SeptemberMinutes of the twelfth meeting of the Board of Directors of Héma-QuébecHeld at the Buffet Crystal, 5285 Henri-Bourassa Street West in Saint-Laurent on Wednesday, Absent: Guest: 1. Opening of meeting 2. Adoption of agenda It was proposed, duly seconded and unanimously resolved that the agenda be adopted as presented. 3. Adoption of the minutes of the eleventh meeting, August 4, 1999 4. Business arising from the minutes of the eleventh meeting On August 17, 1999, Health Canada issued an official guideline with respect to the exclusion of donors who have sojourned in the United Kingdom for a period of more than six (6) months. The guideline is in keeping with the draft guidelines issued on June 29, 1999 to Héma-Québec and Canadian Blood Services. According to the draft guidelines, Héma-Québec and Canadian Blood Services must implement, no later than February 17, 2000, the criteria for the exclusion of donors who have sojourned in the United Kingdom. The FDA issued a similar guideline in the U.S. on the same date (August 17, 1999). An internal committee was formed to prepare the procedure for the exclusion of donors who have sojourned in the UK. As soon as the BBR approves the amendment to Héma-Québec's licence, Héma-Québec will be able to implement this procedure as quickly as possible. Moreover, the issue surrounding the length of stay in the United Kingdom will not be addressed at the same time as the questions concerning classic Creutzfeldt-Jakob disease. Instead, the issue will be brought up in the context of other questions regarding sojourns abroad. 4.2 Retrofitting the ventilation, air conditioning and heating systems The Legal Counsel informed members of the Board of Directors of the supplier performance evaluation rules set by the Conseil du trésor. Following a discussion between members of the Board of Directors, it was proposed, duly seconded and unanimously resolved that the Executive Director send a letter to the supplier in question asking for clarification of the discrepancy between the estimated costs and the submitted bids. 4.3 Letter from the President of the Canadian Hemophilia Society to the Chairman of the Board of Directors of Héma-Québec -Executive Director's letter in response 4.4 Letter from a donor to the Board of Directors regarding the organization of hospital blood drives - Executive Director's letter in response 4.5 Letter from a donor regarding alcoholic beverages - Executive Director's letter in response 5. Code of Professional Conduct The order regarding the Regulation respecting the ethics and professional conduct of director s (824-98) was adopted within the Act respecting the Minist¾re du Conseil exécutif on June 17, 1998. The Regulation became effective on September 1, 1998 and stipulates that government institutions and businesses must adopt a Code of Ethics and Professional Conduct by September 1, 1999 or before. With respect to drafting the Code of Professional Conduct, the Associate Secretary General for Senior Positions indicated that the above-mentioned Regulation can be adapted to Héma-Québec. The Regulation also stipulates that the Code of Ethics and Professional Conduct must be published in Héma-Québec's annual report with mention of the number of violations of the Code and the number of directors subject to a sanction, where applicable. Following a discussion between members of the Board of Directors regarding the Code and in particular the definition of the term "customary gift, " it was proposed, duly seconded and unanimously resolved that the "Code of Professional Conduct" resolution, a copy of which is attached hereto, be adopted as presented. 6. Draft agenda for the joint meeting on October 13, 1999 It was suggested that the issue of exchanging observers be added following the letter from the President of the Canadian Hemophilia Society. The regular meeting of the Board of Directors of Héma-Québec will be held the same day as the joint meeting immediatly thereafter. 7. Update on current projects 8. Miscellaneous 8.2 National Blood Safety Council 9. Next meeting 10. Adjournment Mr. Claude Pichette Dr. Francine Décary
WHEREAS the members of the Board of Directors must adopt a Code of Professional Conduct that adheres to the principles and rules enacted by the Regulation respecting the ethics and professional conduct of director s adopted pursuant to the Act respecting the Minist¾re du Conseil exécutif; WHEREAS the purpose of adopting a Code of Professional Conduct is to preserve and enhance the confidence of the public in the integrity and impartiality of the Board of Directors of Héma-Québec, to promote openness and to render accountable the board and its directors; IT IS RESOLVED: THAT the Code of Professional Conduct, which is attached hereto, be adopted; THAT the Code of Professional Conduct be published in Héma-Québec's annual report with mention of the number of violations and the number of directors subject to a sanction, where applicable. HÉMA-QUÉBEC This Code of Ethics and Professional Conduct applies to Héma-Québec's directors and Executive Director. CHAPTER II They shall make their contribution in accordance with law, with honesty, loyalty, prudence, diligence, efficiency, application and fairness. 3. In the performance of his duties, the director is bound to comply with the ethical principles and the rules of professional conduct prescribed by law and by the Regulation respecting the ethics and professional conduct of director s, as well as the principles and rules set forth in this Code of Ethics and Professional Conduct. In case of discrepancy, the most stringent principles and rules shall apply. In case of doubt, he shall act in accordance with the spirit of those principles and rules. He shall, in addition, arrange his personal affairs in such a manner that they cannot interfere with the performance of his duties. A director is bound by the same obligations where, at the request of Héma-Québec, he performs his duties within another government agency or corporation, or is a member thereof. 4. A director is bound to discretion in regard to anything that comes to his knowledge in the performance or during the performance of his duties and is at all times bound to maintain the confidentiality of information thus received. That obligation does not have the effect of preventing a director from reporting to a specific interest group that he represents or to which he is linked, except where the information is confidential by law or where the Board of Directors requires that confidentiality be maintained. 5. In the performance of his duties, a director shall make decisions regardless of any partisan political considerations. 6. The Chairman of the Board of Directors, the Executive Director and a full-time director shall demonstrate reserve in the public expression of their political opinions. 7. A director shall avoid placing himself in a situation of conflict between his personal interest and the duties of his office. He shall reveal to Héma-Québec any direct or indirect interest that he has in an agency, corporation or association likely to place him in a situation of conflict of interest, as well as any rights that he may assert against Héma-Québec, and shall indicate, where applicable, their nature and value. A director appointed or designated to an office within another agency or corporation shall, subject to section 4, also reveal any such situation to the authority that appointed or designated him. 8. A full-time director may not, on penalty of dismissal, have a direct or indirect interest in an agency, corporation or association entailing a conflict between his personal interest and that of Héma-Québec. Notwithstanding the foregoing, such dismissal shall not occur if such interest devolves on him by succession or gift, provided that he renounces it or disposes of it promptly. Any other director who has a direct or indirect interest in an agency, corporation or association entailing a conflict between his personal interest and that of Héma-Québec shall, on penalty of dismissal, reveal the interest in writing to the Chairman of the Board of Directors and, where applicable, shall abstain from participating in any deliberation or any decision pertaining to the agency, corporation or association in which he has that interest. In addition, he shall withdraw from the sitting for the duration of the deliberations and the vote concerning that matter. This section does not prevent a director from expressing opinions about conditions of employment applied at large within the agency or corporation and that could affect him. 9. A director shall not treat the property of Héma-Québec as if it were his own property and may not use it for his own benefit or for the benefit of a third party. 10. A director may not use for his own benefit or for the benefit of a third party information obtained in the performance or during the performance of his duties. That obligation does not have the effect of preventing a director from consulting or reporting to a specific interest group that he represents or to which he is linked, except where the information is confidential by law or where the Board of Directors requires that confidentiality be maintained. 11. A full-time director shall perform exclusively the duties of his office, except where the authority having appointed or designated him also appoints or designates him to other duties. Notwithstanding the foregoing, he may, with the consent of the Chairman of the Board of Directors, engage in teaching activities for which he may be remunerated or in non-remunerated activities within a non-profit organization. 12. A director may not accept any gift, hospitality or other advantage, except what is customary and is of modest value. Any other gift, hospitality or advantage received shall be returned to the giver. 13. When a director is offered a gift, hospitality, or advantage that may not be customary or of modest value, he shall inform the Chairman of the Board of Directors and the Executive Director in writing. They will evaluate if the director may accept the gift, hospitality or advantage according to the rules of this Code and customs and they will advise the director of their decision in writing. 14. A director may not, directly or indirectly, grant, solicit or accept a favour or an undue advantage for himself or for a third party. 15. In the decision-making process, a director shall avoid allowing himself to be influenced by offers of employment. 16. A director who has left public office shall conduct himself in such a manner as not to derive undue advantages from his previous service with Héma-Québec. 17. It is prohibited for a director who has left public office to disclose confidential information or to give anyone advice based on information not available to the public concerning Héma-Québec, or concerning another agency or corporation with which he had a direct and substantial relationship during the year preceding the end of his term as a director of Héma-Québec. Within one year after leaving office, a director shall not act for or on behalf of anyone else in connection with a proceeding, negotiation or other transaction to which Héma-Québec is a party and about which he has information not available to the public. The directors of Héma-Québec may not, in the circumstances referred to in the previous paragraph, deal with an ex-director of Héma-Québec for one year following the end of his term. 18. The Chairman of the Board of Directors shall ensure that the directors of Héma-Québec comply with the ethical principles and rules of professional conduct. CHAPTER III 20. The Chairman of the Board of Directors or the Executive Director wishing to run for election to an elective public office shall resign from his position. 21. A full-time director whose mandate is for an undetermined duration and who is elected to public office is entitled to leave without remuneration for the duration of his first elective mandate. 22. A full-time director wishing to run for election to the National Assembly, the House of Commons of Canada or another elective public office whose functions will probably be performed on a full-time basis shall request, and is entitled to, leave without remuneration, from the day on which he announces that he is a candidate. 23. A full-time director wishing to run for election to an elective office whose functions will probably be performed on a part-time basis, but whose candidacy may make it impossible for him to demonstrate reserve as required, shall apply for, and is entitled to, leave without remuneration from the day on which he announces that he is a candidate. 24. A full-time director who is granted leave without remuneration in accordance with section 22 or 23 is entitled to return to his duties no later than on the thirtieth day following the final date for nominations, if he is not a candidate, or, where he is a candidate, no later than on the thirtieth day following the date on which a person other than he is declared elected. 25. A full-time director whose term of office is of fixed duration, who is elected to a full-time public office and who agrees to his election shall immediately resign from his position as a director . A full-time director who is elected to a part-time public office shall, where that office may make it impossible for him to demonstrate reserve as required, resign from his position as a director . CHAPTER IV 27. A director dismissed for just and sufficient cause may not receive a severance allowance or payment. 28. A director who has left public office, who has received or is receiving a severance allowance or payment and who holds an office, employment or any other remunerated position in the public sector during the period corresponding to that allowance or payment shall refund the part of the allowance or payment covering the period for which he receives a salary, or shall cease to receive it during that period. Notwithstanding the foregoing, where the salary he receives is lower than the salary he received previously, he shall be required to refund the allowance or payment only up to the amount of his new salary, or he may continue to receive the part of the allowance or payment that exceeds his new salary. 29. Any person who has received or is receiving a severance allowance or payment from the public sector and who receives a salary as a director during the period corresponding to that allowance or payment shall refund the part of the allowance or payment covering the period for which he receives a salary, or shall cease to receive it during that period. Notwithstanding the foregoing, where the salary that he receives as a director is lower than the salary he received previously, he shall be required to refund the allowance or payment only up to the amount of his new salary, or he may continue to receive the part of the allowance or payment that exceeds his new salary. 30. A full-time director who has left public office, who has received so-called assisted departure measures and who, within two years after his departure, accepts an office, employment or any other remunerated position in the public sector shall refund the sum corresponding to the value of the measures received by him, up to the amount of the remuneration received, by the fact of his return to the public sector, during that two-year period. 31. Sections 28 to 30 do not apply to part-time teaching activities by a director . 32. For the purposes of sections 28 to 30, "public sector" means the bodies, institutions and corporations referred to in the Schedule. The period covered by the severance allowance or payment referred to in sections 28 and 29 shall correspond to the period that would have been covered by the same amount if the person had received it as a salary in his former office, employment or position. CHAPTER V 33. A director accused of a violation of ethics and/or professional conduct stipulated in this Regulation will be subject to the disciplinary process described in Chapter VI of the Regulation respecting the ethics and professional conduct of directors. SCHEDULE (a. 32) PUBLIC SECTOR 1. The government and its departments, the Conseil exécutif and the Conseil du trésor. 2. The staff of the Lieutenant-Governor, the National Assembly, the Public Protector, any person designated by the National Assembly to perform duties that come under the National Assembly where its personnel is, by law, appointed and remunerated in accordance with the Public Service Act, and any body to which the National Assembly or a committee thereof appoints the majority of the members. 3. Any body which is established by or under an act or by a decision of the government, the Conseil du trésor or a minister and which meets one of the following conditions: 1¡ all or part of its appropriations for operating purposes appear under that heading in the budgetary estimates tabled in the National Assembly; 4. The Public Curator. 5. Any body, other than those mentioned in sections 1, 2 and 3 of this Schedule, which is established by or under an act or by a decision of the government, the Conseil du trésor or a minister and at least half of whose members or directors are appointed by the government or a minister. 6. Any joint-stock company, other than a body mentioned in section 3 of this Schedule, more than 50% of whose voting shares are part of the public domain or are owned by a body referred to in sections 1 to 3 and 5 of this Schedule or by a corporation referred to in this section. 7. Any educational institution at the university level referred to in paragraphs 1 to 11 of section 1 of the Act respecting educational institutions at the university level (R.S.Q., c. E-14.1). 8. Any general and vocational college established under the General and Vocational Colleges Act (R.S.Q., c. C-29). 9. Any school board subject to the Education Act (R.S.Q., c. I-13.3) or the Education Act for Cree, Inuit and Naskapi Native Persons (R.S.Q., c. I-14), and the Conseil scolaire de l'²le de Montréal. 10. Any private institution accredited for the purposes of subsidies under the Act respecting private education (R.S.Q., c. E-9.1). 11. Any other educational institution more than half of whose operating expenses are paid out of appropriations appearing in the budgetary estimates tabled in the National Assembly. 12. Any public or private institution under agreement and any regional board referred to in the Act respecting health services and social services (R.S.Q., c. S-4.2). 13. The regional council established by the Act respecting health services and social services for Cree Native persons (R.S.Q., c. S-5). 14. Any municipality, any body declared by law to be the mandatary or agent of a municipality, any body more than half of whose board of directors are members of a municipal council and any body otherwise under a municipal authority. 15. Any urban community, intermunicipal board, intermunicipal transit corporation, any intermunicipal board of transport, the Kativik Regional Government and any other body, except a private body, more than half of whose board of directors are elected municipal officers. | Minutes |