CENTRALIZED SUPPLY CHAIN ONTARIO

CONTENTS Interpretation 1. Interpretation Centralized Supply Chain Ontario 2. Corporation established 3. Objects and duties 4. Powers 5. Crown agent Governance 6. Board of directors 7. Board meetings 8. By-laws 9. Chief executive officer 10. Employees 11. Protection from personal liability 12. Application of certain Acts Finances 13. Assets and revenue not part of Consolidated Revenue Fund 14. Financial records, etc. 15. Fiscal year 16. Audit 17. Fees and proprietary charges Policies and Directives 18. Policies and directives by Minister Winding Up the Corporation 19. Winding up the Corporation Supply Chain Management 20. Supply chain management Reporting 21. Reporting Interpretation Interpretation 1. In this Regulation, “board” means the board of directors of the Corporation; (“conseil”) “Corporation” means Centralized Supply Chain Ontario established under section 2. (“Société”) Centralized Supply Chain Ontario Corporation established 2. (1) A corporation without share capital is established under the name Centralized Supply Chain Ontario in English and Gestion centralisée de la chaîne d'approvisionnement Ontario in French. (2) The Corporation is composed of the members of its board. (3) A person ceases to be a member of the Corporation when the person ceases to be a director. Objects and duties 3. (1) The Corporation’s objects and duties are to, (a) provide and support supply chain management on behalf of government entities, broader public sector entities and health sector entities; and (b) collect supply chain management and vendor performance data from government entities, broader public sector entities and health sector entities. (2) The Corporation has the additional object of providing and supporting supply chain management in respect of personal protective equipment on behalf of entities other than government entities, broader public sector entities and health sector entities. Powers 4. (1) Except as limited by this Regulation and by section 11.0.1 of the Ministry of Infrastructure Act, 2011, the Corporation has the capacity, rights, powers and privileges of a natural person for carrying out its objects and duties. O. Reg. 612/20, s. 4 (1); O. Reg. 214/25, s. 1 (1). (2) The Corporation shall carry out its operations without the purpose of gain and shall not use its revenue, including all money or assets it receives by grant, contribution or otherwise, for any purpose other than to further its objects and duties. O. Reg. 612/20, s. 4 (2). (2.1) Subsection (1) permits the Corporation to, (a) engage directly with vendors of a government entity, broader public sector entity or health sector entity for the purpose of providing or supporting supply chain management on behalf of the government entity, broader public sector entity or health sector entity; and (b) request information from vendors for the purpose of carrying out the Corporation’s objects and duties. O. Reg. 378/22, s. 1. Approval (3) The Corporation shall not exercise the following powers without the approval of the Lieutenant Governor in Council: 1. Revoked: O. Reg. 214/25, s. 1 (2). 2. Borrow or lend money. 3. Revoked: O. Reg. 134/23, s. 1. 4. Pledge the assets of the Corporation. 5. Create any subsidiary or hold investments in other organizations, other than short-term investments of monies that are not immediately needed for the purposes of the Corporation. O. Reg. 612/20, s. 4 (3); O. Reg. 134/23, s. 1; O. Reg. 214/25, s. 1 (2). Crown agent 5. The Corporation is an agent of the Crown in right of Ontario for all purposes. Governance Board of directors 6. (1) The Corporation shall consist of not more than 13 members appointed by the Lieutenant Governor in Council who shall form the board of directors of the Corporation. (2) Subject to subsection (6), the Lieutenant Governor in Council shall designate a chair and a vice-chair from among the members of the board. (3) The chair shall preside over the meetings of the board. (4) If the chair is absent or otherwise unable to act or if the office is vacant, a vice-chair has all the powers and shall perform the duties of the chair. (5) In the absence of the chair and the vice-chair, a director that the board designates shall act as the chair. (6) If the Lieutenant Governor in Council has not designated a chair or a vice-chair, the members of the board may select a chair or vice-chair from among their members to hold office as provided for by by-law, until such time as the Lieutenant Governor in Council makes a designation. (7) The members of the board shall receive the remuneration and reimbursement for reasonable expenses as the Lieutenant Governor in Council determines. (8) A member of the board may serve the Corporation in another capacity but shall not receive any remuneration or reimbursement from the Corporation other than the remuneration or reimbursement provided under subsection (7). (9) Subject to this Regulation, the board of the Corporation shall manage or supervise the management of the activities and affairs of the Corporation. Board meetings 7. (1) The board of the Corporation shall meet regularly throughout the year and in any event shall hold at least four meetings in each calendar year. (2) A majority of the members constitutes a quorum of the board. (3) The Corporation shall provide the Minister with, (a) reasonable notice of any meeting of the board; (b) the agenda for that meeting; and (c) any material that is to be considered at that meeting. By-laws 8. (1) Subject to subsections (3) to (5), the board may pass by-laws and resolutions regulating its proceedings and generally for the conduct and management of the affairs of the Corporation. (2) Without limiting the generality of subsection (1), the board may pass by-laws and resolutions to, (a) appoint officers and assign to them such powers and duties as the board considers appropriate; (b) establish committees of the board and delegate powers and duties to such committees; and (c) effect the orderly transaction of the business of the Corporation. (3) Before passing or amending a by-law, the board shall notify the Minister of the proposed by-law or amendment. (4) The Minister may require the board to submit a proposed by-law or amendment to a by-law to the Minister for approval before making them and, if so, the board shall not make the by-law or amendment until the Minister approves them. (5) The Minister may require the board to submit a by-law or amendment to a by-law that has been passed by the board to the Minister for approval and if so, (a) the by-law or amendment ceases to be effective from the time that the Minister imposes the requirement until the Minister approves the by-law or amendment; (b) anything that the board has done in compliance with the by-law or amendment concerned before the Minister imposes the requirement is valid; and (c) the board may do anything that, before the Minister imposes the requirement, it has agreed to do. Chief executive officer 9. (1) The Corporation shall appoint an individual to serve as the Corporation’s chief executive officer. (2) The chief executive officer is responsible for the management and administration of the affairs of the Corporation, subject to the supervision and direction of its board. (3) The chief executive officer shall not be a member of the board of the Corporation. Employees 10. (1) The Corporation may employ or otherwise engage persons as it considers necessary for the proper conduct of the business of the Corporation. (2) Employees of the Corporation shall not be appointed under Part III of the Public Service of Ontario Act, 2006 and are not employees of the Crown for any purpose. (3) The Corporation may enter into agreements with any minister of the Crown or chair of a Crown agency for the provision of services to the Corporation by employees of the Crown or employees of the Crown agency, as the case may be. Protection from personal liability 11. (1) No action or other civil proceeding, including any arbitral, administrative or court proceeding, may be commenced against a current or former member, director, officer, employee or agent of the Corporation for, (a) any act done in good faith in the exercise or performance or intended exercise or performance of a power or duty under the Act or the regulations; or (b) any neglect or default in the exercise or performance in good faith of such a power or duty. (2) For greater certainty, subsection (1) does not relieve the Corporation of liability to which it would otherwise be subject. Application of certain Acts 12. (1) Section 132 (disclosure: conflict of interest), subsection 134 (1) (standards of care, etc., of directors, etc.) and section 136 (indemnification) of the Business Corporations Act apply, with necessary modifications, to the Corporation and its directors. O. Reg. 612/20, s. 12 (1). (2) The Not-For-Profit Corporations Act, 2010 and the Corporations Information Act do not apply to the Corporation. O. Reg. 612/20, s. 12 (2), 22. (3) The Charities Accounting Act does not apply to the Corporation, except in respect of property held in trust for specified charitable purposes. O. Reg. 612/20, s. 12 (3). Finances Assets and revenue not part of Consolidated Revenue Fund 13. Despite Part I of the Financial Administration Act, the revenue and assets of the Corporation do not form part of the Consolidated Revenue Fund. Financial records, etc. 14. (1) The Corporation shall maintain financial records for the Corporation and shall establish financial, management and information systems that will enable the Corporation to prepare financial statements in accordance with generally accepted accounting principles. (2) Upon the request of the Minister, the Corporation shall promptly make their financial records available for inspection. Fiscal year 15. The Corporation’s fiscal year begins on April 1 in each year and ends on March 31 in the following year. Audit 16. (1) The board shall appoint one or more licensed public accountants to audit the accounts and financial transactions of the Corporation and its subsidiaries for the previous fiscal year. (2) The Auditor General may also audit the accounts and financial transactions of the Corporation or any of its subsidiaries for any fiscal year. (3) The Minister may at any time appoint a licensed public accountant, other than the person appointed under subsection (1), to audit the accounts and financial transactions of the Corporation or any of its subsidiaries for any period of time that the Minister specifies. (4) If the Minister requires that an audit of the Corporation be conducted under subsection (3), the Corporation shall co-operate fully with the person performing the audit to facilitate the audit. Fees and proprietary charges 17. Subject to the approval of the Minister, the Corporation may require the payment of a fee or proprietary charge for providing or supporting supply chain management that may include any costs the Corporation incurred in providing or supporting the supply chain management. Policies and Directives Policies and directives by Minister 18. (1) The Minister may issue policies and directives in writing to the board of the Corporation on matters relating to the exercise of its powers or duties. (2) The board shall, through the Corporation, ensure that the policies and directives issued to the Corporation by the Minister are implemented promptly and efficiently. Winding Up the Corporation Winding up the Corporation 19. If the Minister considers it to be in the public interest to wind up the affairs of the Corporation, he or she may do all things necessary to accomplish that, including dealing with the assets of the Corporation by, (a) liquidating or selling the assets and paying the proceeds into the Consolidated Revenue Fund; or (b) transferring the assets to the Crown or another agency of the Crown. Supply Chain Management Supply chain management 20. (1) The Corporation may provide notice to a government entity, a broader public sector entity or a health sector entity stating that the Corporation will provide or support supply chain management, as specified in the notice, on behalf of the entity beginning on a specified date. (2) A government entity, broader public sector entity or health sector entity that receives a notice described in subsection (1) shall obtain the supply chain management specified in the notice from the Corporation on and after the date specified in the notice. (3) The Corporation may revoke all or some of its provision or support of supply chain management by sending notice to the affected government entity, broader public sector entity or health sector entity stating the day on which the supply chain management will no longer be provided or supported. Reporting Reporting 21. (1) Upon request, a government entity, broader public sector entity or health sector entity shall provide the following information to the Corporation: 1. Current inventories of any goods and future inventory requirements. 2. Current and future procurement activities. 3. Supply chain opportunities, contingencies and constraints. 4. Information about contracts related to the procurement of goods or services. 5. Any other information related to supply chain management or vendor performance that the Corporation specifies. (2) The reporting required under subsection (1) shall comply with any specifications by the Corporation as to their form, content or timing. 22. Omitted (provides for amendments to this Regulation). 23. Omitted (provides for coming into force of provisions of this Regulation).