Corporate Governance

The legislative authority of the Corporation is set out in the Ontario Lottery and Gaming Corporation Act, 1999. Classified as an Operational Enterprise, OLG has a single shareholder, the Government of Ontario, and reports through its Board of Directors to the Minister of Finance. Members of the Board of Directors and its Chair are appointed by the Lieutenant Governor in Council. Neither the Chair nor members of the Board are full-time, nor are they members of Management.

Board Mandate

The Board of Directors establishes policies for the Corporation and counsels the President and CEO and senior executives, who oversee the Corporation's business operations. The Board's mandate is to direct Management's focus to optimizing the Corporation's overall performance and increasing shareholder value by executing its various responsibilities, which include:

  • establishing a well-defined strategic planning process, setting strategic direction
  • approving the annual business plan as well as operating and capital budgets
  • defining and assessing business risks
  • reviewing the adequacy and effectiveness of internal controls in managing risks
  • appraising the performance of the President and Chief Executive Officer
  • overseeing a code of conduct to ensure the highest standards in dealing with customers, suppliers and staff, with due regard to ethical values and the interests of the community at large in all corporate endeavours
  • tracking the overall performance of the Corporation
  • remaining informed and provide input, as required, concerning communications with the Government of Ontario and stakeholders
  • ensuring compliance with key policies, laws and regulations.

Board Committees

The OLG Board of Directors operates through three permanent working committees.

Governance and Human Resources Committee

The Governance and Human Resources Committee (the "Committee") assists the board in developing and monitoring governance policies and practices. It helps identify policy areas for review and presents recommendations to the board for consideration in order that the board may ensure the Corporation's adherence to the highest standards in corporate governance. The Committee also identifies individuals qualified to become directors, consistent with core competencies approved by the board. In addition, the Committee helps ensure that the Corporation has sufficient organizational strength at the senior management level to achieve its short- and long-term goals. This committee also recommends, for board approval, the compensation and benefit plans for senior management.

Audit and Risk Management Committee

The primary function of the Audit and Risk Management Committee (the "Committee") is to assist the board in fulfilling its oversight responsibilities by reviewing and monitoring the Corporation's financial statements, internal controls over financial reporting, capital expenditure program and enterprise risk management program as well as compliance systems that have been established. In addition, the Committee assists the board by inquiring into and overseeing the financial matters of the Corporation. It reviews the budget framework, policies and procedures; oversees and contributes to the development of the annual budget and projections; and reviews financial performance.

Social Responsibility Committee

The Social Responsibility Committee assists the board to ensure that the Corporation conducts its business in a socially responsible manner. It inquires into and oversees such areas as responsible gambling, game integrity and Smart Serve food and beverage service. It reviews, in particular, the design and implementation of Internet gaming and other new game offerings, with a particular focus on preventing underage and problem gambling.