June

Minutes of the 45th meeting

Held in the Board Room at 4045 Côte-Vertu Boulevard, Saint-Laurent, Wednesday, June 18, 2003 at 2:00 p.m.

Present:
Mr. Raymond April
Mr. Robert Bédard
Ms. Sheila Comerford
Dr. Denis Cournoyer
Dr. Francine Décary
Dr. Marc Dionne
Dr. Jean Montreuil
Mr. Claude Pichette
Dr. Lucie Poitras
Ms. Cheryl Campbell Steer
Dr. Yves St-PierreAbsent: Dr. André Lebrun

Hemovigilance Committee observer:
Mr. Jean-Guy Lorrain

Guests:
Ms. Hélène Akzam, Director, Compensation and HR Policy
Mr. Roger Carpentier, Senior Director, Human Resources
Me Smaranda Ghibu, General Counsel
Mr. Guy Lafrenière, Senior Director, Administration and Finance
Ms. Suzanne Poirier, Meeting Assistant

1. Call to order
Mr. Claude Pichette acted as meeting chairperson. He welcomed the members present. Quorum was established, and the meeting was called to order at 2:00 p.m.

2. Adoption of the agenda
Motion to approve the agenda as presented. Seconded. Adopted unanimously.

3. Adoption of the minutes of the 44th meeting held on March 19, 2003
Motion to adopt the minutes of the 44th meeting of the Board of Directors held on March 19, 2003, as amended. Seconded. Adopted unanimously.

4. Unfinished business from the minutes of the 44th meeting
4.1 Report on collective agreement negotiations in Quebec City and Montréal: update
The Executive Director presented an update of the collective agreement negotiations.

Quebec City
Three unions, the Association professionnelle des technologistes médicaux du Québec (APTMQ), the Canadian Union of Public Employees (CUPE Local 1987) and the Canadian Union of Public Employees (CUPE Local 3817) signed their collective agreements on February 21, 2003, for a period of six years.

Negotiations continue with the Syndicat professionnelle des infirmières et infirmiers de Québec, which chose not to participate at the common bargaining table at the Quebec City facility.

Montréal
On March 3, 2003, the Canadian Union of Public Employees (CUPE Local 3807) signed its collective agreement for a period of five years.

The Union professionnelle des infirmières et infirmiers du Québec (UPIIQ), the Syndicat des techniciens(nes) de laboratoire d’Héma-Québec (CSN), the Syndicat des assistants(tes) techniques de laboratoire d’Héma-Québec (CSN) and the Syndicat des travailleuses et travailleurs d’Héma-Québec (CSN) have all ratified memorandums of agreement at their respective general meetings.

A report on the state of negotiations as well as the advantages of having proceeded with interest-based negotiations will be presented at the next meeting. FD

4.2 West Nile Virus: update
The Executive Director brought Board members up to date on the latest developments concerning West Nile virus (WNV).

Héma-Québec has established a special WNV Committee. This committee meets every week in order to be able to react very quickly to any situation.

The measures adopted by Héma-Québec in June 2003 are the following:

Supply

1. Of all blood donor clinics, 55% will be held outside zones considered to be “at risk.”
2. Since June 7, 2003, donors who have had a fever accompanied by headaches during the week preceding their planned blood donation will not be permitted to give blood for 56 days.Approximately 1 to 1.2% of donors will be affected by this exclusionary measure..

Screening test

1. The WNV screening test developed by Héma-Québec’s R&D Division will be introduced in Quebec City on June 17, 2003, and in Montréal on June 19, 2003.
2. Roche Diagnostics’ screening test for WNV will be implemented on July 1, 2003.

The representative for blood transfusion recipients indicated that the Canadian Hemophilia Society would issue a press release to draw attention to the efforts made by both Héma-Québec and Canadian Blood Services (CBS) to introduce a WNV screening test within the time allowed.

The Executive Director will present a review of the situation at the next meeting.

4.3 General and professional liability insurance coverage
On September 18, 2002, the Board of Directors requested that various coverage options be considered in order to control costs for general and professional liability insurance. Given the nature of the subject, the discussions were held behind in camera.

4.4 Compensation policies for Héma-Québec doctors: Morneau Sobeco report
The Director, Compensation and HR Policy, and the Senior Director, Human Resources, joined the meeting.

At its meeting of March 19, 2003, the Board of Directors asked Héma-Québec to finalize its policy for the compensation of doctors. To this end, Human Resources management asked Morneau Sobeco to conduct a market study. The market study on compensation for salaried doctors was presented to the members of the Board.

The markets used as reference points were CBS, the pharmaceutical market, America’s Blood Centers and the Québec public sector.

After discussion, a motion was introduced to adopt the resolution regarding the Compensation Policy for Héma-Québec Doctors. Seconded. Adopted unanimously.

The Director, Compensation and HR Policy, and the Senior Director, Human Resources, withdrew from the meeting.

5. Auditor General’s report
The Senior Director, Administration and Finance, joined the meeting.

The Chairperson of the Audit Committee indicated that the Audit Committee met with the office of the Auditor General on Wednesday, June 11, 2003. Three observations were noted:

Summary of variances
To give effect to the new accounting standards of the Canadian Institute of Chartered Accountants (CICA) that deal with the assessment of the internal control system, the office of the Auditor General noted discrepancies in the summaries of variances of the net assets as well as discrepancies in presentation. The Chairperson emphasized that it is a question of minor variances since their total is situated well below the materiality level of $5,000,000.

Wage system
A weakness was noted in wage controls. The Auditor General’s representative indicated that this observation has been recurring for a few years.

The Audit Committee Chairperson and members are also concerned by this situation. To this end, they asked for a random sampling of wage controls.

In light of the results obtained, the Audit Committee asked Human Resources management to adopt the necessary measures to remedy this situation. Furthermore, in order to be in a position to establish comparisons, the Audit Committee requested a second sampling covering the period from October to December 2003.

Capitalizable expenditure
The office of the Auditor General suggested that Héma-Québec management ensures its investment policy is respected with regard to capitalizable expenditures. The Audit Committee Chairperson concluded by adding that the observations noted will not be reprinted in the Auditor General’s report to the National Assembly, and that it was an unqualified report.

6. Adoption of Héma-Québec’s financial statements as at March 31, 2003
Management report as at March 31, 2003
The Senior Director, Administration and Finance, commented on the management report as at March 31, 2003.

In spite of an increase of 5% in volumes, Héma-Québec ended the year within the budget allocated by the Ministère de la Santé et des Services sociaux (MSSS) of $249,070,497 (compared to $241,921,208). The variance observed is in major part due to the fact that certain safety measures anticipated when the budget was drawn up were not required for the blood supply during 2002–2003.

He also presented the 2002–2003 budget figures for labile and stable products and made comments on the budget comparisons by major categories. The data related to new fixed assets for 2002–2003 were presented as well as the liquidity position as at March 31, 2003.

He also gave details for the table of budget variances that shows a favourable variance of $538,115 for the net labile total whereas the net total for the stable products represented a favourable variance of $6,745,614.

As for the fluctuation of liquidities as at March 31, 2003, $5,000,000 was taken from the line of credit. This situation related to the purchase of stocks of stable products from CBS that were transfered to Héma-Québec in March 2003.

Financial statements as at March 31, 2003
The Senior Director, Administration and Finance, presented the financial statements for the fiscal year ended March 31, 2003.

The Chairperson of the Audit Committee mentioned that the committee reviewed the financial statements at its meeting of June 11, 2003. The members of the Audit Committee recommended that the Board adopt the 2002–2003 financial statements as presented.

Board members expressed satisfaction with the presentation and congratulated the Senior Director, Administration and Finance, and all of his staff on their work in preparing the financial statements. Gratitude was also expressed to the members of the Audit Committee.

Motion to adopt the Héma-Québec financial statements for the year ending March 31, 2003, a copy of which is appended to the minutes. Seconded. Adopted unanimously.

Motion to designate Mr. Claude Pichette and Ms. Cheryl Campbell Steer as signatories of Héma-Québec’s financial statements for the financial year ended March 31, 2003. Seconded. Adopted unanimously.

Audit Committee Meetings
The Audit Committee held six meetings during the 2002–2003 fiscal year.
The Chairperson of the Audit Committee presented details for the major points discussed.

Fee structure for hospitals
The process of establishing a fee structure has begun. The Audit Committee was concerned about the financial repercussions on the cash flow. In order to maintain the cash flow at an acceptable level, the committee proposed that the money entries be carried out on a monthly basis. Based upon these discussions, the Supply Management and Finance Committee (SMFC) decided to create a system by which the MSSS would make payments on behalf of the hospitals directly to Héma-Québec at each period.

Exchange rate
Héma-Québec had budgeted the exchange rate for the American dollar at CA$1.575. Because of the increase in the Canadian dollar since the budget was tabled, the Senior Director, Administration and Finance, sees the possibility of a surplus for Héma-Québec.

Subsidy from the Ministère de la Santé et des Services sociaux
The Senior Director, Administration and Finance, indicated that the MSSS has revised the budget tabled by Héma-Québec for 2003–2004 downward by $3,000,000 without consultation. Héma-Québec management will communicate with the MSSS to express its concern about this decision.

The Chairperson concluded by indicating that this coming year the Audit Committee will concentrate on:

• the verification of salary payments;
• the new auditing principles;
• a new exchange rate policy.

7. Requests for fixed assets over $250,000
Two requests for fixed assets over $250,000 were tabled. They are for:

1. A project to improve the server and PC infrastructure.
2. Setting up Histo-Québec and the Public Cord Blood Bank as well as the purchase of computer equipment for the bone marrow registry.

Project to improve the server and PC infrastructure

The anticipated investment amount in the project is $1,049,000. The amount set aside in the 2003–2004 capital budget is $1,055,000. The anticipated reimbursement period is 2.9 years.

Members of the Board took note of the information submitted and approved the request.

Motion to:

• approve the request for fixed assets of more than $250,000 set aside for improving the server and PC infrastructure for a total investment of $1,049,000;
• authorize the signatory designated in the general by-laws according to the amount of each of the commitments, to sign all of the necessary documents including the agreements with the various suppliers for the improvement of the server and PC infrastructure and to take any other action judged necessary or desirable at his or her sole discretion, to give effect to this motion.

Duly seconded. Adopted unanimously.

Histo-Québec, Public Cord Blood Bank and bone marrow registry

This is a three-year plan with a total project investment in the order of $4,301,900. This amount includes $3,315,527 for Histo-Québec, $669,453 for the Public Cord Blood Bank and $316,920 for the bone marrow registry.

Board members read the information submitted, and approved the request.

Motion to:

• approve the request for fixed assets of more than $250,000 representing a total investment of $4,301,900 in order to set up Histo-Québec and the Public Cord Blood Bank, and to purchase computer equipment for the bone marrow registry. This amount is broken down as follows:
  • Histo-Québec: $3,315,527
  • Public Cord Blood Bank: $669,453
  • Bone marrow registry: $316,920
• authorize the signatory designated in the general by-laws according to the amount of each of the commitments, to sign all the necessary documents including the agreements with the various suppliers and to take any other action judged necessary or desirable at his or her sole discretion, to give effect to this motion.

Duly seconded. Adopted unanimously.

The Senior Director, Administration and Finance, left the meeting.

8. Regional Public Meetings
The Executive Director tabled the dates selected for the next three regional public meetings, all to be held in conjunction with a public Board meeting.

Board members will be approached to attend one of these meetings. The Executive Director requested that Board members note these dates and indicate their availability to the meeting assistant.

The Executive Director will submit draft agendas for these regional public meetings at the next Board meeting.

9. Annual inspection of Héma-Québec’s Montréal facility by the Blood Establishment Regulation Division (BERD) from March 10–14, 2003: observations and answers
Observations and answers to the annual inspection of the Montréal facility held from March 10–14, 2003 were tabled for information purposes.

10. Risk management
10.1 Pathogens under surveillance: update
The operating report of pathogens under surveillance updated on June 17, 2003, was tabled at the meeting for information purposes. Members took note of the changes to the table since the last meeting.

Three new pathogens have been added to the list: enterovirus, hepatitis E and severe acute respiratory syndrome (SARS).

Since April 9, 2003, as a precautionary measure with regard to SARS, donors who have travelled in zones considered to be at risk for SARS have been excluded for a period of 21 days.

10.2 Risk management policy
The General Counsel tabled the administrative directive dealing with risk management policy.

This directive had already been submitted to the Management Committee on April 3, 2003, and to the Liaison Committee on June 7, 2003. These two committees recommended its adoption.

Board members reviewed the directive and discussed it in detail.

They agreed on the importance of such a policy and on the fact that risk management must henceforward follow the steps outlined in the policy.

The Executive Director informed members that risk management would henceforward be listed as a statutory item on the Management Committee agenda. Furthermore, a risk management report should be presented to the Board once a year.

On the basis of the modifications to the document that were requested, it was moved that the administrative directive dealing with risk management be adopted. Duly seconded and adopted, with one abstention.

11. Ongoing projects for 2003–2004
The list of ongoing projects for 2003–2004 was presented by the Executive Director, and it is appended to these minutes.

12. Varia
12.1 Summary of meetings and conventions
It was proposed that Advisory Committee recommendations be systematically presented to the Board for action following the meetings of each of the Advisory Committees in question. Ideally, the approved minutes of these Advisory Committee meetings should be available to the Board.
SG/SP

• Advisory Committee on Safety—March 26, 2003 The Executive Director as well as the Board observer summarized the major points of discussion at the meeting held on March 26, 2003.
• Audit Committee Meetings—May 7 and June 11, 2003
  This item has already been discussed under item 6 on the agenda.
• Scientific and Medical Advisory Committee—May 21, 2003
  The Board representative summarized the major points of discussion at the last meeting held on May 21, 2003.

12.2 Re-appointment of Mr. Neville Galipeau of the Association générale des insuffisants rénaux and Ms. Sophie Tuysuzzian of the Société québécoise de la thalassémie as members of the Liaison Committee
Board members approved the re-appointment, for a period of three years, of Mr. Neville Galipeau of the Association générale des insuffisants rénaux and Ms. Sophie Tuysuzzian of the Société québécoise de la thalassémie.

Motion to re-appoint, for a period of three years, Mr. Neville Galipeau of the Association générale des insuffisants rénaux and Ms. Sophie Tuysuzzian of the Société québécoise de la thalassémie. Seconded. Adopted unanimously.

12.3 Marketing Personality 2003
Motion to congratulate Mr. Jacques Blais, Director, Marketing and Development, on being awarded Marketing Personality for 2003. Seconded. Adopted unanimously.

12.4 Marketing category for cultural and not-for-profit organizations
Motion to congratulate the Operations/Marketing division of Héma-Québec on taking top honours in the Marketing Category for cultural and not-for-profit organizations. Seconded. Adopted unanimously.

13. Next meeting
The next meeting will be held on Wednesday, September 10, 2003, at 2:00 p.m. at 4045 Côte-Vertu Boulevard in Saint-Laurent.

14. Adjournment
Unanimous decision to adjourn the meeting at 6:15 p.m.