Item - 2019.RA1.6

The Board of Directors of CreateTO received the letter (March 15, 2018) from the Integrity Commissioner for information.

I write to bring your attention to recent changes to the Code of Conduct for members of Toronto boards. The updated Code, which is called the "Code of Conduct for Members of Local Boards (Restricted Definition)", is attached. I would appreciate it if you could provide this letter and the new Code of Conduct to all members of the board that you chair and that this item be included on your upcoming board meeting agenda for consideration.

There are three main changes that all board members should be aware of:

- Doing Business with the Board. Article IX of the Code of Conduct has been amended to prohibit board members from personally or directly providing goods or services to the board for payment. This is a significant change, and I acknowledge some time will be required to allow members who are currently providing the board with goods or services to transition into compliance with the new obligation. I have issued an interpretation bulletin to assist with the transition, which is also attached.

- Outside Activities. New Article X.1 of the Code of Conduct stipulates that a member of the Board of Management cannot hold a senior position (director or executive) with an organization whose objectives or mandate are in conflict with the board.

- Confidential Information. Article V of the Code of Conduct has been amended to clarify the meaning of "confidential information", and to provide greater clarity about board members' obligations to avoid disclosing or using such information. These changes to Article V are clarifying in nature and should not impact any board operations.

There were additionally a number of housekeeping amendments to the Code of Conduct that in my opinion should not significantly impact board members' activities.

I remain available to you and all board members to provide education and advice.