The Governance Review Task Force has provided a path forward for the regulator to improve how it fulfils its mandate
Strong governance is fundamental to the rule of law.
Most organizations are not preoccupied with this relationship in their day-to-day operations. However, for law societies across Canada, there is an inherent connection between these two concepts. Law societies have a mandate not merely to regulate licensees, but to do so in the public interest, supporting the bar’s continued independence from government, which is essential to upholding the rule of law. Strong governance is fundamental to fulfilling this role.
But what does strong governance mean? It means having policies, practices, structures, and a culture all driven towards helping a board fulfill its fundamental oversight obligations. It involves having directors at the board table who understand and respect their fiduciary obligations to the organization, including the core duties of care, loyalty, and confidentiality.
The Law Society of Ontario has attracted scrutiny in recent years about the state of its governance. Licensees and the public should expect the regulator of Ontario’s lawyers and paralegals to continually strive to meet high standards of governance, given the fundamental importance of its mandate.
This is why the recently concluded work of the LSO’s Governance Review Task Force is noteworthy. The task force's final report was provided to Convocation (the LSO’s board of directors) in September. It reflects the important steps the LSO has taken to fundamentally strengthen its governance framework and culture, while also providing a path forward for continuous improvement.
The task force was struck in 2023 with a primary mandate to review the governance structure of Convocation to ensure that it is fit for purpose. Many licensees, and almost all experienced directors, would be surprised to learn that the LSO has 53 benchers (directors of the board), in addition to a treasurer who chairs Convocation. Some would quite reasonably say it is inconceivable that a lawyer or governance advisor would recommend this to a client as an efficient governance structure in 2026.
After the delivery of the 2025 report by former Associate Chief Justice Dennis O'Connor, the task force's work was dramatically expanded to include implementing all the report’s recommendations and recommending additional governance improvements. Members of the task force were rigorous in spearheading long-overdue improvements to how Convocation is structured and functions.
The task force’s accomplishments included establishing, for the first time in the LSO's over 200-year history, a properly defined human resources and compensation committee, as well as a governance committee, as standing committees of Convocation. It included establishing a more rigorous structure for oversight of CEO performance management and compensation. It also included recommending and establishing a process for measured and proportionate disclosure of executive compensation, understanding the need for additional transparency to enhance trust in the LSO following the events described in the O’Connor report.
The task force also undertook more discrete though similarly important initiatives. It developed comprehensive position descriptions for the LSO’s CEO, treasurer, and corporate secretary, clarifying authority and strengthening accountability. The corporate secretary reports directly to Convocation, consistent with best practices. Proper minutes are now taken for meetings of Convocation’s committees, task forces, and working groups. There is also a renewed commitment to enhancing orientation and ongoing professional development for benchers.
In April 2026, following extensive stakeholder consultation and engagement, Convocation approved the single most important change driven by the task force: reducing the number of benchers from 53 to 37. This provides a significant opportunity to improve the LSO’s governance effectiveness, bringing the size of Convocation closer to established best practices while preserving appropriate representation. The decision to restructure Convocation is now awaiting approval and implementation by the Ontario government through required amendments to the Law Society Act.
There is a message here for Ontario’s lawyers, paralegals, and the public, as well as a potentially informative experience for other Canadian law societies to draw on. The Governance Review Task Force has accomplished an incredible amount of work to ensure the LSO plays its proper role in maintaining the rule of law and regulating in the public interest by dramatically strengthening its governance practices, policies, structures, and culture. Strong governance is an ongoing project that requires sustained attention. It needs to remain at the forefront of the minds of all those entrusted with the privilege of serving as directors of law societies across the country.
More remains to be done for the LSO to meet the high standard of governance excellence to which it should be held. For example, the Governance Committee’s current review of how committees are structured and function will ensure that Convocation can more effectively play its role in addressing the issues that matter most to public-interest regulation – issues such as ensuring licensee competence and addressing licensee misconduct. The important work of the Governance Review Task Force and the governance changes approved by Convocation so far are a clear demonstration that the LSO is meeting the moment in its work to foster strong governance and uphold the rule of law.
Pam Hrick, ICD.D, is a bencher of the Law Society of Ontario and a partner at Lerners LLP. She was a vice chair of the LSO’s governance review task force and co-chairs its governance committee. The views expressed in this article are her own.
