The Ontario Superior Court, in Toronto, in 2022.Christopher Katsarov/The Canadian Press
The Law Society of Ontario’s board of directors has released a copy of a report on how its recently ousted chief executive officer, Diana Miles, received a 50-per-cent pay increase without board approval, revealing for the first time a fuller picture of an internal controversy that has rocked the profession.
The law society’s board members, who are also known as benchers, voted to fire Ms. Miles within hours of reading the report earlier this month. Current treasurer Peter Wardle had revealed almost nothing about its contents and previously pushed back against calls to publish a sanitized version.
Previous stories on the matter in The Globe and Mail and other media have been based on information from whistle-blowers.
On Thursday evening, the board approved a motion, which was viewed by The Globe, that called for the release of 67 pages of the document, except for the names and pronouns of current law society staff.
The law society posted the report online Thursday night.
The report, which was prepared by former associate chief justice of Ontario Dennis O’Connor, raises questions about the conduct of both Ms. Miles and former law society treasurer Jacqueline Horvat, who is now a judge. (The treasurer acts as the chair of the board.)
Ms. Horvat approved the pay boost unilaterally, without bringing the issue to the board for a vote. She did raise the matter with the law society’s compensation committee, but Mr. O’Connor found this was not the correct process.
Mr. O’Connor notes in the report that the matter of Ms. Miles’s pay had been contentious, and that there had been concern expressed in the past that the board would not approve a raise.
Throughout the document, Mr. O’Connor details instances in which issues relating to Ms. Miles’s pay and contract had been put to the board in the past.
He writes that there were “ample red flags” that should have alerted Ms. Miles to the fact that her raise needed to be approved. The report says that as the chief executive she should have known this.
Mr. O’Connor’s investigation also highlights many instances in which Ms. Horvat was questioned about her decision to unilaterally approve Ms. Miles’s raise. Among those who expressed reticence were some members of the compensation committee. In an interview with Mr. O’Connor, Ms. Horvat said she was relying on the advice of staff. But staff members told Mr. O’Connor that they were not “emphatic or definitive” in their assessment that a raise could be signed off without board approval.
The report details a number of moments in which Ms. Horvat was involved in matters of Ms. Miles’s compensation going to Convocation, as well as an instance in which she was cautioned on the limitations of her authority.
In 2022, Ms. Horvat became treasurer. Once in the role, Ms. Horvat asked the law society’s external counsel, Dolores Barbini, an employment lawyer at Hicks Morley LLP, a question about making changes to the timing of Ms. Miles’s bonus review without getting the board’s approval.
Ms. Barbini had concerns. “In thinking more about this issue however, there does appear to be a potential issue regarding authority,” the report quotes her as writing on Jan. 23, 2023. “In other words, I would not want any bencher to be able to argue that you were lacking authority to effect this change on your own. Is that something you would like us to consider?”
Ms. Horvat replied: “Good morning – yes, that is something that I would like you to consider. Let me know if you want to discuss or whether you need anything from me. There is a ‘compensation committee’ so one route that I considered was calling that group together to approve the decision.”
Ms. Horvat and Ms. Miles have both declined to comment.