Robyn Doolittle’s article on the LSO scandal appeared today, March 10, 2025 based on leaked information regarding the O’Connor Report.

My summary – I could be wrong

One of the current Benchers may have acted as Diana Miles’ personal lawyer in 2018 and negotiated her salary at that point. Then in 2024, she and two other Benchers on the Compensation Committee recommended to the Treasurer the million dollar increase. The new Treasurer was given the information about this when he took office but was too busy to notice until November, when he immediately informed the Benchers.

Robyn Doolittle – Globe and Mail – March 10, 2025

Law Society of Ontario faces calls to release report into recently ousted CEO’s pay increase – The Globe and Mail

https://www.theglobeandmail.com/business/article-law-society-of-ontario-faces-calls-to-release-report-into-recently/

Pressure is mounting on the Law Society of Ontario to release a confidential report into how its recently ousted CEO Diana Miles received a more than 50-per-cent salary increase – bringing her pay to nearly $1-million – without the knowledge of the regulator’s board.

The report was prepared by former associate chief justice of Ontario Dennis O’Connor. Part of his probe involved examining the actions of then-treasurer Jacqueline Horvat, who is now a judge. (At the law society, the treasurer acts as the chair of the board, known as the Convocation.)

Hours after the society’s board members – who are called benchers – read the report last week, they voted to terminate Ms. Miles, three sources with knowledge of the situation confirmed. The Globe and Mail is not naming the sources as they are not authorized to speak publicly about the events.

Ms. Miles did not respond to a request for comment.

The law society has so far refused to provide any details about Mr. O’Connor’s findings. In a statement to The Globe on Monday, current treasurer Peter Wardle said the report is a legal opinion that relates to employee performance and employment relationships, which are confidential matters.

“In determining not to release the opinion, Convocation has balanced the interest in transparency as a public institution against the highly sensitive nature of the discussion in the opinion about specific employees of the Law Society,” Mr. Wardle said. He confirmed that the regulator has briefed Ontario’s Attorney-General on Mr. O’Connor’s findings.

For former bencher Jared Brown, the lack of transparency has the air of a cover-up, and the board should immediately release the report in the interest of transparency.

“Unfortunately, a large group of benchers at the law society are seeing their duties as those of a corporate board, where you want to defend the reputation of the corporation,” he said, adding that the law society is a regulator. “They have a duty to the public here, to let them know what happened and how this governance failure came about.”

While the law society has declined to provide information about Mr. O’Connor’s findings, The Globe has interviewed six individuals with knowledge of events to create a timeline of what transpired.

The process that resulted in Ms. Miles’s base salary skyrocketing from $595,000 to $936,800 began in December 2023, when then-treasurer Ms. Horvat asked the compensation committee to consider whether Ms. Miles should receive a salary increase. It was a contentious issue as some on the board already felt she was being overpaid. Ms. Horvat retained consulting firm Arthur J. Gallagher & Co. to prepare a market review analysis.

That analysis, which has been viewed by The Globe, concluded that Ms. Miles was being significantly underpaid, given market comparators and the fact that the CEO role was to be “transformational.” In reaching its conclusion, Gallagher compared the law society to entities with $400-million to $1-billion in annual revenue.

Ontario’s legal regulator has about $100-million in annual revenue, collected from the mandatory dues of its members – more than 57,000 lawyers and 10,000 paralegals. To the confusion of benchers, Gallagher also factored in the revenues of LawPro, which insures Ontario lawyers. LawPro was incorporated by the law society three decades ago, but it operates independently from the regulator with its own executive and board of directors. Ms. Miles is listed as a board member.

Gallagher recommended increasing Ms. Miles’s salary to a range of $749,400 to $1,124,100 while also eliminating her performance bonus. The compensation committee – which was chaired by Ms. Horvat and included benchers Sarah Letersky, Sid Troister and Megan Shortreed – voted unanimously in favour of the recommendations.

Some benchers have raised concerns internally that Ms. Shortreed – before she was elected as a bencher – represented Ms. Miles in her 2018 compensation negotiations with the law society.

Ms. Shortreed would not confirm whether she acted for Ms. Miles in 2018, but said in a statement: “In the six years I’ve served as a Bencher, I have never had any undisclosed personal or pecuniary interest putting me in conflict with my fiduciary duties to the Society. I have always acted in accordance with the Bencher Code of Conduct, including such disclosures as are required by the code.” (One source said that Ms. Shortreed had disclosed her previous work for Ms. Miles on multiple occasions.)

Ms. Miles’s employment agreement was amended in June. At the end of July, it was announced that Ms. Horvat had been appointed to the Superior Court of Justice of Ontario, which led to Mr. Wardle becoming treasurer.

According to a source, concerns about Ms. Miles’s raise were brought to his attention in November and he immediately informed the board. That the CEO’s pay had increased was information that had been available to Mr. Wardle earlier, but he was new to the job, busy catching up on numerous serious files, and he didn’t immediately clock its significance. As soon as it was flagged, he took action.

Mr. Wardle asked consultant Towers Watson Canada – an industry leader on compensation issues – to look at the Gallagher report. In a memo prepared for the benchers, which was viewed by The Globe, Towers Watson questioned the use of for-profit organizations as appropriate comparators.

“We are concerned that the market data have been over interpreted and therefore overstates the market value for the role,” Towers Watson concluded.

The board was seriously concerned and hired Mr. O’Connor. According to the sources, his findings were unequivocal: There is no interpretation of the law society’s bylaws or past precedents that would justify raising the CEO’s salary without the approval of the board – and Ms. Miles should have known this.

Ms. Miles joined the law society more than 23 years ago and was named acting CEO in 2017. The position was made permanent the following March.

Sources who have read the report say that staff who spoke to Mr. O’Connor provided “confusing” responses about what advice and guidance was given to Ms. Horvat around the process for salary increases.

A spokesperson at the Ontario Superior Court of Justice declined to comment on Ms. Horvat’s behalf, citing the ethical guidelines that judges are bound by in order to preserve confidence in their impartiality.

Concerns about Ms. Miles’s compensation increase were first reported by the Toronto Star.

The current controversy at the law society is playing out against a backdrop of previous tensions between some current and former benchers.

In 2017, the law society made it mandatory for licensed lawyers in Ontario to create a “Statement of Principles” that acknowledged their obligations to “promote equality, diversity and inclusion.” During bencher elections two years later, a slate of lawyers ran – and won – on a platform to “Stop the SOP.” After winning, they replaced the policy with a requirement that members respect existing human-rights legislation.

However, the divisions didn’t go away. In the last election in 2023, a new slate of candidates – the “Good Governance” coalition – ran in opposition to the Stop the SOP benchers and won overwhelmingly.

According to the sources, there was widespread concern and dismay among benchers about Ms. Miles’s raise, regardless of their ideological positions. But there has been a split about what to do next. Some benchers believe the O’Connor report, or a sanitized version, should be released, while others argue this is legally impossible.

Philip Horgan, a former bencher who ran against Ms. Horvat for the role of treasurer, was one of the benchers who lost his seat in the election. That a coalition that ran on a platform of good governance is now blocking the results of an investigation into alleged governance failures “seems ironic in retrospect,” he said.