he or she exercises an official power, duty or function that provides an opportunity to further his or her private interests or those of his or her relatives or friends or to improperly further another person's private interests. In considering the matter of whether Mr. Morneau's decisions leading to the introduction of Bill C-27 placed him in a conflict of interest, I must first determine whether the interests involved in this matter constitute private interests within the meaning of the Act. Subsection 2(1) of the Act sets out certain circumstances where private interests are not engaged. The relevant portion of subsection 2(1) of the Act reads as follows: private interest does not include an interest in a decision or matter:(a) that is of general application;(b) that affects a public office holder as one of a broad class of persons; or(c) that concerns the remuneration or benefits received by virtue of being a public office holder. Under the Act, a public office holder is not considered to further his or her own private interests or the private interests of another person in relation to a decision or matter that is of general application. Mr. Morneau's position is that since Bill C-27 seeks to amend an act of general application, he could not have placed himself in a conflict of interest, nor could he have contravened subsection 6(1) or section 21 of the Act. The Office of the Conflict of Interest and Ethics Commissioner has previously determined that, when a matter affects all those governed within an area of activity, without exception, the matter is considered to be of general application. For example, in 2011, the Office was asked whether Members of Parliament who were grain farmers would be required to withdraw from debates or votes related to Bill C-18, An Act to reorganize the Canadian Wheat Board. For the purpose of the Conflict of Interest Code for Members of the House of Commons (Code), a Member of Parliament is not considered to further his or her own private interests or the interests of another person if the matter in question is of general application or affects the Member as one of a broad class of the public. At that time, there were some 70,000 grain farmers in Western Canada. Although Members of Parliament who were grain farmers in Western Canada had an interest in the subject matter of Bill C-18, my predecessor ruled that it was an interest shared with all Canadian grain farmers in Western Canada. The bill was considered to be a matter that fell within the exclusions of the Code, which correspond to the ones found in section 2 of the Act, identified above. In my view, the same reasoning should apply in this case. Bill C-27 is part of the general legislative framework for pension plans. The purpose of the bill is to amend the Pension Benefits Standards Act, 1985 to provide a framework for the establishment, administration and supervision of target benefit pension plans. This act covers all federally-regulated private-sector employers and certain Crown corporations, as well as their current and retired employees. It also creates obligations for all pension plan administrators, who must file actuarial reports with the Office of the Superintendent of Financial Institutions. Neither Bill C-27, nor the Pension Benefits Standards Act, 1985 create particular classes within this federally-regulated sector. Rather, both affect the sector as a whole. I am therefore of the opinion that decisions made by a minister of Finance, as well as any other federal minister, that apply to all those regulated within an area of activity, for example, decisions pertaining to pensions, taxation or benefits, are of general application. Since this matter clearly relates to all stakeholders affected by the Pension Benefits Standards Act, 1985, it is of general application. Mr. Morneau's interests, those of his relatives, and those of Morneau Shepell Inc. in this matter are therefore excluded from the application of the Conflict of Interest Act. Conclusion Because Bill C-27 is of general application, I find that Mr. Morneau did not place himself in a conflict of interest and did not contravene subsection 6(1) or section 21 of the Act in this matter. Schedule: List of Witnesses The names of all witnesses are listed below according to the organizations to which they belonged at the time of the events that are the subject of this examination. Interviews Office of the Minister of Finance Mr. Ian Foucher, Senior Policy AdvisorMr. Richard Maksymetz, Chief of Staff Department of Finance Ms. Sandra Hassan, Assistant Deputy MinisterMs. Lynn Hemmings, Senior Director, Pensions PolicyMr. Paul Rochon, Deputy Minister Written Submissions Ms. Lynn Hemmings, Senior Director, Pensions Policy Information and Documents Requested Office of the Privy Council Mr. Michael Wernick, Clerk of the Privy Council and Secretary to the Cabinet Department of Finance Mr. Paul Rochon, Deputy Minister Morneau Shepell Inc. Mr. Stephen Liptrap, President and Chief Executive Officer

Report on a Member of the House of Commons for commenting publicly on a request for an inquiry. Preface An inquiry under the Conflict of Interest Code for Members of the House of Commons (Code) may be initiated at the request of a Member of the House of Commons, by resolution of the House of Commons, or on the initiative of the Conflict of Interest and Ethics Commissioner. Where the Commissioner has concerns that a Member of the House of Commons has not complied with his or her obligations under the Code, the Commissioner is required to give that Member written notice of his concerns and afford that Member 30 days to respond. If, after giving the Member 30 days to respond, the Commissioner has reasonable grounds to believe that the Member has not complied with his or her obligations under the Code, the Commissioner may conduct an inquiry on his own initiative to determine whether the Member has complied with his or her obligations under the Code. Following the completion of an inquiry, a report is to be provided to the Speaker of the House of Commons, who presents it to the House of Commons when it next sits. The report is made available to the public once it is tabled or, if the House is not then sitting, upon its receipt by the Speaker. Executive Summary This report presents the findings of my inquiry under the Conflict of Interest Code for Members of the House of Commons into the conduct of Mr. Charlie Angus, Member of Parliament for Timmins–James Bay, in connection with public comments concerning a request for an inquiry about another Member of Parliament that he made to my Office. On March 27, 2018, I received a letter from Mr. Angus asking me to conduct an inquiry into the conduct of Mr. Seamus O'Regan, Member of Parliament for St. John's South–Mount Pearl. Later that day, I learned that Mr. Angus's letter had been posted on his website, which he uses to communicate with his constituents in his role as a Member of the House of Commons. There was also a post on Mr. Angus's Twitter account referring to the inquiry request, with a link to the letter. Subsection 27(2.1) of the Code prohibits a Member who has requested an inquiry from making any public comments relating to the inquiry until the Commissioner confirms that the Member who is the subject of the inquiry has received a copy of the complaint or 14 days has elapsed from the date of receipt of the request by the Commissioner, whichever is earlier. The evidence showed that Mr. Angus was responsible for the link to his letter requesting an inquiry and for the tweets in respect of that request being publicly posted before I confirmed that the subject of his complaint had received a copy of the complaint and before 14 days had elapsed since I received the complaint. I therefore found that Mr. Angus contravened subsection 27(2.1) of the Code. I determined that there were no mitigating factors in this case. However, because Mr. Angus had apologized, I did not recommend the imposition of any sanctions. Concerns and Process On March 27, 2018, I received a letter from Mr. Charlie Angus, Member of Parliament for Timmins–James Bay, requesting that I conduct an inquiry into the conduct of the Honourable Seamus O'Regan, P.C., Member of Parliament for St. John's South–Mount Pearl. That same afternoon, I was informed by my Office that Mr. Angus's letter had been posted publicly on Mr. Angus's website, which he uses to communicate with his constituents in his role as a Member of the House of Commons. There was also a post on Mr. Angus's Twitter account referring to the request for an inquiry, with a link to the letter. On April 5, 2018, I wrote to Mr. Angus to notify him of my concern that he may have contravened subsection 27(2.1) of the Conflict of Interest Code for Members of the House of Commons (Code) in relation to the public comments he had made on his website and Twitter account concerning his request for an inquiry into an alleged contravention of the Code by Mr. O'Regan. Subsection 27(2.1) of the Code prohibits a Member who requests that an inquiry be conducted from making public comments relating to the inquiry until either the Commissioner confirms that the Member who is the subject of the inquiry has received a copy of the complaint or 14 days have elapsed following receipt of the request by the Commissioner. In my letter of April 5, 2018, I explained to Mr. Angus that the Code afforded him 30 days to respond to my concerns, after which I would decide whether to conduct an inquiry. I received Mr. Angus's response later that same day responding to the concerns raised. On April 12, 2018, I wrote to Mr. Angus to inform him that, having carefully considered his written representations, I had determined that I had reasonable grounds to believe that he had not complied with his obligations under the Code and that pursuant to subsection 27(4) of the Code, I was commencing an inquiry. On April 24, 2018, I conducted a first interview with Mr. Angus. As I did not interview any other witnesses in this matter or receive any additional documentary evidence from Mr. Angus, there was no need to conduct a second interview with him. In keeping with the established practice of the Office, Mr. Angus was given an opportunity to review and comment on a draft of the factual portions of this report (Concerns and Process, Findings of Fact and Mr. Angus's Position) before it was finalized. Findings of Facts The purpose of this inquiry was to determine whether Mr. Angus failed to comply with his obligations under the Code when he made public comments concerning a request for an inquiry he made in respect of a possible contravention of the Code by another member of Parliament prior to my confirming that the subject of his request had received a copy of the complaint. On March 27, 2018 at 3:36 p.m., I received a copy of a letter from Mr. Angus requesting that I conduct an inquiry into the conduct of Mr. Seamus O'Regan via an email from a member of his office's staff. That same day, my Office became aware of public comments concerning Mr. Angus's request for an inquiry into the conduct of Mr. O'Regan that were made via Twitter on March 27, 2018 at 12:53 p.m., from the Twitter handle @CharlieAngusNDP “Charlie Angus NDP". Those tweets read as follows: I am calling on the Ethics Commissioner to determine if Seamus O'Regan breached the Conflict of Interest Code and to suggest aspects of the Code and Act he believes should be tightened.Je demande au commissaire d'éthique de déterminer si le ministre Seamus O'Regan a violé le code des conflits d'intérêts et de suggérer des réformes au code et à la loi sur les conflits d'intérêts. These tweets also contained a link to the website “charlieangus.ndp.ca" where a scanned PDF copy of Mr. Angus's signed letter dated March 27, 2018 addressed to me requesting that I commence an inquiry under the Code into Mr. O'Regan's conduct was made available for public viewing. During his interview, Mr. Angus confirmed this was his Twitter account and his website, and that both are used in relation to his role as a Member of the House of Commons. Mr. Angus confirmed he did not make any other public comments in relation to this request. Mr. Angus also testified that he had given verbal instruction to his staff to post a tweet publicly stating that he had requested an inquiry. He noted he did not intend, however, for the electronic copy of the letter dated March 27, 2018, or a link to that letter, to be shared on his Twitter feed or website before I or my Office had received it. During his interview, Mr. Angus apologized for his misinterpretation of the Code. He took responsibility for the tweet, having given verbal direction to a member of his staff to post it, but in his testimony he said that the fact that the letter was posted was a grave error. Mr. Angus's Position Mr. Angus noted in his letter of April 5, 2018, that his interpretation of subsection 27(2.1) of the Code is that the Conflict of Interest and Ethics Commissioner must be free to choose to investigate or not investigate a complaint without having to deal with ongoing commentary from parliamentarians. In his view, the public comments he had made amounted to stating that he believed an investigation request was warranted given the nature of the ethical breaches. Mr. Angus also wrote in his letter of April 5, 2018 that he was not aware of any similar response from me or my predecessor in similar circumstances. In his testimony, Mr. Angus acknowledged that in previous correspondence from my predecessor, the issue of not commenting publicly on a request for an inquiry prior to the Commissioner receiving the request and confirming that the Member who is the subject of the request has received a copy had come up. He noted it was never the subject of a letter from the Office. He also stated that subsection 27(2.1) was not enforced by my predecessor to the best of his knowledge. His understanding was that the practice was discouraged by the former Commissioner but the former Commissioner had not taken a strict position on what Mr. Angus considered a standard practice. Analysis and Conclusion Analysis In this inquiry, I had to determine whether Mr. Angus, as a Member of the House of Commons, contravened subsection 27(2.1) of the Code when he made public comments in the form of Twitter posts and a link on his website regarding a request for an inquiry into an alleged contravention of the Code by Mr. O'Regan prior to receiving my confirmation that Mr. O'Regan had received the complaint. Subsection 27(2.1) prevents Members of the House of Commons from commenting publicly about a request for an inquiry prior to receiving confirmation from my Office that the Member who is the subject of the complaint has received it, or before 14 days have elapsed. It reads as follows: 27. (2.1) The Member who requested that an inquiry be conducted shall make no public comments relating to the inquiry until the Commissioner confirms that the subject of the inquiry has received a copy of the complaint or 14 days have elapsed following the receipt of the request by the Commissioner, whichever is earlier. Subsection 27(2.1) is a relatively new provision, in force since October 20, 2015. In June 2015, the House of Commons concurred in the Thirty-Ninth Report of the Standing Committee on Procedure and House Affairs (PROC), agreeing to the Committee's recommended changes to the Code. Part of those recommendations included the addition of subsection 27(2.1) to the Code. In my view, the language and intent of subsection 27(2.1) of the Code is unambiguous and clearly prohibits any Member from making public comments unless certain conditions have been met. In its Thirty-Ninth Report PROC discussed the origin of the amendment and its purpose: Ms. Dawson [the former Commissioner] brought to the Committee's attention another issue related to the fairness of the inquiry request process. Specifically, when a request for an inquiry is made, the Member who is the subject of the request might hear about the request in the media or through other sources before hearing from the Commissioner's office. Ms. Dawson has requested that Members not comment publicly on requests they submit until the Member who is the subject of the request has been informed.In the Committee's view, this prohibition would be fair to all Members and would not unduly constrain Members' right to freedom of speech, provided that the Commissioner's office undertook to inform affected Members in a timely manner.The Committee recommends that the Code be amended to prohibit Members who request an inquiry from commenting publicly on the request until the Commissioner confirms that the Member who is the subject of that request has received a copy of the complaint. The commissioner must confirm that the subject member has been informed no later than 14 days after the commissioner received the request, failing which the requesting member may comment publicly.[Emphasis in original] The evidence gathered in this inquiry clearly shows that Mr. Angus was responsible for the link to his letter concerning Mr. O'Regan and for the tweets in respect of that request being publicly posted prior to either my confirming that the subject of his complaint had received a copy of the complaint or prior to the required 14 days having elapsed following my receipt of the complaint on March 27, 2018. In my view, the Member's issuance of a public notification or confirmation that a request for an inquiry has been made constitutes a public comment. This interpretation is consistent with other provisions of the Code, namely paragraphs 27(5.1)(i) and (ii), which refer to the mere confirmation that a request for an inquiry has been received or a preliminary review or inquiry has been commenced or completed as “public comments." These read as follows: 27. (5.1) The Commissioner shall make no public comments relating to any preliminary review or inquiry except to:(i) confirm that a request for an inquiry has been received;(ii) confirm that a preliminary review or inquiry has commenced or been completed; The fact that the public comments were made on the same day I received the request did not allow for the reasonable period of 14 days that PROC afforded to the Commissioner to inform the Member concerned about the complaint. In my view, Mr. Angus's public tweets and posting of his request for an inquiry on his website ran contrary to the intent of subsection 27(2.1), as the Member who was the subject of the complaint risked hearing about the request from other sources before hearing from my Office. Conclusion For the reasons stated above, I have determined that Mr. Angus contravened subsection 27(2.1) of the Code. Sanction Where the Commissioner concludes that a Member has not complied with an obligation under the Code, the Commissioner considers whether the contravention is mitigated as per subsection 28(5), which reads as follows: 28. (5) If the Commissioner concludes that a Member has not complied with an obligation under this Code but that the Member took all reasonable measures to prevent the non-compliance, or that the non-compliance was trivial or occurred through inadvertence or an error in judgement made in good faith, the Commissioner shall so state in the report and may recommend that no sanction be imposed. I have concluded that none of the circumstances set out in subsection 28(5) apply, since Mr. Angus was aware of subsection 27(2.1) but chose to disregard the provision because, according to him, my predecessor had not previously enforced it. Pursuant to subsection 28(6) of the Code, where a Member has not complied with the Code and none of the circumstances set out in subsection 28(5) apply, the Commissioner may recommend sanctions. The subsection reads as follows: 28. (6) If the Commissioner concludes that a Member has not complied with an obligation under this Code, and that none of the circumstances in subsection (5) apply, or is of the opinion that a request for an inquiry was frivolous or vexatious or was not made in good faith, the Commissioner shall so state in the report and may recommend appropriate sanctions. While I concluded that Mr. Angus has not complied with his obligations under subsection 27(2.1) of the Code, I also recognize that Mr. Angus acknowledged he made a grave error and apologized. Therefore, I do not recommend that any sanctions be imposed.

Report on a Member of the House of Commons for commenting publicly on a request for an inquiry. Preface An inquiry under the Conflict of Interest Code for Members of the House of Commons (Code) may be initiated at the request of a Member of the House of Commons, by resolution of the House of Commons, or on the initiative of the Conflict of Interest and Ethics Commissioner. Where the Commissioner has concerns that a Member of the House of Commons has not complied with his or her obligations under the Code, the Commissioner is required to give that Member written notice of his concerns and afford that Member 30 days to respond. If, after giving the Member 30 days to respond, the Commissioner has reasonable grounds to believe that the Member has not complied with his or her obligations under the Code, the Commissioner may conduct an inquiry on his own initiative to determine whether the Member has complied with his or her obligations under the Code. Following the completion of an inquiry, a report is to be provided to the Speaker of the House of Commons, who presents it to the House of Commons when it next sits. The report is made available to the public once it is tabled or, if the House is not then sitting, upon its receipt by the Speaker. Executive Summary This report presents the findings of my inquiry under the Conflict of Interest Code for Members of the House of Commons into the conduct of Mr. Charlie Angus, Member of Parliament for Timmins–James Bay, in connection with public comments concerning a request for an inquiry about another Member of Parliament that he made to my Office. On March 28, 2018, I received a letter from Mr. Angus asking me to conduct an inquiry into the conduct of Mr. Raj Grewal, Member of Parliament for Brampton East. Later that day, I learned that Mr. Angus had spoken about his request during an interview with a journalist. The resulting news article was posted on the media outlet's website and a link to the article was posted on Mr. Angus's Facebook page. Subsection 27(2.1) of the Code prohibits a Member who has requested an inquiry from making any public comments relating to the inquiry until the Commissioner confirms that the Member who is the subject of the inquiry has received a copy of the complaint or 14 days has elapsed from the date of receipt of the request by the Commissioner, whichever is earlier. The evidence showed that Mr. Angus discussed his letter requesting an inquiry with a media outlet and later posted a link to the resulting article on his Facebook page, before I confirmed that the subject of his complaint had received a copy of the complaint and before 14 days had elapsed since I received the complaint. I therefore found that Mr. Angus contravened subsection 27(2.1) of the Code. I determined that there were no mitigating factors in this case. However, because Mr. Angus had apologized, I did not recommend the imposition of any sanctions. Concerns and Process On March 28, 2018, I received a letter from Mr. Charlie Angus, Member of Parliament for Timmins–James Bay, requesting that I conduct an inquiry into the conduct of the Mr. Raj Grewal, Member of Parliament for Brampton East. I was informed by my Office that day that an article in which Mr. Angus discussed his request for an inquiry concerning Mr. Grewal was published on the National Post's website. Later that day, a link to the article was also posted on Mr. Angus's Facebook page. On April 5, 2018, I wrote to Mr. Angus to notify him of my concern that he may have contravened subsection 27(2.1) of the Conflict of Interest Code for Members of the House of Commons (Code) in relation to the public comments he had made to the National Post and on his Facebook account concerning his request for an inquiry into an alleged contravention of the Code by Mr. Grewal. Subsection 27(2.1) of the Code prohibits a Member who requests that an inquiry be conducted from making public comments relating to the inquiry until either the Commissioner confirms that the Member who is the subject of the inquiry has received a copy of the complaint or 14 days have elapsed following receipt of the request by the Commissioner. In my letter of April 5, 2018, I explained to Mr. Angus that the Code afforded him 30 days to respond to my concerns, after which I would decide whether to conduct an inquiry. I received Mr. Angus's response later that same day responding to the concerns raised. On April 12, 2018, I wrote to Mr. Angus to inform him that, having carefully considered his written representations, I had determined that I had reasonable grounds to believe that he had not complied with his obligations under the Code and that pursuant to subsection 27(4) of the Code, I was commencing an inquiry. On April 24, 2018, I conducted a first interview with Mr. Angus. As I did not interview any other witnesses in this matter or receive any additional documentary evidence from Mr. Angus, there was no need to conduct a second interview with him. In keeping with the established practice of the Office, Mr. Angus was given an opportunity to review and comment on a draft of the factual portions of this report (Concerns and Process, Findings of Fact and Mr. Angus's Position) before it was finalized. Findings of Facts The purpose of this inquiry was to determine whether Mr. Angus failed to comply with his obligations under the Code when he made public comments concerning a request for an inquiry he made in respect of a possible contravention of the Code by another member of Parliament, prior to my confirming that the subject of his request had received a copy of the complaint. On March 28, 2018, I received a letter from Mr. Angus requesting that I conduct an inquiry into the conduct of Mr. Raj Grewal via an email from a member of his office's staff. Also on March 28, 2018, my office became aware of public comments concerning Mr. Angus's request for an inquiry into the conduct of Mr. Grewal that he had made to the National Post on that day. An article entitled “NDP Asks Ethics Commissioner to Open an Investigation into Liberal MP over India Trip" published on the same day on the National Post's website was also later posted as a link on the Facebook page of “Charlie Angus NDP-NPD." The relevant portion of the article reads as follows: Senior NDP MP Charlie Angus sent a letter about the matter to Ethics Commissioner Mario Dion on Wednesday, arguing that Grewal's conduct “failed the test of principles" laid out in the Conflict of Interest Code, which applies to all MPs. “To me this represents a very egregious abuse of the Conflict of Interest Code," Angus said in an interview. “I think this is an issue that must be investigated." Mr. Angus indicated his usual procedure was to ask a question in the House of Commons regarding a matter falling within the jurisdiction of the Office, and should the answer be unsatisfactory, he would write a letter requesting an inquiry. Following his question in the House of Commons, media generally contacted him to find out if he had submitted a request for an inquiry or was planning to submit one. During his interview, Mr. Angus testified that in this case, a reporter from the National Post who had been aware of the ongoing subject matter related to Mr. Grewal had contacted him by phone to find out if there would be a letter to the Commissioner, and Mr. Angus confirmed with the reporter that he had sent a letter to the Office. He also confirmed that “Charlie Angus NDP-NPD" is his Facebook account, used in his capacity as a Member of the House of Commons. He testified that he personally had posted the link from the National Post article on his Facebook page on March 28, 2018, shortly after the letter was sent to my Office. During his interview, Mr. Angus took responsibility for the public comments he had made and apologized for his misinterpretation of the Code. Mr. Angus's Position Mr. Angus noted in his letter of April 5, 2018, that his interpretation of subsection 27(2.1) of the Code is that the Conflict of Interest and Ethics Commissioner must be free to choose to investigate or not investigate a complaint without having to deal with ongoing commentary from parliamentarians. In his view, the public comments he had made amounted to stating that he believed an investigation request was warranted given the nature of the ethical breaches. Mr. Angus also wrote in his letter of April 5, 2018 that he was not aware of any similar response from me or my predecessor in similar circumstances. In his testimony, Mr. Angus acknowledged that in previous correspondence from my predecessor, the issue of not commenting publicly on a request for an inquiry prior to the Commissioner receiving the request and confirming that the Member who is the subject of the request has received a copy had come up. He noted it was never the subject of a letter from the Office. He also stated that subsection 27(2.1) was not enforced by my predecessor to the best of his knowledge. His understanding was that the practice was discouraged by the former Commissioner but the former Commissioner had not taken a strict position on what Mr. Angus considered a standard practice. Analysis and Conclusion Analysis In this inquiry, I had to determine whether Mr. Angus, as a Member of the House of Commons, contravened subsection 27(2.1) of the Code when he made public comments to the National Post, and subsequently linked the published article on Facebook, regarding a request for an inquiry into an alleged contravention of the Code by Mr. Grewal prior to receiving my confirmation that Mr. Grewal had received the complaint. Subsection 27(2.1) prevents Members of the House of Commons from commenting publicly about a request for an inquiry prior to receiving confirmation from my Office that the Member who is the subject of the complaint has received it, or before 14 days have elapsed. It reads as follows: 27. (2.1) The Member who requested that an inquiry be conducted shall make no public comments relating to the inquiry until the Commissioner confirms that the subject of the inquiry has received a copy of the complaint or 14 days have elapsed following the receipt of the request by the Commissioner, whichever is earlier. Subsection 27(2.1) is a relatively new provision, in force since October 20, 2015. In June 2015, the House of Commons concurred in the Thirty-Ninth Report of the Standing Committee on Procedure and House Affairs (PROC), agreeing to the Committee's recommended changes to the Code. Part of those recommendations included the addition of subsection 27(2.1) to the Code. In my view, the language and intent of subsection 27(2.1) of the Code is unambiguous and clearly prohibits any Member from making public comments unless certain conditions have been met. In its Thirty-Ninth Report, PROC discussed the origin of the amendment and its purpose: Ms. Dawson [the former Commissioner] brought to the Committee's attention another issue related to the fairness of the inquiry request process. Specifically, when a request for an inquiry is made, the Member who is the subject of the request might hear about the request in the media or through other sources before hearing from the Commissioner's office. Ms. Dawson has requested that Members not comment publicly on requests they submit until the Member who is the subject of the request has been informed.In the Committee's view, this prohibition would be fair to all Members and would not unduly constrain Members' right to freedom of speech, provided that the Commissioner's office undertook to inform affected Members in a timely manner.The Committee recommends that the Code be amended to prohibit Members who request an inquiry from commenting publicly on the request until the Commissioner confirms that the Member who is the subject of that request has received a copy of the complaint. The commissioner must confirm that the subject member has been informed no later than 14 days after the commissioner received the request, failing which the requesting member may comment publicly.[Emphasis in original] The evidence gathered in this inquiry clearly shows that Mr. Angus was responsible for discussing his letter concerning Mr. Grewal with the National Post and later posting a link to the article, prior to either my confirming that the subject of his complaint had received a copy of the complaint or prior to the required 14 days having elapsed following my receipt of the complaint on March 28, 2018. In my view, the Member's issuance of a public notification or confirmation that a request for an inquiry has been made constitutes a public comment. This interpretation is consistent with other provisions of the Code, namely paragraphs 27(5.1)(i) and (ii), which refer to the mere confirmation that a request for an inquiry has been received or a preliminary review or inquiry has been commenced or completed as “public comments." These read as follows: 27. (5.1) The Commissioner shall make no public comments relating to any preliminary review or inquiry except to:(i) confirm that a request for an inquiry has been received;(ii) confirm that a preliminary review or inquiry has commenced or been completed; The fact that the public comments were made on the same day I received the request did not allow for the reasonable period of 14 days that PROC afforded to the Commissioner to inform the Member concerned about the complaint. In my view, Mr. Angus's discussion with the National Post and link to the article on his Facebook page ran contrary to the intent of subsection 27(2.1), as the Member who was the subject of the complaint risked hearing about the request from other sources before hearing from my Office. Conclusion For the reasons stated above, I have determined that Mr. Angus contravened subsection 27(2.1) of the Code. ​ Sanctions Where the Commissioner concludes that a Member has not complied with an obligation under the Code, the Commissioner considers whether the contravention is mitigated as per subsection 28(5), which reads as follows: 28. (5) If the Commissioner concludes that a Member has not complied with an obligation under this Code but that the Member took all reasonable measures to prevent the non-compliance, or that the non-compliance was trivial or occurred through inadvertence or an error in judgement made in good faith, the Commissioner shall so state in the report and may recommend that no sanction be imposed. I have concluded that none of the circumstances set out in subsection 28(5) apply, since Mr. Angus was aware of subsection 27(2.1) but chose to disregard the provision because, according to him, my predecessor had not previously enforced it. Pursuant to subsection 28(6) of the Code, where a Member has not complied with the Code and none of the circumstances set out in subsection 28(5) apply, the Commissioner may recommend sanctions. The subsection reads as follows: 28. (6) If the Commissioner concludes that a Member has not complied with an obligation under this Code, and that none of the circumstances in subsection (5) apply, or is of the opinion that a request for an inquiry was frivolous or vexatious or was not made in good faith, the Commissioner shall so state in the report and may recommend appropriate sanctions. While I concluded that Mr. Angus has not complied with his obligations under subsection 27(2.1) of the Code, I also recognize that Mr. Angus apologized. Therefore, I do not recommend that any sanctions be imposed.​

Report on a former Senior Advisor to Prime Minister for taking improper advantage of one's previous public office to influence a decision in order to further the private interests of a significant other. Preface The Conflict of Interest Act, S.C. 2006, c. 9, s. 2 (the Act) came into force on July 9, 2007. An examination under the Act may be initiated at the request of a member of the Senate or House of Commons or on the initiative of the Conflict of Interest and Ethics Commissioner. When an examination is initiated at the request of a Member of the House of Commons, the Commissioner is required under section 44 of the Act to examine the matter, unless he or she determines that the matter is frivolous or vexatious or is made in bad faith. The Commissioner may, having regard to all the circumstances of the case, discontinue the examination. The Commissioner must provide a report to the Prime Minister setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the examination even where an examination is discontinued. A copy of the report must, at the same time, be provided to the member who made the request and to the current or former public office holder who is the subject of the request, and must also be made available to the public. Executive Summary This report signals my discontinuance of an examination under the Conflict of Interest Act of the conduct of Mr. Bruce Carson, a former senior advisor in the Prime Minister's Office. It had been alleged that Mr. Carson contravened section 33 of the Act by trying to use his influence to have federal funding approved for the purchase of water filtration systems on indigenous reserves, so his then girlfriend could earn lucrative commissions on their sale. Section 33 prohibits former public office holders from acting in such a manner as to take improper advantage of their previous public office. The examination was launched by my predecessor in April 2011. In November of that year, it was suspended, as required by the Act, after the RCMP began a criminal investigation of Mr. Carson's conduct in respect of the same subject-matter. That investigation led to a charge of influence peddling being laid under the Criminal Code. As required by the Act, the examination remained suspended until the charge was finally disposed of in this case by the Supreme Court of Canada on March 23, 2018. As a result of the court proceedings, all of the relevant facts related to Mr. Carson's post-employment activities have been made public, and the matter has been dealt with with finality by the Supreme Court of Canada. Therefore, there is no need to expend further public resources by continuing this examination. The Request On March 12, 2011, the Office of the Conflict of Interest and Ethics Commissioner (Office) received a letter from Mr. Ray Novak, the then Chief of Staff in the Office of the Prime Minister, the Right Honourable Stephen Harper, requesting that an examination be undertaken into the conduct of Mr. Bruce Carson, a former senior advisor in the Prime Minister's Office. Mr. Novak's letter stated that the request for an examination was sent on behalf and at the request of the Prime Minister. According to that letter, Mr. Carson had attempted to act in such a manner so as to take advantage of his previous position, in contravention of section 33 of the Conflict of Interest Act. Since the information was incomplete, the Office requested additional information from the Prime Minister's Office, while noting that, according to media reports, Mr. Harper had also submitted an investigation request to the Royal Canadian Mounted Police (RCMP) dealing with the same subject-matter. On March 22, 2011, the Office received a new, more specific request from Mr. Dimitri Soudas, the then Director of Communications at the Prime Minister's Office. Mr. Soudas wrote that he had been informed of Mr. Carson's email exchanges with the departmental authorities at Indian and Northern Affairs Canada, as the department was known at the time. According to Mr. Soudas, those emails, along with other documents, appeared to show that Mr. Carson was trying to use his influence to have federal funding approved in order to purchase water filtration systems on indigenous reserves, thereby helping his girlfriend make a lucrative commission on the sale of those devices. Mr. Soudas' letter indicated that Mr. Carson had contacted two ministers about the sale of those water treatment devices. Section 33 of the Act prohibits former public office holders from acting in such a manner as to take improper advantage of his or her previous public office. The Office concluded that the request satisfied the requirements set out in subsection 44(2) of the Act, which triggered the examination of the matter raised. Process and Facts On April 1, 2011, the Office launched an examination under section 44 of the Act. The Office wrote to Mr. Carson in this regard, to inform him that the purpose of the examination was to determine whether he had contravened section 33 of the Act. The Office asked Mr. Carson to provide, in writing, any document in his possession dealing with the matter and his comments. The Office received an initial response from Mr. Carson on April 18, 2011, and conducted an interview with him on May 3, 2011. Following the interview, Mr. Carson provided additional information and documentation in May and June 2011. Between April and November 2011, the Office requested and obtained documents from various sources, and conducted eight interviews with other witnesses. On November 14, 2011, the Office received notice from the RCMP that it was investigating Mr. Carson's conduct under the Criminal Code, in respect of the same subject‑matter as the present examination. Pursuant to paragraph 49(1)(b) of the Act, the Office must immediately suspend an examination if it discovers that an investigation has been commenced in respect of the subject‑matter of the examination. Section 49 states: 49 (1) The Commissioner shall immediately suspend an examination under section 43, 44 or 45 if(a) the Commissioner believes on reasonable grounds that the public office holder or former public office holder has committed an offence under an Act of Parliament in respect of the same subject-matter, in which case the Commissioner shall notify the relevant authorities; or​(b) it is discovered that the subject-matter of the examination is also the subject-matter of an investigation to determine whether an offence referred to in paragraph (a) has been committed or that a charge has been laid in respect of that subject-matter.​(2) The Commissioner may not continue an examination until any investigation or charge in respect of the same subject-matter has been finally disposed of. The Office therefore suspended the examination and, on November 17, 2011, notified Mr. Carson accordingly. The RCMP investigation, which also addressed the issue of whether Mr. Carson was attempting to use his influence to have federal funding approved to purchase water treatment systems on indigenous reserves, thereby helping his girlfriend receive a lucrative commission on the sale of those devices, led to criminal charges of influence peddling under paragraph 121(1)(d) of the Criminal Code, which states: 121 (1) Every one commits an offence who[…](d) having or pretending to have influence with the government or with a minister of the government or an official, directly or indirectly demands, accepts or offers or agrees to accept, for themselves or another person, a reward, advantage or benefit of any kind as consideration for cooperation, assistance, exercise of influence or an act or omission in connection with(i) anything mentioned in subparagraph (a)(iii) or (iv), or,(ii) the appointment of any person, including themselves, to an office; The case was heard before the Ontario Superior Court on March 14 and 15, 2015. In a judgment rendered on November 17, 2015, Mr. Carson was acquitted (R. v. Carson, 2015 ONSC 7127). Following Mr. Carson's acquittal, the Crown appealed the Ontario Superior Court decision. The appeal was heard on October 12, 2016 and the Court of Appeal for Ontario rendered its decision on February 17, 2017 (R. v. Carson, 2017 ONCA 142), setting aside the acquittal and finding Mr. Carson guilty of influence peddling. In its judgment, the Court of Appeal for Ontario wrote that, during his trial, Mr. Carson had admitted that he was a person who had influence and that he had demanded a benefit for his girlfriend, who worked for the water treatment systems vendor h1O Professionals Inc., in exchange for exercising his influence on behalf of the company. Mr. Carson appealed the decision to the Supreme Court of Canada. The case was heard on November 3, 2017. In its decision of March 23, 2018, the Supreme Court of Canada upheld the guilty verdict against Mr. Carson (R. v. Carson, 2018 SCC 12). On April 13, 2018, the Office notified Mr. Carson that it was resuming the examination that it had undertaken on April 1, 2011, and suspended on November 14, 2011. Analysis and conclusion Subsection 44(3) of the Conflict of Interest Act (Act) allows the Commissioner, having regard to all of the circumstances of the case, to discontinue an examination that was initiated at the request of a parliamentarian. Subsection 44(3) reads as follows: 44 (3) If the Commissioner determines that the request is frivolous or vexatious or is made in bad faith, he or she may decline to examine the matter. Otherwise, he or she shall examine the matter described in the request and, having regard to all the circumstances of the case, may discontinue the examination. When the Commissioner determines that an examination is to be discontinued pursuant to subsection 44(3) of the Act, subsection 44(7) of the Act requires that the Commissioner publish a report: 44 (7) The Commissioner shall provide the Prime Minister with a report setting out the facts in question as well as the Commissioner's analysis and conclusions in relation to the request. The report shall be provided even if the Commissioner determines that the request was frivolous or vexatious or was made in bad faith or the examination of the matter was discontinued under subsection (3). I must therefore determine, having regard to all the circumstances of this case, whether to discontinue the examination into the post-employment conduct of Mr. Carson. The expression “all the circumstances of the case" has been broadly interpreted and, in the administrative law context, includes public interest considerations, such as whether the matter has already been decided by another body, the finality of that decision and whether it makes sense to expend public resources to proceed with the investigation of what is essentially the same complaint. This examination was suspended because its subject-matter was also the subject of an investigation which led to the laying of a criminal charge. In accordance with subsection 49(2) of the Act, the matter remained suspended until it was finally disposed of in this case by the Supreme Court of Canada on March 23, 2018. As a result of the court proceedings, which dealt with the same subject matter as that of the examination commenced under the Act, all of the relevant facts related to Mr. Carson's post‑employment activities, which initially gave rise to the parliamentarian's request for an examination under the Act more than seven years ago, have been made public. Furthermore, a final determination on the very same subject matter was rendered by the Supreme Court of Canada in the above-referenced decision, where the Court upheld the guilty verdict of influence peddling against Mr. Carson contrary to paragraph 121(1)(d) of the Criminal Code. I am of the view that, having regard to all of the circumstances of this case, it is in the public interest to discontinue this examination. The very same subject matter as that of this examination has been dealt with with finality by the Supreme Court of Canada. There is therefore no longer a need to further expend public resources in continuing with this examination, especially given the guilty verdict against Mr. Carson. Conclusion For these reasons, this examination under the Conflict of Interest Act is discontinued pursuant to subsection 44(3) of the Act.