Policy on Reporting of Federal Institutions and Corporate Interests to Treasury Board Secretariat

(Publié aussi en français sous le titre Politique en matière de présentation de rapports au Secrétariat du Conseil du Trésor sur les institutions fédérales et sur les sociétés dans lesquelles le Canada détient des intérêts)

Table of Contents 

1.	Effective date
2.	Application
3.	Context
4.	Definitions and description
5.	Policy Statement
6.	Policy requirements
7.	Consequences
8.	References
9.	Enquiries
Appendix A: Federal Government Institutions
Appendix B: Federal Corporate Interests
Appendix C: Institutional Changes

1.	Effective date

1.1	This policy takes effect on April 1, 2007.

1.2	It replaces (in whole or in part) the following Treasury Board policies:  
•	Policy on Alternative Service Delivery Policy dated April 1, 2002.
•	Reporting Policy for Mixed and Joint Enterprise Corporations dated December 31, 1987.
2.	Application

2.1	This policy applies to departments as defined under section 2 of the Financial Administration Act and includes organizations listed in Schedules I (departments), I.1 (agencies and agents of parliaments) and II (departmental corporations) unless specific acts, regulations or Orders in Council override it.  

2.2	Note that Crown corporations are not covered by this policy.  
3.	Context

3.1	The Government of Canada delivers programs and services through a variety of institutional forms, which range from “departments” to various types of agencies, corporations, boards, and tribunals.  Interests are also held in organizations that are not considered part of the Government of Canada.  

3.2	This policy provides specific responsibilities for Deputy Heads (those officials who report directly to a Minister and have management responsibility for a federal government organization) for validating the accuracy of information pertaining to their institutions.  Deputy Ministers, who exercise a portfolio coordination role, are further assigned specific responsibilities for validating the accuracy of the information in respect to other institutions and corporate interests in their Minister’s portfolio.  Responsibilities of Crown corporations for reporting on their respective corporate data are addressed in a separate guidance instrument.          

3.3	This policy supports Treasury Board’s mandate to provide management oversight to the federal government by ensuring that information concerning the institutional and corporate composition of the Government of Canada is collected and collated for presentation via any means determined by the President of the Treasury Board and that the information is accurate, current and accessible in a manner that enhances decision-making and evaluation across the Government of Canada. 

3.4	This policy is issued pursuant to the Financial Administration Act, section 7.

3.5	This policy is framed by the Treasury Board’s Foundation Framework for Treasury Board Policies.   
4.	Definitions and description

Definitions applicable to this policy can be found in Appendices A, B and C.
5.	Policy Statement
5.1	The objectives of this policy are to:

5.1.1	Ensure the collection, updating and presentation to Parliament of information concerning the institutional and corporate composition of the Government of Canada, including details on the government's participation in mixed and joint enterprise corporations, and shared-governance corporations (including some foundations);

5.1.2	Enhance the quality and breadth of the information available to the Treasury Board concerning the institutions and corporations that form the Government of Canada.
5.2	The application of this policy by Deputy Heads will result in:

5.2.1	Streamlined reporting to Parliament on the institutional and corporate composition of the Government of Canada;

5.2.2	Expanded and enhanced quality of information available to the Prime Minister and Cabinet, Treasury Board, Parliamentarians and the Agents of Parliament, the Privy Council Office, the Treasury Board of Canada Secretariat, other departments and agencies, and Canadians with regard to the institutional and corporate composition of the Government of Canada; and

5.2.3	Clear responsibilities for the collection and aggregation of basic data on all federal government institutions and federal corporate interests.
6.	Policy requirements	
6.1	Reporting on Federal Government Institutions
6.1.1	Deputy Heads are responsible for reporting annually, in the manner specified by the Treasury Board of Canada Secretariat, on the federal government institutions for which they are responsible.  A subset of Deputy Heads, Deputy Ministers who exercise a portfolio coordination role, are further responsible for reporting on the federal government institutions in their Minister’s portfolio where no Deputy Head is in place.  These reporting requirements also include federal institutions that were created, transformed, dissolved, devolved or divested during the fiscal year.  

Deputy Heads, including Deputy Ministers, will be asked to confirm existing data or provide new information, including:

•	Name of each federal government institution and any special operating agency or entity that is associated with the department;
•	Statutory authority or legal instrument by which the federal institution was created, transformed, dissolved, devolved or divested (if applicable)
•	Mandate of the federal government institution
•	Contact information of the institution’s head office
•	Relevant experiences, where appropriate, related to the processes for establishing or changing institutions by federal institutions.  

6.1.2	In certain circumstances, Deputy Ministers, who exercise a portfolio coordination role, are also responsible for reporting on Crown corporations that were created, transformed, dissolved, devolved or divested during the fiscal year, under their Minister’s portfolio.  Such reporting would be required where the Crown corporation’s chief executive officer or president has yet to be appointed or where the corporation is not self-governing.
6.2	Reporting on Other Federal Corporate Interests within Minister’s portfolio
6.2.1	Deputy Ministers, who exercise a portfolio coordination role, are responsible for reporting annually, in the manner specified by the Treasury Board of Canada Secretariat, information concerning federal corporate interests, as defined in this policy, that fall under the portfolio responsibility of their Ministers.  Deputy Ministers will be asked to confirm information, on behalf of their Minister, including, as required:

•	Name of the corporation
•	Mandate of the corporation
•	Contact address of the corporation’s head office 
•	Statutory authority or legal instrument by which the corporation was established
•	Year of incorporation
•	Date of the fiscal year end
•	Specified financial information at fiscal year end
•	Name of the corporation’s auditor
•	Percentage share of federal ownership and detailed holdings
•	Board composition
6.3	Other information to be reported
6.3.1	Deputy Heads shall submit to the Treasury Board of Canada Secretariat other information that the Secretary of the Treasury Board deems necessary for the purpose of reporting on and monitoring the application of this policy.
6.4	Monitoring and Reporting Requirements
6.4.1	The Treasury Board of Canada Secretariat shall monitor this policy by:

6.4.1.1	Reviewing submissions to Treasury Board, periodically sampling Orders in Council or other records or documents, as applicable, where these may result in the creation, transformation, dissolution, devolution, or divestiture of a federal government institution or federal corporate interest as defined in this policy;

6.4.1.2	Reviewing periodically any relevant reviews, audits or evaluations, in order to assess a department’s compliance with this policy; 

6.4.1.3	Reviewing the effectiveness of the policy at the five-year mark of its effective date.  
7.	Consequences

7.1	Based on the assessment of departmental management performance with respect to this policy, the Secretary of the Treasury Board will address any appropriate recommendations to the appropriate head of institution and to Treasury Board.

7.2	Treasury Board may delay the approval/release of funding, or may impose conditions on submissions, until it is satisfied with the information it has received.
8.	
References	

8.1	In addition to the guidelines and tools associated with this policy, the following statutes and policies affect or inform activities related to the creation, transformation, dissolution or devolution of federal institutions and their governance:

Relevant legislation

•	Financial Administration Act
•	Public Service Rearrangement and Transfer of Duties Act 

Other publications

•	Privy Council Office, Guidance for Deputy Ministers
9.	Enquiries

9.1	Please direct enquiries about this policy to your department’s headquarters. For interpretation of this policy, departmental headquarters should contact: 

Governance Directorate, 
Government Operations Sector, 
Treasury Board Secretariat,
L’Esplanade Laurier, 300 Laurier Avenue West
Ottawa, ON      K1A 0R5
E-mail: Gd-dg@tbs-sct.gc.ca
Telephone: (613) 946-2391 
Fax:  (613) 957-0160

Appendix A: Federal Government Institutions
For the purposes of this policy, a federal government “institution” is any body, established by legal instrument by the federal government for public policy ends, including the delivery of programs and services.  For clarity, a federal government institution does not include a partnership, a horizontal arrangement, contracting out, the creation of a committee or the recipient of grants or contributions.  Appendix A outlines the principal forms of federal government institutions as they exist in the Government of Canada.  

“Federal government institutions” as defined in this policy can take a variety of forms, the majority of which are listed/categorized under the Financial Administration Act and which may include the following (listed generally, in order of increasing autonomy):

Department (ministère) 
Departments are the primary vehicles through which government policies and programs are delivered, with broad policy mandates.  Ministerial or line departments refer to those organizations listed in Schedule I of the Financial Administration Act, which are created by statute that set out the Minister’s area of jurisdiction and prescribe his responsibility for direction and management.  A ministerial department is legally under the control of the responsible Minister (i.e., without independent legal personality), and therefore the least autonomous institution through which the Crown carries on business.

Special Operating Agency (SOA) (organisme de service spécial (OSS))
Special Operating Agencies (SOAs) are operational units within a department or agency, which have some management flexibility, independence and separate accountability.  They function within a framework agreement approved by the Deputy Minister, the Minister and the Treasury Board, without legislation.  SOAs have a clear mandate and the services they provide are readily identifiable and operational in nature (e.g., administrative, supervisory, advisory, regulatory, and adjudicative).  They follow the departmental legislative framework and authorities, although they may be granted special flexibility for financial, human resources or other specified objectives (potentially including separate employer status).

Statutory and Other Agencies (organismes créés par une loi et autres organismes) 
“Statutory and other agencies” refer to organizations listed in Schedule I.1 of the Financial Administration Act.  These agencies have more narrowly defined mandates than ministerial departments, generally specified in their constituent acts or other instruments.  They can be formed with a statute or be created by Order-in-Council.  Their specific functions vary widely but tend to be operational in nature.  They usually operate at a distance from government and the degree of their autonomy varies considerably by organisation and their function – from those that operate more like ministerial departments to tribunals and other adjudicative bodies whose decisions must be and be seen to be free from ministerial influence.

Departmental Corporation (établissement public)
Departmental corporations are corporations created by Acts of Parliament and are listed in Schedule II of the Financial Administration Act.  They report to Parliament through a Minister, but usually function with greater autonomy from the core public administration than do ministerial departments and perform administrative, research, advisory, supervisory or regulatory functions.  Their governing bodies have roles specified in their constituent legislation, which vary in their nature, functions, program responsibilities and the extent of any management oversight responsibilities; some do not have any management oversight responsibilities.

Service Agency (organisme de services)
Service Agencies are listed as departmental corporations under Schedule II of the Financial Administration Act.  They are distinct primarily in that they operate with tailored legislation and reporting frameworks, and have operational functions focused on service.

Appendix B: Corporate Interests
Corporate “interest” refers to a corporate entity in which the Government of Canada has a degree of influence as determined by ownership of shares in the corporation and / or, notably, the right to appoint members to its board of directors.  This does not include corporations created by federal legislation or third parties for which the only ongoing interest is transfer of funds, (i.e., without share ownership or right to appoint board members).  

The principal forms of federal corporate interests, as defined in this policy, include, but are not limited to, the following types:

Mixed Enterprises (entreprises mixtes)
Mixed enterprises are corporate entities, whose shares are partially owned by Canada, through a Minister.  Private sector parties own the remaining shares. 

Joint Enterprises (entreprises en coparticipation)
Joint enterprises are corporate entities, whose shares are partially owned by Canada, through a Minister.  However, the balance of shares is owned by another level of government, generally a province. 

Shared-Governance Corporations  (sociétés à régie partagée)
Shared-governance corporations include corporate entities without share capital for which Canada, either directly or through a Crown corporation, has a right, pursuant to statute, articles of incorporation, letters patent, by-law or any contractual agreement (including funding or contribution agreements) to appoint or nominate one or more voting members to the governing body.  

There are some foundations that meet the definition of a shared-governance corporation, and consequently, will be reported on in accordance with this policy.  Similarly, there are organisations related to intergovernmental or First Nations Agreements that are within the scope of this definition and, therefore, are also subject to this policy.  

Corporations under the terms of the Bankruptcy and Insolvency Act (sociétés dans lesquelles le Canada détient des intérêts en vertu de la Loi sur la faillite et l’insolvabilité)
This group includes corporate entities whose shares are partially owned by Canada, following receipt by a trustee in bankruptcy. 

International Organisations (organisations internationales)
International organisations are corporate entities, created pursuant to international agreements under which Canada holds shares or has a right to appoint or elect some number of members to a governing body.  

Appendix C: Institutional Changes
Other relevant definitions applicable to the interpretation of this policy:

Creation (création)
Is the process by which a new a federal government institution or corporate interest is established.

Devolution (cession)
Is the transfer of a federal entity to another level of government, or to a community or stakeholder group, without any further federal responsibility for the program/activity but continued ownership of the federal land (e.g. transfer of responsibility for the operations of airports to local airport authorities).  

Dissolution (dissolution)
Is the termination or liquidation of a federal entity.

Divestiture (dessaisissement)
Is the disposition of a federal entity by outright sale, employee purchase or takeover. Normally all associated federal lands are also transferred/sold.  If an entity is divested to a non-government owner, that can also be referred to as a privatization. 

Transformation (transformation)
Is the change in institutional form of a federal entity or corporate interest to another institutional form (e.g., a department becomes a Crown corporation, as occurred with Canada Post).