The Evasive Passive: The Message From the Law Society of Ontario’s Treasurer

Earlier in March of this year, the Law Society of Ontario (“LSO”) removed its CEO following receipt of a report into the circumstances of a dramatic increase in her salary . Subsequently, members of the LSO received an email from the Treasurer, Peter Wardle, dated March 20th entitled “Strengthening governance and accountability at the Law Society of Ontario”, which is the focus of this post. (The message is available on the LSO’s website.)

Before addressing the Treasurer’s email, I provide a brief synopsis of the situation leading to it. Diana Miles became CEO in March 2018, after a year in an acting position. In June 2024, her salary was increased from $595,000 to $936,800 by the Compensation Committee (“Committee”), composed of the former treasurer, Jacqueline Horvat, now Justice Horvat of the Superior Court of Justice and three other members of the governing board (“board” or “benchers”), including one who had previously represented Miles in compensation negotiations. Under the LSO’s rules, the Committee should have recommended the new salary to the Benchers who meet in Convocation However, this did not occur.

When the Benchers learned about the increase in November 2024, it commissioned a third party review of the original consultant’s report the former Treasurer and the Compensation Committee had relied on to determine the increase and subsequently, an investigation by former associate chief justice Dennis O’Connor of the salary and processes. After consideration of the O’Connor report on March 5, 2025, Convocation terminated Miles’s employment and appointed an acting CEO. (The story is captured in Robyn Doolittle’s articles, “Ontario law society CEO departs amid independent review of her salary increase” [March 6, 2025], “Law Society of Ontario faces calls to release report into recently ousted CEO’s pay increase” and “Law Society benchers meeting to decide how to handle report on ex-CEO’s pay raise” [March 19, 2025] in The Globe and Mail.)

In his message, Treasurer Wardle advised that at Convocation on March 20th (I am writing this post on March 21st), he “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”. He emphasized, “There is nothing more important than public trust in us as a regulator and we will be implementing changes to make our organization stronger.” He indicated that the Governance Review Task Force (“the Task Force”) would take recommendations to Convocation intended “to improve accountability and clarity in the executive compensation process”, in part through by-law amendments “to clearly define the role of the Compensation Committee and specify that changes to the CEO’s compensation must be approved by Convocation”. In addition, the acting CEO is to “[i]ntroduce policies to establish more robust checks and balances where significant changes to executive compensation are recommended by the Compensation Committee”. Other actions related to increasing transparency of Convocation’s and its committees’ business.

Apparently, there has been some concern at the LSO about whether benchers or others have revealed information about these matters, which the Treasurer or Convocation or both wish to keep confidential, at least for now (this is complicated by its being a personnel matter). Accordingly, the Task Force was also to recommend “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 operation”.

The Treasurer’s message has one or two intriguing elements that I note in particular.

The first is that one of the reforms is meant to ensure that the Compensation Committee does not make decisions about compensation but makes recommendations to Convocation. Yet in 2007, as the Treasurer indicates in his message, “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”. Clearly, the chair of the Compensation Committee considering Miles’s salary increase blatantly ignored this requirement. It is not unreasonable to infer that the chair, who was then Treasurer and now Justice Horvat, did not expect Convocation would approve such a significant increase. And that even if Convocation did approve it, there would be benchers who would be seriously opposed and prepared to make their displeasure public one way or another. Rather, the chair kept a tight circle of persons who knew about the increase and maintained secrecy within that tight circle.

The second point that stands out is the Treasurer’s rather guileful use of the passive tense when referring to the former Treasurer’s role in the whole scheme.

He writes that in Spring 2024, “The then-Treasurer received information that she could unilaterally approve a new employment agreement for the CEO.” I used to tell my students to use the active voice in describing actions, to identify the agent taking the action, unless they wanted to avoid identifying the agent or did not know who the agent was. Assuming someone did provide this inaccurate information to Treasurer Horvat, does Treasurer Wardle know who it was? If so, why hasn’t he identified that person or entity? If he doesn’t know, has Justice Horvath hidden behind her position as a judge not to talk with him? (Doolittle states in her March 19th article that Justice Horvat would not comment for The Globe because she is a judge.) Although the Treasurer won’t or can’t identify who provided the information, Doolittle suggests it was LSO staff, saying, “Questions remain about what advice law society staff gave Ms. Horvat about the process for compensation increases” (emphasis added). Putting together the Treasurer’s message on this point (“Based on the information provided, the then-Treasurer negotiated and executed an amendment to the CEO’s contract that provided for a significant increase”) and Doolittle’s reporting on March 10th that the Compensation Committee approved the increase, it appears the former Treasurer determined the raise in negotiation with Miles and sought cover from the Compensation Committee. However, this exact process is not clear; the only thing that seems clear is that Treasurer Horvat played the dominant role.

This whole debacle is obviously a stain on the Law Society of Ontario’s reputation. The Treasurer’s message, including what I’m treating as a deliberate use of the passive voice, raises questions of its own that muddy the waters. As is so often the case, much is public about the events surrounding the former CEO’s raise, to the extent that claims of personnel confidentiality do not carry much weight, yet much still remains to be explained. Without further clarification and greater transparency, the trust in the LSO Treasurer Wardle hopes to rekindle may take some considerable time to restore.