Minutes of the fortieth meeting
Held at 4045 Côte-Vertu Blvd, Saint-Laurent, in the Boardroom, on Wednesday, June 19, 2002, at 2:00 PM
Hemovigilance Committee observer:
1. Welcome to new members
2. Opening of meeting
3. Adoption of agenda
4. Adoption of the minutes of the thirty-ninth meeting held on March 6, 2002
5. Business arising from the minutes of the thirty-ninth meeting
The Chairperson appointed Mr. Raymond April and Dr. Yves St-Pierre as members of the Executive Committee until expiry of their mandate as Board administrators.
It was proposed, duly seconded and unanimously resolved that Mr. Raymond April and Dr. Yves St-Pierre be appointed members of the Executive Committee until expiry of their mandate as Board administrators. Henceforth, the Executive Committee will be comprised of the following five members:
5.2. Financing for new building at 4045 Côte-Vertu Blvd.
At the Board meeting of March 6, 2002, the members asked the Finance Department to assess the feasibility of financing the new building through a long-term variable-rate loan that can be transferred to a swap agreement in a short time, subject to the Board's conditions.
The Senior Director, Finance and Administration indicated that Héma-Québec Finance Department has determined that the conditions set out by the Board on March 6, 2002 cannot be met.
Further to these observations, the Finance Department conducted a comparative analysis of the financing costs for both types of mortgage: mortgage with variable repayments (fixed capital amount) versus a mortgage with fixed repayments (variable capital amount), for a 25-year amortization. Considering the results of the analysis, a 25-year mortgage with variable repayments over a 7-year term was selected.
This point was also presented to the members of the Audit Committee on June 13, 2002, who supported the Finance Department's decision. The members declared themselves satisfied with the information and supported the Finance Department's decision.
6. Adoption of Héma-Québec's financial statements for 2001-2002 and the management report to March 31, 2002
Management report to March 31, 2002
The financial statements to March 31, 2002 were presented. The revised amount for projection of the 2001-2002 results to the Board of Directors at November 7, 2001, was $206,751,500 and the 2001-2002 financial year ended with $203,519,978 - a reduction of $3,321,522 compared with the anticipated amount. Compared to the 2001/2002 budget approved by the MHSS, labile products resulted in savings of $2,756,200.
The Senior Director, Finance and Administration presented the 2001-2002 budget figures for stable and labile products and commented on the budget comparisons by main category as well as charges by responsibility centre for labile and stable products. The data on new capital acquisitions for 2001-2002 was also presented. Lastly, a table showing the liquidity position for 2001-2002 was submitted to the members of the Board. Héma-Québec maintains a positive cash position.
In response to a request by a Board Member, the cost breakdown substantiating the increase in 2000-2001 and 2001-2002 will be presented at a future Board meeting.
Financial statements as at March 31, 2002
The Audit Committee Chairperson stated that the Committee reviewed Héma-Québec's financial statements at its meeting held on June 13, 2002. The members of the Audit Committee recommended that the Board of Directors adopt Héma-Québec's financial statements as submitted. The Auditor General issued an unqualified opinion for the period ended March 31, 2002 and praised the outstanding cooperation of the Finance and Administration team.
The Audit Committee met with representatives of the Auditor General to obtain their observations regarding the annual audit.
The four observations from last year have been dealt with to the Auditor General's satisfaction. One observation was made for 2001-2002 concerning the manner in which foreign currencies are translated in the SAP program. This situation will be rectified in fall 2002 when SAP version 4.6 is implemented. This new version comprises a multi-currency function. The Auditor General made no observations in his report which will be submitted to the Québec National Assembly on June 30, 2002.
The members of the Board of Directors indicated that they were satisfied with the presentation and congratulated the Senior Director, Finance and Administration, as well as the members of his team, for the work done in preparing the financial statements.
It was proposed, duly seconded and unanimously resolved that the Héma-Québec financial statements for the period ended March 31, 2002 be adopted.
It was proposed, duly seconded and unanimously resolved that Claude Pichette and Cheryl Campbell-Steer be designated signatories of the Héma-Québec financial statements for the period ended March 31, 2002.
In closing, the Senior Director, Finance and Administration indicated that he would present a comparison of the financial statements of the Canadian Blood Services (CBS) and of Héma-Québec, as he did last year.
Audit Committee of June 13, 2002
A request to increase the capitalization threshold for capital expenditures has been submitted to the Audit Committee. The purpose of this request is to streamline the administration of administrative order DRF005 Politique d'investissement (acquisition d'immobilisation) [investment procedure (capital acquisitions)] by increasing the capital expenditure threshold by $1,000 to $2,500.
Whereas the members of the Audit Committee recommend increasing the capital expenditure threshold to $2,500, it was proposed, duly seconded and unanimously resolved that the Audit Committee's recommendation be approved, and the capital expenditure threshold be increased to $2,500.
She added that the Audit Committee would be meeting on September 18, 2002 to examine the main budget assumptions to develop the 2003-2004 budget.
7. Observation of the Auditor General
8. Increase in borrowing threshold with Royal Bank: Evergreen program
Given recent the investments and future capital acquisition forecasts, an increase in the borrowing threshold would be required. The Financial Department has therefore submitted the following proposal:
The borrowing threshold for category 6 (call loan for interim capital financing) remains unchanged, i.e., $2,000,000 while the borrowing threshold for category 7 (term capital financing in the form of a revolving term loan) would be increased from $11,000,000 to $15,000,000, the total of which may not exceed $16,000,000.
Further to the recommendation of the members of the Audit Committee to increase the total borrowing threshold of the Royal Bank's Evergreen program from $12,000,000 to $16,000,000, it is proposed, duly seconded and unanimously resolved that approval be given to increase the total borrowing threshold of the Royal Bank's Evergreen program from $12,000,000 to $16,000,000. A request from the Financial Department will be prepared and sent to the Royal Bank.
It is proposed, duly seconded and unanimously resolved that the Senior Director, Finance and Administration be authorized to sign all contracts, and take at his sole discretion any other actions he deems necessary or desirable to give effect to this resolution.
9. Stable products call for tenders
Regarding contracts for fractionation services and commercial recombinant products, on May 21, 2002, the Héma-Québec Executive Committee approved the Management Committee's recommendation to approve the following CBS decision:
These figures represent proportions for Canada and do not include sharing between CBS and Héma-Québec.
In the event there is a price increase deemed unreasonable during the negotiations, Héma-Québec will refer to the Board of Directors for approval.
Certain questions were raised concerning recovery of plasma intermediates after fractionation. It will be necessary to assess the use of these intermediates.
Stable Products Information System (SPIS)
Several factors were not taken into consideration during the initial cost assessment, which is why the project cost went from $758,000 to $1,224,000.
During the meetings of June 13 and 19, 2002, the members of the Audit Committee examined the causes of this increase. The cost overrun was primarily due to the following reasons:
The members of the Audit Committee have also requested a more detailed table comparing the cost of repatriation versus the costs charged by the Canadian Blood Services (CBS) for purposes of analysis. The numbers showed that, despite the cost increase, Héma-Québec would achieve savings of $870,000 per year. Repatriating management of stable products would be cost effective for Héma-Québec and bring about a return on investment after 1.4 years.
Following an exhaustive analysis of this file, the Audit Committee recommended that the Board of Directors approve this cost increase.
In light of the information obtained and in view of the Audit Committee's recommendation to approve this new increase, it is proposed, duly seconded and unanimously resolved that the new cost increase for implementation of the SPIS software ? bringing the total project cost to $1,224,000 ? be approved.
9.3. Letter to the National Public Health Director
10. Centre de conservation des tissus humains du Québec
It was proposed, duly seconded and unanimously resolved that the 2002 -2003 budget be approved.
The Senior Director, Finance and Administration left the meeting.
The position of Senior Director for the tissue centre will have to be filled. This position is currently being filled on an interim basis by the Executive Director of Héma-Québec.
The Executive Director will submit the CCTHQ business plan for the next meeting of the Board of Directors. Once the business plan has received Board approval, it will be submitted to the Ministère de la Santé et des Services sociaux (MSSS: Department of Health and Social Services).
Given that Héma-Québec's mandate has been expanded to include distribution of human tissue, the members will look into the associated risks. The Executive Director indicated that the Héma-Québec safety rules applicable for blood are similar to the rules governing human tissue.
In closing, she added that obtaining American Association of Tissue Banks accreditation for Héma-Québec remains a priority.
The public health representative indicated that the report ordered by the MSSS comprising several recommendations concerning tissue banks had recently been submitted to the Institut national de la santé publique du Québec (Québec Public Health Institute). As soon as it has been made public, it will be submitted to the Board of Directors for information purposes.
11. Cord blood bank
Given the limitations of voluntary marrow donor registries due to:
The pilot project has the support of the MSSS.
The expected timetable is as follows:
In closing, the Executive Director said the next step will consist of developing a business plan.
The members of the board of directors declared themselves satisfied with the presentation. In conclusion, it was proposed, duly seconded and unanimously resolved that the national cord blood bank project be approved.
12. SD plasma
For the above-mentioned reasons and considering the recommendation of the Management Committee, it was proposed, duly seconded and unanimously resolved that the recommendation of the Management Committee be approved, that distribution of SD plasma be discontinued once there is no more demand and/or the inventory has been depleted, and that no more SD plasma be purchased from CBS.
13. Project follow up
13.2. Priority projects for 2002-2003
14. 2001-2002 Demographic report
The Executive Director highlighted the very low rate of positive virological test results among blood donors.
15. Risk management
15.2. Simian foamy virus: Letter from Health Canada
15.3. Monitored pathogens
It was proposed, duly seconded and unanimously resolved that Dr. Sylvain Jude Bélisle be appointed a member of the SMAC for a five-year term, effective today.
16.2. Resignation of Dr. Mark Wainberg as Safety Advisory Committee member and Chairperson and appointment of Dr. Bryce Larke as Committee Chairperson
16.3. Pre- and post-relocation inspection by the Blood Establishment Regulation Division (BERD)
16.4. Public Héma-Québec meeting of September 18, 2002
16.5. National Blood Safety Council meeting of September 12 and 13, 2002
16.6. Hemovigilance Committee
The recommendations from the first forum are available at the following Web site: www.msss.gouv.qc.ca/hemovigilance/recommandations
16.7. Joint meeting of the boards of directors of the Canadian Blood Services and Héma-Québec
16.8. Summary of the International Federation of Blood Donation Organizations (IFBDO) Conference held from May 22 to 26, 2002
The Donor Representative thanked Héma-Québec for its involvement with the Conference.
16.9. Summary of Scientific and Medical Advisory Committee (SMAC) meeting of May 16, 2002
The matter of intellectual property was discussed and, more specifically, negotiations with Université Laval to draft an agreement on intellectual property. The Committee recommended approaching the various universities.
16.10. Recognition of Dr. Louis Dufresne's work on the Board
17. Next meeting
M. Claude Pichette
Dr. Francine Décary