ullToronto Yale opto sar Office of the Integrity Commissioner $75 Unhoaty verve, Sit 202 Tot Nee ease }Btoronto.ca Hetemnansre November 28, 2014 IVATE_ AND CONFIDENTIAL John Tory Mayor-Elect City of Toronto 100 Queen Street West Toronto, ON MSH 2N2 Dear Mr. Tory, This letter first sets out my understanding of certain steps you plan to take to deal with possible issues under the Municipal Conflict of Interest Act “MCIA") and the Code of Conduct for Members of Council (the "Code of Conduct’) which you have identified to me. I then provide my advice with respect to these steps and identify other steps you may wish to take. Jurisdiction of the Integrity Commissioner | am able to provide members of council with binding advice relating to meeting the standards in the Code of Conduct but not in relation to compliance with the MCIA. Asa result, itis routine for members of council to retain legal counsel for advice in relation to the latter. In general, the MCIA addresses a member of counci's obligations in relation to decisions of council and local boards. The Code of Conduct deals with everything else. It is my view that despite the disjointed statutory reality, when possible, advice from both regimes can together form a comprehensive approach for the member of council to govern his or her conduct. Issues Identified and Steps Planned to Address These You retained outside counsel to assist you with understanding your obligations and based on their advice you have identified three interests that could pose issues under the MCIA or the Code of Conduct. You have decided to take certain actions to address these issues. These interests and the steps you propose, as | understand them, are set ‘out below. Issue 1 — Your son Your eldest son, John A.D. Tory is the Chief Executive Officer of Private Air Inc. In this capacity, John A.D. Tory is engaged in lobbying various public office holders at the City of Toronto in relation to the Billy Bishop Toronto City Aigport.To address this issue you have advised that you will (1) prior to taking office publicly declare this interest and the steps you will take; (2) in the future, formally declare an interest and recuse yourself from any consideration by City Council or a local board of the "proposal to permit jet service at Billy Bishop Toronto City Airport.” Issue 2 Your spouse Your spouse, Barbara Hackett is President of Stratheden Homes Limited, a business that designs and renovates residential property, You hold shares in the company and are a director. At present, you are not aware of any matters between Stratheden Homes Limited and the City of Toronto although you acknowledge that itis possible that such matters could arise in the future. To address this issue you have advised that you will (1) prior to taking office publicly declare this interest and the steps you will take; (2) in the future, formally dectare an interest and recuse yourself from any consideration by City Council or a local board of “a matter involving property owned by Stratheden Homes Limited other than an interest in common with electors generally.” Issue 3 — Personal and Moral Obligation to the Late Ted Rogers and the Rogers Family You have involvement in certain companies, trusts or other entities that are owned or controlled by, or for the benefit of, the Rogers family (the Rogers entities). At present, you are a director of Rogers Communications inc. (RCI) (a publicly-traded company), a trustee (and in certain circumstances could also become a beneficiary) of various Rogers family-related trusts, a member of the Advisory Committee for the Rogers Control Trust, and a member of the board for certain private companies within the Rogers family structure. You will resign as a director of the board for RCI but you will maintain the other positions. | understand that you have decided to maintain the non- FCI positions because of 3 personal commitment you made to the late Ted Rogers and the Rogers family. Rogers has several interests with the City of Toronto. To address your ongoing interest in the Rogers entities you have advised that you will (1) prior to taking office publicly declare your status and interest in the Rogers entities and the steps you will take; (2) in the future, formally declare an interest and recuse yourself from any consideration by Council or a local board of matters involving the Rogers entities; and, (3) due to the complexity of the Rogers entities, establish a framework that involves staff in your office, your external counsel and information and assistance from the Rogers entities to accurately identify matters that impact the interests of the Rogers entities. Boards ‘Subject to two exceptions you have disclosed to me (the Rogers entities and Stratheden Homes), you have, or intend to, resign all of your active board memberships in profit or not-for-profit entities so that you can dedicate yourself to the role of Mayor. As | understand, you have elected to resign from the boards of Rogers Communications Inc., Metro Inc., and the Greater Toronto Marketing Alliance.Philanthropic organizations As | also understand it, due to your philanthropic work in the past, there may be several ‘not-for profit organizations for which you have been named as an honourary member or patron. Some of these designations are intended to be permanent as a recognition for your prior past involvement. You have explained that to the best of your knowledge, you hold no official office and perform no duty or function in relation to any of these entities. Analysis and Advice In relation to the types of issues that you have disclosed to me (the totality of which are described ’above), | have considered the application of Articles V (confidential information), VI (use of city property, services and other resources) and Vill (improper use of influence) of the Code of Conduct which are attached for ease of reference. The focus of my advice is your conduct and influence outside of council and local board meetings. This includes interactions you may have with members of the Toronto Public Service about the matters set out above. have reviewed your planned steps and provide you with the following additional recommendations to assist you in meeting the very high standards set for you in the Code of Conduct. 1. Establish a proactive framework within your office to screen you from confidential information and matters involving the proposal to permit jet service at Billy Bishop Toronto City Airport, Stratheden Homes and the Rogers entities. This screen will assist you in meeting your commitment to declare an interest and refrain from voting at meetings of Council and local boards on these three matters. In addition, this screen will ensure that you do not have access to confidential information or become involved with matters outside of council or local board deliberations in your capacity as Mayor in relation to these three interests. This means that you will not be lobbied by any person in relation to the proposal to permit jet service at Billy Bishop City Airport, Stratheden Homes or the Rogers entities, including RCI. ‘These steps are necessary to help you meet the standards set out in article Vill (improper use of influence) in the Code of Conduct. 2. Establish a proactive framework within your office to screen you, on a preliminary basis, from all matters involving Billy Bishop Toronto City Airport. This scope Is broader than referenced in paragraph 1, immediately above. The purpose of this ‘screen is to allow you to obtain prior advice from me and/or your counsel about any matters that involve Billy Bishop Toronto City Airport but that do not relate to. the permit issue. With the benefit of the full facts in each particular case, you ‘should seek specific advice from me and possibly your counsel about whether you can become involved in a matter while meeting the standards set out in article Vill of the Code. To be clear, | have recommended this screen as a precautionary measure and I have not determined that you must not be involved4 ‘on all matters that relate to the Billy Bishop Toronto City Airport. Rather, due to your son's interest this is an area in which you should act with caution. 3. Until December 31, 2015, establish a proactive framework within your office to ‘screen you, on a preliminary basis, from all matters relating to any entity for which you were an employee, a director, an officer or held a fiduciary duty to after January 1, 2014. The purpose of the screen is to allow you to obtain prior advice from me and possibly your counsel about matters that involve entities to which you owed fiduciary duties. With the benefit of the full facts in each particular case, | will provide you with specific advice about whether you can become involved in a matter while meeting standard VIII of the Code of Conduct {improper use of influence). 4, As described above, you intend to maintain official roles in relation to Stratheden Homes and the Rogers Family Structure. In order to meet the standard set out in Article VI (use of City property) you must be vigilant to ensure that when carrying out your duties in relation to these external entities you do not use City property or facilities, including use of staff, to carry out your duties in relation to these entities. | would be pleased to discuss specific measures that can be taken to address this recommendation. 5. With respect to non-profit entities for which you may remain an honourary patron, tis my advice that you use best efforts to communicate with these such groups to remind them that references to you should remain in your personal capacity and not be associated with your new role as Mayor. | understand from our conversation that you are aware that when you are Mayor your ability to engage in fundraising will be limited. Further areas for discussion | would be pleased to work with you and your staff to establish the screening mechanisms described above. We may wish to revisit these recommendations periodically to ensure that they are achieving the objectives in a practical and efficient way. Your spouse may also wish to consider setting up a meeting with myself and the Lobbyist Registrar in order to ensure that none of her activities are considered lobbying. During our meeting we talked in general terms about article IV (gifts and benefits) of the ‘Code of Conduct. | wish only to acknowledge that we have started our conversation in elation to this issue and | would be pleased to provide you with specific advice about any invitations or gifts that you may receive in your capacity as Mayor.5 | trust that this advice is of assistance to you. | am always available to provide clarification or to answer any other questions you may have. Ble n Integrity Commissioner City of Toronto Vuh Attachment: 1. Articles V, VI and VIII of the Code of Conduct for Members of CouncilCODE OF CONDUCT FOR MEMBERS OF COUNCIL CITY OF TORONTO V. CONFIDENTIAL INFORMATION ‘Confidential information includes information in the possession of, or received in confidence by the City that the City is either prohibited from disclosing, or is required to refuse to disclose, under the Municipal Freedom of Information and Protection of Privacy Act (often referred to as “MFIPPA"), or other legislation. Generally, the Municipal Freedom of Information and Protection of Privacy Act restricts or prohibits disclosure of information received In confidence from third parties of a corporate, commercial, scientific or technical nature, information that is personal, and information that is subject to solicitor-client privilege. 5 The City of Toronto Act, 2006 atlows information that concerns personnel, labour relations, litigation, property acquisitions, the security of the property of the City or a local board, and matters authorized in other legislation, to remain confidential. For the purposes of the Code of Conduct, “confidential information” also includes this type of information. No member shall disclose or release by any means to any member of the public, any confidential information acquired by virtue of thelr office, in either oral cr written form, except when required by law or authorized by Council to do so. Nor shall members use confidential information for personal or private gain, or for the gain of relatives or any person of corporation. As one example, no member should directly or indirectly benefit, or aid others to benefit, from knowledge respecting bidding on the sale of City property or assets. Under the Procedures By-law (passed under section 189 of the City of Toronto Act, 2006), a matter that has been discussed at an in-camera (closed) meeting remains confidential. No member shall disclose the content of any such matter, or the substance of deliberations, of the in-camera meeting until the Council or committes discusses the information at a meeting that Is open to the public or releases the information to the public. The following are examples of the types of information that a member cf Council must keep confidential: items under litigation, negotiation, or personnel matters; information that infringes on the rights of others (e.9., sources of complaints where the identity of a complainant is given in confidence); * price schedules in contract tender or Request For Proposal submissions if so specified; * information deemed to be “personal information” under the Municipal Freedom * of Information and Protection of Privacy Act; and * statistical data required by law not to be released (e.g. certain census or assessment data),Members of Council should not access or attempt to gain access to confidential information in the custody of the City unless it is necessary for the performance of their duties and not prohibited by Council policy. VI. USE OF CITY PROPERTY, SERVICES AND OTHER RESOURCES No member of Council should use, or permit the use of City land, facilities, equipment, supplies, services, staff or other resources (for example, City-owned materials, websites, Council transportation delivery services and member of Council expense budgets) for activities other than the business of the Corporation. Nor should any ‘member obtain personal financial gain from the use or sale of City-developed Intellectual property (for example, inventions, creative writings and drawings), computer programs, technical innovations, or other items capable of being patented, since all ‘such property remains exclusively that of the City. VI. IMPROPER USE OF INFLUENCE No member of Council shall use the influence of her or his office for any purpose other than for the exercise of her or his official duties. Examples of prohibited conduct are the use of one’s status as a member of Council to improperly influence the decision of another person to the private advantage of oneself, or one’s parents, children or spouse, staff members, friends, or associates, business or otherwise. This would include attempts to secure preferential treaiment beyond activities in which members normally engage on behalf of their constituents as part of their official duties. Also prohibited is the holding out of the prospect or promise of future advantage through a member's supposed influence within Council in return for Present actions or inaction. For the purposes of this provision, “private advantage" does not include a matter: (a) that is of general application; (b) that affects a member of Council, his or her parents, children or spouse, staff members, friends, or associates, business or otherwise as one of a broad class of persons; or (c) that concerns the remuneration or benefits of a member of Council