02 Appendix A

HList of Appendices

[Appendix A Ontario Police Association Information Review

1 Appendix B Consulting Services Agreement between PIN and OPPAr Appendix C Letter from the auditor to OPPA Finance Committee prepared by

Gregory N. Ferguson of Powell Jones LLP, dated October 17, 2014

[ Appendix D 2014 OPP Association Financial Report and SummaryAppendix E OPP Association Constitution and By-Laws, dated May 2014 and

[1 Summary

Appendix F The Law Society Guidelines and Email from Janice LaForme

Appendix G List of Key Words for ICFE

Appendix A

THS IS EXHIBIT ,...,. TO THEAFFIDAVIT OF ,.Rtrorc

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Ontario Provincial Police AssociationInformation ReviewNovember 3, 2014

Submitted to: Detective Superintendent Dave TruaxDirectorCriminal Investigation BranchCriminal investigation Services

Compiled by: Detective inspector Chris AveryCriminal investigation BranchCriminal investigation Services

November 3, 2014

rc. Table of Contentsr Executive Summary 2

Request for Information Review 2

F Initial Investigation 2F Initial Findings 2

Comprehensive Report 3L Involved Persons 3

Synopsis of Allegations 3

Criminal Law Considerations 7Theft by Conversion Section 322 of the Criminal Code 7

Analysis 8

C Potentially Contentious Evidence 8Conclusions 8

1 November 3, 2014

Executive Summary

Reciuest for Information ReviewOn Friday, October 31, 2014 Detective Superintendent Dave Truax assigned DetectiveInspector Chris Avery to review information regarding potential wrong doing surroundingthe financial dealings of the Ontario Provincial Police Association (OPPA).

Initial reports include allegations of:

Financial improprieties where the Executive Officers of the OPPA aresilent partners in companies where employees are directed toconduct business exclusively;

Travel and Real Estate purchases in Bahamas; and Large amounts of money being transferred to the Cayman Islands.

Initial InvestigationOn Sunday, November 2, 2014 Detective Inspector Avery met with OPPA Director MartyMcNamara and OPPA Manager of Technology Curtis Ella. KGB Cautioned audio/videorecorded interviews were gathered from each of these individuals.

Initial FindingsThe concerns raised during these interviews came to light late in the week of October 27-31, 2014. While Director McNamara is seconded to the OPPA, he found the matterspresented to him troubling and he feels he is duty bound as a police officer to report thesematters for further investigation.

Mr. Ella has heard concerns of alleged improprieties in the offices of the OPPAand experienced what he believes to be a difficult work environment. In hisduties as technology manager, he has found electronic information that hebelleves lends credence to the allegations. He also feels duty bound to reportthe information for further investigation.

Both parties speak of a sense of entitlement in the offices of the OPPA andneither can provide any direct evidence of the allegations they bring forward.Names of several other potential witnesses have been provided for follow-up.

No evidence of a criminal offence was identified during the interviews of the twocomplainants.

2 November 3, 2014

Comprehensive Report

Involved Persons

Involved Party RoleMcNAMARA, Martin OPPA Director - Witness

ELlA, Curtis OPPA Manager of Technology - Witness

TAIT, Kim OPPA Office Manager Potential Witness

BARENDREGT, Sandra OPPA Accountant Potential Witness

MALTBY, Leanna OPPA Executive Assistant Potential Witness

DEAN, Chantelle OPPA Executive Assistant Potential Witness

WALSH, Karl OPPA CEO

CHRISTIE, James OPPA President

McKAY, Andrew Counsel to OPPA

KOZAK, Clara First Response Travel Shareholder

Synopsis of AllegationsWitnesses Marty McNamara and Curtis Elia both consistently outline a senseof entitlement and arrogance among the Executive Leadership of the OntarioProvincial Police Association (OPPA). They allege the civilian support staffare uncomfortable with the current operations, but are afraid to speak up forfear of losing their job.

In this alleged oppressive work environment McNamara advises that OPPAAccountant Sandra BARENDREGT is uncomfortable with business dealings

3 November 3, 2014

and how things are done financially, but she has does what she has to inorder to function and keep her job. McNamara states he believes Barenciregthas documentation that will show the reasons for her concerns.

Many of McNamaras concerns are based on information that he has receivedfrom the administrative office staff. Because he does not travel in his role withthe OPPA, he has a closer relationship with the staff than others may andreceives information from them.

These allegations include:

1. That Karl Walsh and Jim Christie have manipulated their schedulesand when they have been scheduled br annual leave or days off, theyreturn to work claiming to have actually been working on those days.These days have subsequently been put into an accrued time bank. Atthe end of the year in 2013, both Walsh and Christie received asubstantial payout for this accrued time. Walsh allegedly signed toauthorize Christies payment and Christie allegedly signed to authorizeWalshs payment. This alleged $20K bonus was paid directly by theOPPA and not directed through the Ontario Provincial Police, whonormally administer the salaries for seconded employees. (McNamaraadvises he has never heard of this practice other than for the twomembers in question he expects a similar payout will be made thisyear);

2. That travel has been traditionally been booked through OPPA SupportStaff. Executive members spouses have been travelling with them,and the OPPA has been paying for that additional cost;

3. That auditors have determined there are inadequacies in the recordkeeping of the Executive, who submit non detailed Visa receipts forpayment of expense accounts;

4. That travel is no longer booked through the OPPA Support Staff, but isdirected by the executive to be booked through First ResponseTravel. This travel service charges increased amounts for bookingtravel (allegations are rates are doubled). McNamara alleges that thiscompany is owned by Clara LNU, Karl Walsh, Jim Christie and AndyMckay. In the future, membership of the OPPA will be directed to usethis travel service to increase its revenue;

4 November 3, 2014

5. That OPPA Executives Karl Walsh, Jim Christie and Martin 8am,accompanied by counsel Andrew Mckay, travelled to Bahamas on twooccasions in 2014. This seems to the complainants to be inappropriatetravel. The firm of Powell Jones identifies a Significant UnusualTransaction where $13,128 is deposited on the $1.5 M purchase of aproperty in the Bahamas;

6. That a $1 00K expenditure was made into a New Providence IncomeFund. This is a foreign investment in the Cayman Islands. Thecomplainants find this troubling given the overall environment of theOPPA office and the money laundering reputation of the CaymanIslands. McNamara advises this is one of the transactions thatBarendregt voiced concerns over. McNamara further advises this wasexplained to be an investment bridge for members to invest through;

7. McNamara advises that the OPPA has entered into a contract with PINConsulting Group. This Group receives $5K per month from the OPPAplus expenses. A copy of the performance agreement between thesetwo parties was provided, valid from 01 July 2014 to 01 July 2017. Theservices to be provided include researching, negotiating aridconcluding beneficial opportunities for enhancing OPPA membershipincluding but not limited to:

i. Real Estate investment;ii. Commercial investments;iii. Vacation property opportunities;iv. Travel benefits through various travel agencies by

securing exclusive rates for members and their families;and

v. Any other such opportunities that the Corporation is ableto procure as a deliverable service.

The concern raised surrounding the PIN Consulting Group is that thiscorporation operates out of the office of Andrew McKay, ExternalCounsel to the OPPA. Mr. McKay has a relationship with and is paidby the OPPA and the complainants feel this is suspicious, particularlygiven the OPPA funded travel to Bahamas with the Executive;

5 November 3, 2014

8. A copy of the draft audit report prepared by Gregory N. Ferguson ofPowell Jones dated October 17, 2014 was presented to the AuditCommittee, of which McNamara is a member. This document ismarked draft and contains notations of relevance including:

i. Lack of supporting documentation for expenses claimed;ii. A vague investment policy that does not specify whattypes of investments are acceptable;

iii. Accruals that are not updated from the previous yeariv. Not all income and management fees are being recorded

on a monthly basis;v. Significant unusual transactions (the previously

mentioned Bahamas and Cayman Island transactions,$13K and $1 00K);

vi. A finding that no related party transactions haveoccurred. Management is required to advise if it is awareof or suspects any related party transactions notdisclosed in the financial statements.

This draft report contains a paragraph entitled ulilegalActs Fraud,intentional Misstatements and Errors This paragraph indicatesDuring our audit engagement we did not identify any illegal acts, actsof fraud, misappropriations of assets, misrepresentation intentionalmisstatements or errors other than was noted in the report. An AuditCommittee Report was drafted by Walsh and submitted to themembership at the Annual Board Meeting. That did not mention theseissues.

9. There were discussions at the most recent board meeting over thesecontentious expenditures where McNamara raised concerns over theappearance of money laundering. There should be meeting minutes inexistence for the portion of the meeting until the Executive went incamera to discuss McNamaras concerns.

Curtis Elias concerns are also based on information that he has received fromthe administrative office staff. In his role, he has occasion to see much dataand has access to all staff computer passcodes and Outlook e mail accountsthat compounds his concerns. He also sees financial documents as he ismandated to be consulted on all IT purchases.

6 November 3, 2014

These allegations include:

1. That Karl Walsh and Jim Christie traveled with Andrew Mckay to theBahamas on two occasions. Elia finds this strange. Ella was not ableto secure a telephone/data package for the cellular phones of theOPPA Executives. Walshs telephone biN on return from this trip was$2-3K. Ella knows Walsh & Christie have been spearheadinginvestment incentives in Bahamas for the OPPA.

2. That from his conversations with Kim Tait and Sandra Barendregt, Eliaknows that Walsh and Christie have been submitting non detailedreceipts on their expense accounts;

3. That Ella has observed e mail on Walshs computer discussingshares in First Response Gravel Group. This e mail containeddiscussion around Clara Kozak with Francis LNU, Andrew McKay,Karl Walsh, Jim Christie and Martin Bain about ownership in thecompany. Kozak is holding shares in trust so Walsh, Christie andBain are invisible, hiding their relationship with the company. Thecompany is being pushed on the OPPA;

4. That the OPPA is engaged with PIN Consulting, when this companyuses Andy McKays business address. Mckay has a relationship withthe OPPA as an external counsel.

Criminal Law ConsiderationsTheft by Conversion Section 322 of the Criminal Code

322. (1) Every one commits theft who fraudulently and without colour of righttakes, or fraudulently and without colour of right converts to his use or to theuse of another person, anything, whether animate or inanimate; with intent

(a) to deprive, temporarily or absolutely, the owner of it, or a person whohas a special property or interest in it, of the thing or of his property orinterest in it;(b) to pledge it or deposit it as security;

7 November 3, 2014

(c) to part with it under a condition with respect to its return that the personwho parts with it may be unable to perform; or(d) to deal with it in such a manner that it cannot be restored in thecondition in which it was at the time it was taken or converted.

AnalysisThe concerns expressed by both McNamara and Elia describe an air ofsuspicion and mistrust within the OPPA. None of the acts discussedconstitute a Fraud or Theft. Much of the information from the November 2,2014 interviews is second hand from other administrative staff at the OPPA.

There is the potential of an offence of Theft by Conversion if furtherinvestigation showed that Walsh, Christie and Bain were in fact owners of theFirst Response Travel Group & their recommendation of this companyresutted in OPPA membership and executive using this service paying inflatedprices. The named members receiving money from these transactions wouldbe committing the offence set out.

Potentially Contentious EvidenceOn November 2, 2014, Curtis Ella turned over two DVDs containing materialfrom the servers of the OPPA to OPP investigators. This material wasgathered by Elia in the normal course of his duties. He also provided a thumbdrive containing approximately 6 emails that Ella considered relevant.

This evidence has not been reviewed by the OPP investigator at this time.While Elia indicates he came across this material in the course of hisemployment, it is believed there may be privacy concerns. Before thismaterial is used it is recommended the advice of Crown Counsel be sought.

Conclusions V

1. There was no specific or conclusive evidence of Fraud or other criminaloffence in the interviews provided by witnesses on November 2, 2014.

8 November 3, 2014

2. McNamara and Ella provided names of witnesses who they believedhave first-hand knowledge of further evidence. It is suggested that thefollowing persons by interviewed:

i. Kim Tait OPPA Office Managerii. Sandra Barendregt Accountantiii. Leanna Maltby Executive Assistantiv. Chantelle Dean Executive Assistant

While this list of suggested witnesses is not exhaustive, these interviewsare an appropriate next step to determine if a criminal offence exists.Much of the information provided by McNamara and Ella is second hand.Once further information is gathered from these specified witnessesabove, there may be a need to interview both McNamara and Ella again,should a criminal offence be identified.

3. It appears if a criminal offence is identified; the offencelocation/jurisdiction would be within the City of Barrie.

9 November 3, 2014