Treasurer Wardle addressed the members late in the evening on Thursday March 20, 2025 after Convocation held yet another in-camera meeting to address the CEOSS (pronounced “chaos”).

Oddly, I did not receive the email that should have gone and I expect did go to all licensees last night. Just not to me.

Regardless, it is a start, to be sure. What it doesn’t address, however, is past problematic conduct by Benchers who are LAWYERS, expected to recognize conflicts of interest for example and avoid them.

One concern, which the Treasurer’s email identifies, is regaining confidence of the bar with respect to putting in safeguards to prevent the exact same scenario from reoccurring. However, that is very far from the only concern.

Unless the Society releases the Report and takes steps to acknowledge where individual Benchers went wrong, with consequences for conduct that falls below the standard they would expect of us as lawyers, a double standard is created signalling that Benchers get a pass where we might face regulatory proceedings.

Until and unless we have all the facts, assurances that they will do better next time remain woefully insufficient.

The good news is that a Motion to the Annual General Meeting of Convocation is super easy to bring – it’s just a question of finding out when the AGM is in 2025! But the Rules are posted on their website and this is all it takes:

Motions

Any motion to be made at the Annual General Meeting must be in writing and signed by ten lawyers or paralegals whose licences are not suspended at the time of signature. The motion must be delivered to the Secretary via email to lsoagm@lso.ca 

Here is the Message from The Treasurer – March 20, 2025 8:47 pm

Message from Treasurer Peter Wardle: Strengthening governance and accountability at the Law Society of Ontario

March 20, 2025

Print Version

This evening a Special Meeting of Convocation was held at which I introduced an action plan to reform the Law Society’s governance and administrative process that relate to executive compensation, as well as related decision-making at Convocation and Committees. This is important and urgent work and we had a productive discussion on how to move it forward.

Convocation also discussed the legal opinion that Dennis O’Connor prepared from his review of the events pertaining to the salary increase of the Law Society’s former CEO and the process by which it was approved. We have received several public requests to release the report. We hear you. Let me assure you, this is a live discussion and one that Convocation does not take lightly, given the privileged and sensitive contents of the opinion. We will come to a decision on whether or not to release the opinion and that decision will be communicated publicly once reached. We appreciate your patience in this, recognizing the sensitive nature of the legal opinion.

In the interest of transparency, I have compiled a timeline of our work on this matter to-date. There is more work to come. There is nothing more important than public trust in us as a regulator and we will be implementing changes to make our organization stronger.

Background

Here are the key facts pertaining to CEO compensation at the Law Society:

2007 — Convocation approved a mandate for the Compensation Committee which indicated that changes to the CEO’s compensation would be recommended by the committee and approved by Convocation.

March 2018 — Convocation approved the employment agreement for Diana Miles as permanent CEO of the Law Society.

Spring 2024 — Convocation received advice from an external executive compensation consultant that the CEO’s salary was below market value. The then-Treasurer received information that she could unilaterally approve a new employment agreement for the CEO.

June 2024 — Based on the information provided, the then-Treasurer negotiated and executed an amendment to the CEO’s contract that provided for a significant increase.

November 2024 — The new Treasurer, Peter Wardle, became concerned about issues related to the amended employment agreement.

Convocation moved quickly to engage the Hon. Dennis O’Connor to conduct an independent review and provide a confidential legal opinion to benchers so that we could be fully informed in addressing the matter.

February 2025 — Mr. O’Connor delivered his legal opinion to Convocation.

March 5, 2025 — Convocation met to consider Mr. O’Connor’s legal opinion. During that meeting, Convocation appointed Priya Bhatia, Executive Director of Professional Development and Competence, as Acting Chief Executive Officer, replacing Diana Miles.

March 20, 2025 — Convocation launched an Action Plan for improving accountability, transparency and strengthening checks and balances related to executive compensation.

Action Plan

Below are some of the key changes you can expect as we work to improve governance and strengthen accountability at the Law Society.

• The Governance Review Task Force will make recommendations to Convocation to improve accountability and clarity in the executive compensation process by:
  • Bringing by-law amendments to April Convocation to clearly define the role of the Compensation Committee and specify that changes to the CEO’s compensation must be approved by Convocation.
  • Recommending broader reforms, such as a review of the Bencher Code of Conduct, developed in consultation with a governance expert, to ensure confidence in Law Society decisions and operations.
• The acting CEO will:
  • Introduce policies to establish more robust checks and balances where significant changes to executive compensation are recommended by the Compensation Committee.
  • Enhance transparency and accountability regarding the business of Convocation and its committees, including more accessible publication of related information and materials.

All necessary by-law amendments required to deliver on this action plan will be brought to the April meeting of Convocation for approval. An update on all related process changes will also be brought to that meeting.

Share your thoughts

Over the last few weeks, I have heard many concerns and expressions of disappointment  and I want you to know the Law Society is committed to rebuilding your trust. It is of the utmost importance that our organization has the confidence of the public and the lawyers and paralegals we regulate. I encourage you to continue sharing your thoughts and feedback with us. Emailing convocation@lso.ca will ensure your valuable input is considered as we move forward with improving governance and strengthening accountability at the Law Society.

Thank you for your continued support and dedication to upholding the standards of our professions.

CORRECTION ISSUED FRIDAY MARCH 21 2025 AT 1:40 PM by the LSO

Good afternoon,

We have made a correction to the background information in the message that Treasurer Peter Wardle issued to licensees last night following the special meeting of Convocation.

Under the Spring 2024 heading, the message incorrectly stated that “Convocation received advice from an external executive compensation consultant that the CEO’s salary was below market value”. It should have said “The Committee received advice from an external executive compensation consultant that the CEO’s salary was below market value”.

We apologize for the confusion and have corrected the message on our website.