Effective: August 6, 1999 (revised September 28, 2012)
Responsibility: Vice-President, Legal Services, General Counsel and Corporate Secretary
The Law Department has sole authority to provide legal services (as defined in the Guidelines and Interpretation appendix below), either directly or through the services of outside legal counsel, which the Law Department will retain, instruct, supervise and manage directly after consultation with management of the relevant Component (as defined in the Guidelines and Interpretation). Legal Services may not be offered by personnel who are not members of the Law Department and Components must refer all requests for Legal Services to the Law Department.
The litigation of any matter, its discontinuance or settlement, will be decided by the Vice-President, Real Estate Services, Legal Services and General Counsel or her delegate in coordination with senior management of the relevant Component. Each Component agrees to make available any staff who may be required to participate in any matter as requested by the Law Department, and to pay the costs (if any) for their participation.
The Corporation will pay lawyer professional fees (i.e. Barreau du Québec, Law Society of Upper Canada) only for members of the Law Department.
All questions pertaining to the interpretation or application of this Policy should be referred to the Vice-President, Real Estate Services, Legal Services and General Counsel.
All Corporate Policies.
Component means any distinct business area/component of the Corporation.
Contracts mean any undertakings, agreements, work order, binding letters of intent, purchase order, contracts, collective agreements, talent agreements or other documents binding the Corporation.
Legal Services means all forms of legal advice and services including the following:
- Drafting of standard form Contracts or clauses (standard form Contracts are ones that have been drafted by or previously approved by the Law Department as a standard form Contract). Other than revisions to business points (ie. price, territory, term), standard form Contracts or clauses should not be modified without the prior approval of the Law Department
- Drafting or review of non-standard Contracts or clauses (non-standard Contracts are ones that have not been drafted by or previously approved by the Law Department). All non-standard Contracts must be approved by the Law Department
- Review and revision of third-party Contracts
- Advice on applicability of standard form Contracts
- Assistance in negotiating collective agreements and talent agreements
- Drafting and legal review of collective agreements and talent agreements
- Advice or issuance of opinions on the Corporation’s rights
- Advice or issuance of opinions on the Corporation’s liability
- Assistance to management in negotiating legal aspects of Contracts
- Conduct or supervise all litigation and arbitration matters
- Advocacy on legal issues and legislative activities
- Research on legal issues and reviews of jurisprudence
- Review of legal aspects of Corporate policies
- Participate in training of employees with respect to legal issues
As part of the legal review of all non-standard Contracts, the Law Department will consider whether such Contracts comply with the Corporation’s policies. The Law Department will not approve a non-standard Contract if it is of the opinion that a Finance and Administration policy has not been ostensibly adhered to. However, responsibility for ensuring compliance with Finance and Administration’s policies lies with Finance and Administration, not the Law Department.
The following process will govern the approval of non-standard Contracts in order to ensure compliance with Finance and Administration’s policies: the Law Department shall review the Contract in the first instance and shall provide Finance and Administration with its opinion and comments as to whether, on the face of it, the file contains sufficient information to conclude that the relevant policies have been adhered to. If the Law Department determines that the Contract is in compliance, it will then give the Contract conditional approval, subject to its final approval by Finance and Administration.
Standard form Contracts drafted by the Law Department will comply with all of the Corporation’s policies, including Finance and Administration’s policies.
Prior to each use, a copy of the most recent version of a standard form Contract must be obtained from the Law Department, as these will be updated from time to time to reflect changes in the law and/or the Corporation’s policies. At a minimum, any standard form Contract used by the Corporation must have been approved by the Law Department within the last five (5) years.
1. Budgets for Outside Legal Counsel and Law Department Disbursements
Each fiscal year the Law Department will receive a budget from the Corporation to pay for the costs of outside legal counsel, travel, disbursements and other out-of-pocket expenses relating to legal services rendered at the request of the Law Department (collectively “Outside Legal Costs”) and Law Department disbursements including but not limited to travel for in-house counsel, disbursements and other out-of-pocket expenses (collectively “Law Department Disbursements”) based on historic use and projected costs. Although the budget for Outside Legal Costs will be agreed between the Law Department and the Corporation, ultimate responsibility for such Outside Legal Costs remains the responsibility of the individual Components and will be allocated accordingly by the Law Department with the concurrence of each Component based on the historic and anticipated needs of such Component. Any change to a Component’s budget will be identified in a letter from the Vice-President, Real Estate Services, Legal Services and General Counsel to that Component. However, corporate-wide issues or issues of major importance may be paid for by Head Office. Corporate-wide issues are issues which have no specific Component within the Corporation responsible for the issue, have corporate-wide implications, or are accepted as such by the President and CEO, and for which a budget can be identified.
Senior management of the Component will receive a monthly report showing its Outside Legal Costs and Law Department Disbursements. The report shall set out the matter(s) to which the work relates, the law firm retained, invoice date and number, and the amount (including disbursements) invoiced.
Deficit and surplus
The Law Department will use reasonable efforts to inform senior management of a Component if the Outside Legal Costs and Law Department Disbursements are anticipated to exceed the Component’s allocated budget as indicated above. In the event a Component exceeds its allocated budget, the Law Department will first seek to off-set the Component’s deficit against its total budget for Outside Legal Costs and Law Department Disbursements allocated from all Components, provided the total of all Components does not exceed the total budget agreed between the Law Department and the Corporation. If the total budget is exceeded, those Components who have exceeded their allocated amounts will be charged pro rata for such costs exceeding the budget for Outside Legal Costs and Law Department Disbursements.
If General Counsel’s budget for Outside Legal Costs and Law Department Disbursements is in surplus at year-end, the surplus will be forwarded to Corporate finance to be dealt with pursuant to the relevant corporate rules.
2. Contingent liabilities
Components are responsible for establishing, in coordination with the Law Department, appropriate provisions for contingent liabilities. Except for Corporate-wide issues as defined above which shall be payable out of Head Office funds or funds specifically allocated to the Law Department, Components will be responsible for the payment of any settlement or judgment against that Component. In the same fashion, the benefit of any settlement or judgment shall accrue to the Component that funded the legal costs of the matter in question.
3. Circumstances for applying policy
Any request for Legal Services are governed by this policy unless otherwise agreed in writing by the Vice-President, Real Estate Services, Legal Services and General Counsel.