Conflict of InterestPolicy

Approved by the Board May 2012

Conflict of Interest Rules for eHealth Ontario

Approved by the Conflict of Interest Commissioner and effective on the date published on the Commissioner’s website

eHealth Ontario Conflict of Interest Policy

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Contents

1 Purpose....................................................................................................................................................................... 3

2 Scope .......................................................................................................................................................................... 3

3 Policy .......................................................................................................................................................................... 3

4 Definitions .................................................................................................................................................................. 3

5 Principles.................................................................................................................................................................... 5

5.1 Broad Standards of Conduct .......................................................................................................................................................... 55.2 Transparency .................................................................................................................................................................................. 55.3 Public Interest Prevails ................................................................................................................................................................... 5

6 Prohibited Conduct.................................................................................................................................................... 5

6.1 Benefiting Self, Spouse or Children ............................................................................................................................................... 56.2 Accepting Gifts ................................................................................................................................................................................ 66.3 Disclosing Confidential Information ................................................................................................................................................ 66.4 Giving Preferential Treatment......................................................................................................................................................... 66.5 Hiring Family Members................................................................................................................................................................... 76.6 Engaging in Business, etc. ............................................................................................................................................................. 76.7 Participating in Decision-Making .................................................................................................................................................... 8

7 Matters That Might Involve the Private Sector ........................................................................................................ 8

7.1 Interpretation ................................................................................................................................................................................... 87.2 Duty to Declare Certain Financial Interests ................................................................................................................................... 87.3 Prohibition on Certain Purchases................................................................................................................................................. 107.4 List of Positions ............................................................................................................................................................................. 10

8 Prohibited Conduct.................................................................................................................................................. 10

8.1 Application..................................................................................................................................................................................... 108.2 Seeking Preferential Treatment, etc............................................................................................................................................. 118.3 Disclosing Confidential Information .............................................................................................................................................. 118.4 Restriction on Lobbying ................................................................................................................................................................ 118.5 Restriction on Employment, etc.................................................................................................................................................... 118.6 Restriction Regarding Certain Transactions ................................................................................................................................ 12

RULES FOR THE DISCLOSURE AND RESOLUTION OF THE CONFLICT OF INTEREST ........................................... 12

9 Disclosure................................................................................................................................................................. 12

9.1 Disclosure Requirement ............................................................................................................................................................... 129.2 Ongoing Duty to Disclose ............................................................................................................................................................. 129.3 Questions for Ethics Executive..................................................................................................................................................... 129.4 Review of Allegations of Failure to Comply ................................................................................................................................. 139.5 Determinations and Directions ..................................................................................................................................................... 13

10 Board Matters........................................................................................................................................................... 14

10.1 Disclosure of Conflicts of Interest at Board Meetings.................................................................................................................. 1410.2 Appointee’s Concern Regarding Another Appointee’s Conflict of Interest ................................................................................. 1410.3 Recording Conflict of Interest Declarations at Board Meetings .................................................................................................. 14

11 Conflict of Interest Commissioner ......................................................................................................................... 15

11.1 Advice from and Referral to Conflict of Interest Commissioner .................................................................................................. 15

12 Compliance............................................................................................................................................................... 15

12.1 Compliance with Direction ............................................................................................................................................................ 1512.2 Contravention by Government Appointee.................................................................................................................................... 15

13 Remedies.................................................................................................................................................................. 16

14 Promotion of Ethical Conduct by Ethics Executives............................................................................................ 16

eHealth Ontario Conflict of Interest Policy

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15 Responsibilities ....................................................................................................................................................... 16

15.1 Board ............................................................................................................................................................................................. 1615.2 President & CEO........................................................................................................................................................................... 16

eHealth Ontario Conflict of Interest Policy

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Purpose

The purpose of this Policy is to:

1.1 establish clear standards for dealing with real, perceived, or potentialconflicts of interest, applicable to all appointees and employees of eHealthOntario;

1.2 reduce the possibility of conflicts between the private interests and eHealthOntario-related duties of all appointees and employees of eHealth Ontario;and

1.3 provide the means to identify and resolve such conflicts of interest in favourof the public interest.

Scope

2.1 This Policy applies to appointees and employees of eHealth Ontario.

2.2 Adherence to this Policy constitutes a term and condition of each appointee’s and,employee’s appointment, employment or engagement, as the case may be.

2.3 Where a provision in this policy is inconsistent with a provision of the Regulation, theprovision of the Regulation prevails. A provision in this policy is inconsistent with aprovision of the Regulation where a provision in the policy establishes a degree ofethical conduct that is lower than is established by the Regulation. An inconsistencydoes not arise where a provision in this policy exceeds the degree of ethical conductestablished by the Regulation.

2.4 Nothing in this Policy prevents an appointee or employee from seeking independentlegal advice.

Policy

3.1 This Policy is divided into three parts: rules for current eHealth Ontario personnel; rules for former eHealth Ontario personnel; and rules for the disclosure and resolution of the conflict of interest.

Definitions

“appointee” means an individual appointed by the Lieutenant Governor in Council as amember of the board of directors of eHealth Ontario under Ontario Regulation 43/02,“eHealth Ontario”, made under the Development Corporations Act, R.S.O. 1990, c. D.10, asamended from time to time;

“Act” means the Public Service of Ontario Act, 2006.

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“Board” means the board of directors of eHealth Ontario;

“CEO” means the chief executive officer of eHealth Ontario;

“confidential information” means information that is not available to thepublic and that, if disclosed, could result in harm to eHealth Ontario or theCrown or could give the person to whom it is disclosed an advantage;

“Chair” means the Chair of the board of directors of eHealth Ontario.

“conflict of interest” means a situation or circumstance where the privateinterest of an appointee or employee could conflict with the duties owed bythat individual to eHealth Ontario and to the Crown.

“Conflict of Interest Commissioner” and “Commissioner” means the Conflictof Interest Commissioner appointed by the Lieutenant Governor in Councilpursuant to the Public Service of Ontario Act, 2006;

“designated senior position” means appointees, the CEO, each senior vicepresident, executive leads, and every employee who carries out seniormanagerial duties;

““employee” means an individual in an employment relationship with eHealth;

“family member” means, in respect of an individual, that individual’s child, stepchild, sibling, half sibling, spouse, parent or grandparent;

“ethics executive” and “Ethics Executive”: 1. for appointees means the Chair;2. for the Chair means the Commissioner; 3. for employees means the CEO;and 4. for the CEO means the Chair;

“gift” includes a benefit of any kind;

“minister” means the Minister of Health and Long-Term Care or such othermember of the Executive Council who is responsible for eHealth Ontario;

“ministry” means the Ministry of Health and Long-Term Care;

“Policy” means this Conflict of Interest Policy;

“private interest” means, in respect of an appointee or employee, any financialor personal affiliation, relationship or involvement that is directly with thatappointee or employee; and any financial or personal affiliation, relationshipor involvement indirectly through a family member or other person ororganization that the appointee or employee is connected to or owes anobligation to;

“public body” means a public body that is prescribed as a public body under thePublic Service of Ontario Act, 2006;

“Regulation” means Ontario Regulation 381/07 under the Public Service ofOntario Act, 2006

“spouse” means,

(a) a spouse as defined in section 1 of the Family Law Act, or

(b) either of two persons who live together in a conjugal relationship outsidemarriage.

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RULES FOR CURRENT APPOINTEES AND EMPLOYEES

Principles

5.1 Broad Standards of Conduct5.1.1 The overall objective of this Policy is to promote a standard of conduct

for appointees and employees that will preserve and enhance the integrity,objectivity, and impartiality of the affairs and decision-making processes of eHealthOntario.

5.1.2 Appointees and employees have an obligation to act in a manner thatwill bear the closest public scrutiny, such that even perceived conflicts of interest donot arise. This obligation is not fully discharged by simply acting within the law.

5.1.3 The goal is to maintain and enhance public confidence and trust ineHealth Ontario.

5.1.4 eHealth Ontario recognizes the inevitability of the potential forconflicts of interest, the perception of the existence of conflicts of interest and, insome cases, the existence of actual conflicts of interest. This Policy will assistappointees and employees to recognize and to avoid, mitigate or manage conflict ofinterest situations and to ensure that all real, perceived and potential conflict ofinterest situations are resolved in the best interests of eHealth Ontario and thepublic interest that it serves.

5.2 TransparencyAppointees and employees are obliged to conduct themselves in a transparent andaccountable manner that would bear the closest public scrutiny.

5.3 Public Interest PrevailsIf a conflict of interest arises between the private interests of an appointee oremployee and the duties and responsibilities of that appointee or employee owed toeHealth Ontario, the conflict of interest should be resolved in a manner that servesthe best interests of eHealth Ontario and the public interest that it serves.

Prohibited Conduct

6.1 Benefiting Self, Spouse or Children6.1.1 An appointee or employee shall not use or attempt to use his or her

appointment to, or employment with, eHealth Ontario to directly or indirectlybenefit himself or herself or his or her spouse or children.

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6.1.2 An appointee or employee shall not allow the prospect of his or herfuture appointment or employment by a person or entity to detrimentally affect theperformance of his or her duties to eHealth Ontario or the Crown.

6.2 Accepting Gifts6.2.1 An appointee or employee shall not accept a gift from any of the

following persons or entities if a reasonable person might conclude that the giftcould influence the appointee or employee when performing his or her duties toeHealth Ontario or the Crown:

(a) A person, group or entity that has dealings with eHealth Ontario orthe Crown.

(b) A person, group or entity to whom the appointee or employee providesservices in the course of his or her duties to eHealth Ontario or theCrown.

(c) A person, group or entity that seeks to do business with eHealthOntario or the Crown.

6.2.2 Subsection 6.2.1 shall not operate to prevent an appointee or employeefrom accepting a gift of nominal value given as an expression of courtesy orhospitality if doing so is reasonable in the circumstances.

6.2.3 An appointee or employee who receives a gift in the circumstancesdescribed in subsection 6.2.1 shall notify his or her ethics executive.

6.3 Disclosing Confidential Information6.3.1 An appointee or employee shall not disclose confidential information

obtained during the course of his or her appointment to or employment with,eHealth Ontario to a person or entity unless the appointee or employee is authorizedto do so by law, or the Crown or eHealth Ontario.

6.3.2 An appointee or employee shall not use confidential informationreferred to in subsection 6.3.1 in a business or undertaking outside his or herappointment or work, as the case may be, for eHealth Ontario.

6.3.3 An appointee or employee shall not accept a gift directly or indirectlyin exchange for disclosing confidential information referred to in subsection 6.3.1.

6.4 Giving Preferential Treatment6.4.1 When performing his or her duties to eHealth Ontario or the Crown,

an appointee or employee shall not give preferential treatment to any person orentity, including a person or entity in which the appointee or employee, or a memberof his or her family or a friend, has an interest.

6.4.2 When performing his or her duties to eHealth Ontario or the Crown,an appointee or employee shall endeavour to avoid creating the appearance thatpreferential treatment is being given to a person or entity that could benefit from it.

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6.4.3 An appointee or employee shall not offer assistance to a person orentity in dealing with eHealth Ontario other than assistance given in the ordinarycourse of the director’s appointment or the employee’s employment with eHealthOntario.

6.5 Hiring Family Members6.5.1 An appointee or employee shall not, on behalf of eHealth Ontario, hire

his or her spouse, child, parent or sibling.

6.5.2 An appointee or employee shall not, on behalf of eHealth Ontario,enter into a contract with his or her spouse, child, parent or sibling or with a personor entity in which any of them has a substantial interest.

6.5.3 An appointee or employee who hires a person on behalf of eHealthOntario shall ensure that the person does not report to, or supervise the work of, theperson’s spouse, child, parent or sibling.

6.5.4 An appointee or employee who reports to, or supervises the work of,his or her spouse, child, parent or sibling shall notify his or her ethics executive.

6.6 Engaging in Business, etc.6.6.1 An appointee or employee shall not become employed by or engage in

a business or undertaking outside his or her appointment to or employment witheHealth Ontario in any of the following circumstances:

(a) If the appointee or employee’s private interests in connection with theappointment or employment could conflict with his or her duties toeHealth Ontario or the Crown.

(b) If the employment would interfere with the appointee or employee’sability to perform his or her duties to eHealth Ontario or the Crown.

(c) If the employment is in a professional capacity and is likely toinfluence or detrimentally affect the appointee or employee’s ability toperform his or her duties to eHealth Ontario or the Crown.

(d) If the employment would constitute full-time employment for anotherperson. However, this paragraph does not apply with respect to anemployee who is employed part-time by eHealth Ontario. Thisparagraph also does not apply with respect to an employee who is onan authorized leave of absence from his or her position, but only if theemployment is not contrary to or inconsistent with the terms of theleave of absence.

(e) If, in connection with the employment, any person would derive anadvantage from the appointee’s appointment to eHealth Ontario or theemployee’s employment with eHealth Ontario.

(f) If government services, premises, equipment or supplies are used inthe employment.

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6.7 Participating in Decision-Making6.7.1 An appointee or employee shall not participate in decision-making by

eHealth Ontario with respect to a matter that the appointee or employee is able toinfluence in the course of his or her duties if the appointee or employee could benefitfrom the decision.

6.7.2 Subsection 6.7.1 does not apply if the appointee or employee obtainsthe prior approval of his or her ethics executive to participate in decision-making byeHealth Ontario with respect to the matter.

6.7.3 An appointee or employee who, in the course of his or her appointmentto, or employment with eHealth Ontario is a member of a body or group, shall notparticipate in, or attempt to influence, decision-making by the body or group withrespect to a matter if the appointee or employee could benefit from the decision or if,as a result of the decision, the interests of the body or group could conflict with theinterests of eHealth Ontario or the Crown.

6.7.4 An appointee or employee described in subsection 6.7.3 shall informthe body or group if the circumstances described in that subsection exist.

Matters That Might Involve the Private Sector

7.1 Interpretation7.1.1 Sections 7.1, 7.2, 7.3, and 7.4 apply to every appointee or employee

who is appointed to, or works in, eHealth Ontario and who routinely works on one ormore matters that might involve the private sector and who has access toconfidential information about the matter obtained during the course of his or herappointment to, or employment or engagement with, eHealth Ontario.

7.1.2 In section 7

“matter that might involve the private sector” means a matter,

(a) that relates to services currently provided by eHealth Ontario withrespect to which it is possible that a private sector entity will provideall or part of the financing for the services or will provide some or allof the services, and

(b) that has been referred to eHealth Ontario by the Executive Council ora member of the Executive Council for review or implementation.

7.2 Duty to Declare Certain Financial Interests7.2.1 When an appointee or employee described in subsection 7.1.1 begins

work on a matter that might involve the private sector, he or she shall make adeclaration to the Conflict of Interest Commissioner in which the appointee oremployee discloses the following matters respecting his or her financial interests:

(a) A legal or beneficial interest of the appointee or employee in securitiesor derivatives of corporations or governments, other than theGovernment of Ontario.

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(b) A legal or beneficial interest of the appointee or employee in abusiness entity or a commercial operation or in the assets of such anentity or operation.

(c) A legal or beneficial interest of the appointee or employee in realproperty.

(d) A legal or beneficial interest of the appointee or employee in a mutualfund that is operated as an investment club where,

i. its shares or units are held by not more than 50 persons and itsindebtedness has never been offered to the public,

ii. it does not pay or give any remuneration for investment advice or inrespect of trades in securities, except normal brokerage fees, and

iii. all of its members are required to make contributions in proportionto the shares or units each holds for the purpose of financing itsoperations.

7.2.2 Despite subsection 7.2.1, the appointee or employee is not required todisclose his or her legal or beneficial interest in any of the following:

(a) A mutual fund within the meaning of subsection 1 (1) of the SecuritiesAct other than a mutual fund described in paragraph (d) of subsection7.2.1 of this Section 7.2.

(b) Fixed-value securities issued or guaranteed by a government or agovernment agency.

(c) A guaranteed investment certificate or similar financial instrumentissued by a financial institution entitled by law to issue suchinstruments.

(d) A registered pension plan, an employee benefit plan, an annuity or lifeinsurance policy or a deferred profit sharing plan.

(e) Real property that the appointee or employee, or a member of his orher family, uses primarily as a residence or for recreational purposes.

7.2.3 The appointee or employee shall disclose the information required bysubsection 7.2.1, with necessary modifications, in respect of his or her spouse anddependent children, but only to the extent that the legal or beneficial interests of thespouse or a child could create a conflict of interest.

7.2.4 For the purpose of subsection 7.2.3, the appointee or employee shallmake reasonable efforts to obtain information about the financial interests describedin subsection (1) of his or her spouse and dependent children.

7.2.5 The appointee or employee shall give the Conflict of InterestCommissioner a revised declaration whenever there is a change in any of theinformation required to be disclosed.

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7.3 Prohibition on Certain Purchases7.3.1 An appointee or employee described in subsection 7.1.1 shall not

purchase, or cause another person to purchase on his or her behalf, a legal orbeneficial interest in an entity that is carrying on, or proposes to carry on, anactivity relating to a matter that might involve the private sector.

7.3.2 Despite subsection 7.3.1, an appointee or employee may purchase aninterest in a mutual fund (within the meaning of subsection 1 (1) of the SecuritiesAct) that includes securities of a person or entity described in subsection 7.3.1 butnot an interest in a mutual fund described in paragraph (d) of subsection 7.3.1 ofthis Policy that includes such securities.

7.3.3 The prohibition described in subsection 7.3.1 ceases to have effect withrespect to the matter,

(a) six months after the date on which the action in respect of the matteris completed; or

(b) six months after the date eHealth Ontario or the Crown ceases towork on the matter.

7.4 List of Positions7.4.1 Under legislation, the government of Ontario is required to maintain a

current list of positions in which public servants, including appointees or employeesof eHealth Ontario routinely work on one or more matters that might involve theprivate sector, as defined in subsection 7.1.2.

RULES FOR FORMER APPOINTEES AND EMPLOYEES

Prohibited Conduct

Application

8.1.1 This section applies to a former appointee and employee who, immediatelybefore he or she cease to be a public servant, worked for eHealth Ontario.

8.1.2 Despite subsection 8.1.1, this section does not apply to a person whoceases to be an appointee or employee before the day on which section 57 of the Actcomes into force.

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8.2 Seeking Preferential Treatment, etc.8.2.1 A former appointee or employee shall not seek preferential treatment

by, or privileged access to, any individual who works in any minister’s office, anyministry, eHealth Ontario or any other public body.

8.3 Disclosing Confidential Information8.3.1 A former appointee or employee shall not disclose confidential

information obtained during the course of his or her appointment to or employmentwith, eHealth Ontario to a person or entity unless the former appointee or employeeis authorized to do so by law or by the Crown.

8.3.2 A former appointee or employee shall not use confidential informationin a business or undertaking.

8.4 Restriction on Lobbying8.4.1 This section applies to a former appointee or employee who held a

designated senior position immediately before ceasing to be a public servant.

8.4.2 For twelve (12) months after ceasing to hold such position, the personshall not lobby any of the following persons on behalf of eHealth Ontario or anotherperson or entity:

(a) Any individual who works in eHealth Ontario or any ministry wherethe person worked during the twelve (12) months before he or sheceased to be a public servant;

(b) The minister of any ministry where the person worked during thetwelve (12) months before he or she ceased to be a public servant; or

(c) Any individual who works in the office of a minister referred to in8.4.2(b).

8.5 Restriction on Employment, etc.8.5.1 This section applies to a former appointee or employee who, at any time

during the 12 months before he or she ceased to be a public servant,

(a) had substantial involvement with a public body or another person orentity; and

(b) had access to confidential information that, if it were to be disclosed tothe public body person or entity, could result in harm to the Crown oreHealth Ontario or could give the public body, person or entity anunfair advantage in relation to one or more third parties.

For 12 months after ceasing to be a public servant, the person shall not acceptemployment with the public body, person or entity or serve as a member of the boardof directors or other governing body of the public body, person or entity.

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8.6 Restriction Regarding Certain Transactions8.6.1 This section applies to a former appointee or employee who, when he

or she was an appointee or employee, advised the Crown or eHealth Ontario about,or was involved in, or assisted with, a particular proceeding, negotiation or othertransaction.

8.6.2 The former appointee or employee shall not advise, be involved in orotherwise assist any public body or any other person or entity in connection with theparticular proceeding, negotiation or other transaction until the Crown or eHealthOntario ceases to be involved in it.

8.6.3 Despite subsection 8.6.2, the former appointee or employee maycontinue to advise or otherwise assist the Crown or eHealth Ontario in connectionwith the particular proceeding, negotiation or other transaction.

RULES FOR THE DISCLOSURE AND RESOLUTION OF THECONFLICT OF INTEREST

Disclosure

9.1 Disclosure Requirement

9.1.1 Every employee must complete and submit a conflict of interest declarationprior to the commencement of his or her employment; and, must complete and submit asupplemental conflict of interest declaration whenever a material change in previouslydeclared information has arisen.

9.1.2 Every appointee must complete and submit a conflict of interest declarationupon his or her appointment; and, complete and submit a supplemental conflict of interestdeclaration upon request of the Chair, at any time, and whenever a material change inpreviously declared information has arisen.

9.2 Ongoing Duty to Disclose9.2.1 Every appointee and employee has a duty to notify his or her Ethics

Executive as soon as possible when a situation arises that involves an actual,potential, or perceived conflict of interest, and to disclose the details of the conflict ofinterest.

9.2.2 The disclosure requirement set out in subsection 9.2.1 exists even ifthe person does not become aware of the actual, potential or perceived conflict ofinterest until after a transaction or other circumstance giving rise to the conflict ofinterest are completed or have passed.

9.3 Questions for Ethics Executive

9.3.1 A current or former appointee or employee may request that his or herEthics Executive provide advice or determine a question about the application of thisPolicy to the current or former appointee or employee.

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9.3.2 A supervisor of an employee may request that his or her EthicsExecutive provide advice or determine a question about the application of this Policyto the employee.

9.4 Review of Allegations of Failure to Comply

9.4.1 Any appointee who has reason to believe that a fellow appointee hasfailed to comply with this Policy may report the matter to his or her EthicsExecutive who will review the matter and contact the appointee about whom theallegation was made and provide direction to that appointee in writing.

9.4.2 Any employee who has reason to believe that an appointee or fellowemployee has failed to comply with this Policy may report the matter to his or herEthics Executive who will review and address the matter in accordance with thisPolicy.

9.4.3 No employee who, in good faith, reports a possible failure of anappointee or employee to comply with this Policy will suffer harassment, retaliationor an adverse employment consequence. An appointee or employee who retaliatesagainst an individual who has reported a failure to comply with this Policy will besubject to discipline up to and including revocation of appointment or termination ofemployment.

9.5 Determinations and Directions9.5.1 The Ethics Executive:

(a) may make such inquiries as he or she considers appropriate inresponse to a request, a notification or where the Ethics Executive hasconcerns that this Policy has been, or is about to be, contravened by acurrent or former appointee or employee;

(b) shall make a determination with respect to any matter that is broughtto the attention of the Ethics Executive or that is the subject ofinquiry;

(c) shall in the case of a determination that there is a conflict of interestor potential conflict of interest, give the current or former appointee oremployee directions, if any, that the Ethics Executive considersappropriate to address the conflict of interest or potential conflict ofinterest; and

(d) if a determination is made that an appointee has contravened thisPolicy, notify the minister in accordance with the Public Service ofOntario Act, 2006

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Board Matters

10.1 Disclosure of Conflicts of Interest at Board Meetings10.1.1 If circumstances arise during a meeting of the Board that present an

actual, potential, or perceived conflict of interest for an appointee, that appointeemust immediately inform their Ethics Executive.

10.1.2 The Ethics Executive may make such inquiries in response to aconflict of interest disclosed at a Board meeting as he or she considers appropriateand may make determinations pursuant to section 9.5 herein with respect to thematter that is brought to his or her attention. The Ethics Executive may also referany matter to or seek the advice of the Conflict of Interest Commissioner pursuantto the provisions of the Public Service of Ontario Act, 2006.

10.1.3 If the appointee has disclosed the conflict to the Ethics Executive, theappointee should make an oral declaration of the advice given by the EthicsExecutive and act accordingly.

10.1.4 If the circumstance involves a previously undisclosed situation, theappointee must recuse him or herself from the matter. The meeting should continueand the appointee must not take part in the discussion of the matter and must beabsent during any discussion of it, including any vote on any question respecting thematter. The appointee must promptly seek the advice of the Ethics Executive inrespect of the situation.

10.2 Appointee’s Concern Regarding Another Appointee’sConflict of Interest

10.2.1 At the start of each Board meeting, the Chair shall ask all appointeesin attendance to make an oral declaration of any actual, potential or perceivedconflict of interest that they may have in respect of that meeting.

10.2.2 At the start of each Board meeting, the Chair should make an oraldeclaration of any appointee’s private interest in the event that an appointee fails todeclare an actual, perceived or potential conflict of interest that is known to theChair.

10.2.3 If an appointee is concerned that another appointee is in an actual,potential, or perceived conflict of interest, the appointee should immediately expresshis or her concern to the other appointees at the Board meeting.

10.3 Recording Conflict of Interest Declarations at BoardMeetings

10.3.1 All declarations of actual, potential, or perceived conflicts of interestmade at a Board meeting must be recorded by the Corporate Secretary and reportedin the minutes of the Board meeting, which shall also record the measures taken toaddress the conflict of interest.

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10.3.2 Committees of the Board

The terms of reference of every committee of the Board shall include arequirement that committee members must declare and address conflicts of interest.

Conflict of Interest Commissioner

11.1 Advice from and Referral to Conflict of InterestCommissioner

11.1.1 If the Ethics Executive considers it appropriate to do so, the EthicsExecutive may seek the advice of the Conflict of Interest Commissioner, to assist theEthics Executive in making a determination.

11.1.2 If the Ethics Executive considers it appropriate to do so, the EthicsExecutive may refer any matter that is brought to the Ethics Executive’s attentionto the Conflict of Interest Commissioner for a determination.

11.1.3 Where an Ethics Executive has referred a matter to the Conflict ofInterest Commissioner, the Commissioner shall inform the Ethics Executive of anydetermination made or direction given by the Commissioner.

Compliance

12.1 Compliance with Direction12.1.1 Every current or former appointee or employee shall comply with a

direction of the Ethics Executive or the Conflict of Interest Commissioner.

12.2 Contravention by Government Appointee12.2.1 If an Ethics Executive or the Conflict of Interest Commissioner makes

a determination that a government appointee has contravened a conflict of interestrule, the Ethics Executive or the Conflict of Interest Commissioner, as the case maybe, shall notify the minister responsible for the body to which the governmentappointee is appointed of the contravention.

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Remedies

13.1 An appointee or employee found to be violating a provision of this Policy maybe subject to disciplinary action up to and including revocation of appointment ortermination.

13.2 eHealth Ontario may restrict its business with any individual or entityrelated to the non-compliance or breach of this Policy. eHealth Ontario may alsobring the non-compliance or breach of this Policy to the attention of the Ministry andthe Ministry of Government Services for consideration as part of the Government ofOntario procurement processes.

13.3 Civil action may be taken against an appointee or employee, as well as anyoutside entity or organization for failure to comply with this Policy.

13.4 The express rights and remedies of eHealth Ontario set out in this Policy arein addition to and shall not limit any other rights and remedies available to eHealthOntario at law or in equity.

Promotion of Ethical Conduct by Ethics Executives

14.1 The Ethics Executives shall,

(a) ensure that all appointees and employees are familiar with this Policy; and

(b) promote ethical conduct by all appointees and employees.

Responsibilities

15.1 Board

The Board is responsible for ensuring that procedures are in place to ensurecompliance with this Policy.

The Board shall also report to the minister responsible for eHealth Ontarioas it considers appropriate on matter relating to conflict of interest.

Every appointee is responsible for complying with this Policy.

15.2 President & CEO

The President & CEO is responsible for:

Overseeing the development and implementation of procedures toensure compliance with this Policy;

Ensuring this Policy is communicated and accessible to all eHealthOntario personnel;

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Carrying out the duties of the Ethics Executive where required;and

Reporting to the Board, as may be required by the Board, oncompliance with the Policy.