September

Board Meeting 52nd Meeting

Sainte-Foy Boardroom Wednesday,
September 29, 2004 2:00 p.m.

Present:
Ms. Cheryl Campbell Steer
Ms. Hélène Darby
Dr. Francine Décary
Ms. Carole Deschambault
Dr. Marc Dionne
Mr. Christian Gendron
Dr. Jean-François Hardy
Dr. André Lebrun
Dr. Lucie Poitras

Absent:
Dr. Serge Montplaisir
Dr. Yves St-Pierre

Hemovigilance Committee Observer:
Mr. Jean-Guy Lorrain

Guests:
Ms. Hélène Akzam, Compensation and Benefits and Human Resources Policy Director
Ms. Djénane André, Meeting Assistant
Mr. Roger Carpentier, Vice-President, Human Resources
Mr. Simon Fournier, Vice-President, Information Technology
Me. Smaranda Ghibu, Vice-President, Legal Affairs
Héma-Québec
Mr. Julien Ponce, Morneau Sobecco

1. Call to order
Dr. André Lebrun acted as meeting chairperson. He welcomed the members present. Quorum was established, and the meeting was called to order at 2:07 p.m.

2. Adoption of the agenda
Motion to adopt the agenda with the addition of the item indicated below to Other Business:

10.1 – Hemovigilance Committee’s Public Forum
Seconded. Adopted unanimously.

3. Adoption of the minutes of the 51st meeting held on June 16, 2004
Motion to adopt the minutes of the 51st meeting of the Board held on June 16, 2004, with the requested changes. Seconded. Adopted unanimously.

4. Unfinished business from the minutes of the 51st meeting
4.1 Negotiations for the collective agreement with the Syndicat des infirmières et infirmiers de Héma-Québec (CSN) in Québec City: update
The conciliation process is continuing. Considering the end of the summer holiday period, the reduction in the number of blood drives in the Québec City region has been felt even more strongly by nurses. This measure also has an impact on other types of employees. This does not contribute to a favourable job atmosphere. Furthermore, in the absence of an agreement, Héma-Québec has decided not to grant any retroactive salary adjustment as provided for in the parity clause in the collective agreement. We anticipate a reaction by the nurses with regard to this topic. A general meeting is planned for October 3, 2004, but we anticipate that the collective agreement will not be approved. Nurses are still not applying any pressure tactics in the field.

4.2 2004–2005 grant from the Ministère de la Santé et des Services sociaux (MSSS)
The Health and Social Services Minister’s letter dated July 22, 2004, was distributed to Board members prior to the meeting. It confirmed the grant awarded to Héma-Québec for 2004–2005 in the amount of $279,387,200.00. This grant does not include grants for tissues or the Public Cord Blood Bank.

4.3 2004–2005 funding for “other services”
In spite of the fact that the Health and Social Services Minister does not mention the possibility of subsidizing the other services in his letter of July 22, 2004, the department’s directorate responsible for university and medical affairs is working with Héma-Québec to resolve this matter. The government’s goal is to grant Héma-Québec the mandate to be the supplier of all tissues including cord blood in Québec. The mandate will eventually be an exclusive mandate. The Minister is presently preparing the letter to confirm all of this.
Board members expressed their satisfaction with the progress being made and reminded all present that any new mandate awarded to Héma-Québec should be accompanied by a confirmation of the budget related to the mandate. Board members also expressed their approval of this expanded mandate.

4.4 Public regional meetings
The CEO submitted the Board’s suggestions to the Operations Division, and accordingly, the public regional meetings will be scheduled over a period of two years beginning in January 2005. They cannot, however, be combined with celebrations recognizing donors who have made 100 or more donations because these two events target very different populations and are already lengthy enough. Finally, all regions that could be merged have already been.
The Board extended its thanks to those members who have attended public regional meetings and, in particular, to Ms. Hélène Darby who attended each and every one of them.
The dates for the 2005 meetings will be distributed to Board Members at the December meeting.

5. Board business
5.1 Committee reports
5.1.1 Executive Committee meeting of September 16, 2004

The draft of the minutes of the Executive Committee meeting held on September 16, 2004, to discuss the terms for the Chair in Transfusion Medicine at the Université de Montréal was distributed to members for their consideration. No objections were made.

Dr Jean-François Hardy joined the meeting.

The Board was also informed that the CHUM Board has accepted the proposal for the Chair in Transfusion Medicine as adopted by Héma-Québec’s Executive Committee on September 16, 2004.

5.1.2 Audit Committee Meeting of September 8, 2004

The Chair of the Audit Committee presented the draft of the minutes of their meeting held on September 8, 2004.
The Audit Committee Chair tabled an amended version of the mandate for this committee. Discussion. Motion to adopt the revised mandate for the Audit Committee as proposed. Seconded. Adopted unanimously. It is appended to these minutes and forms an integral part of them.

The Audit Committee recommended that an independent person be named to receive complaints of a financial nature in accordance with the new audit rules and practices. In order to be able to protect the anonymity of complainants, it would be desirable for the person responsible for dealing with complaints to come from outside the organization. A member of the Board could fill this role. A more formal proposal will be tabled at a future meeting after consultation with the Audit Committee.

5.2 Héma-Québec Foundation
5.2.1 Amendments to the memorandum of understanding defining the relationship between Héma-Québec and the Héma-Québec Foundation

At its meeting held on June 16, 2004, the Board approved the protocol establishing the relationship between Héma-Québec and the Héma-Québec Foundation. The Board of the Héma-Québec Foundation would like to make several amendments to the protocol.
Discussion. Motion to amend Article 4 of the memorandum of understanding in order to grant the CEO of the Héma-Québec Foundation the power to agree to make donations not exceeding $5,000 each to a maximum of $25,000 per year inasmuch as these donations are directly related to the Foundation’s mission. Seconded. Approved unanimously.

Board members wish to review the agreement and the Foundation’s financial statements on an annual basis.

Board members also wish to ensure that the letters patent of the Héma-Québec Foundation include the duty to conduct an external audit on a periodic basis.

5.3 Amendments to the mandates of the Safety Advisory Committee, the Medical and Scientific Advisory Committee and the Liaison Committee
In order to clarify and formalize certain practices concerning the advisory committees, Board members proceeded to amend the mandates of these committees.
Motion to adopt the proposed amendments to the mandates of the Safety Advisory Committee, the Medical and Scientific Advisory Committee and the Liaison Committee as described in the appendix to these minutes and which form an integral part of them. Seconded. Adopted unanimously.

5.4 Appointment of members
5.4.1 Safety Advisory Committee

Board members heard the proposals for renewing the mandates of the members of the Safety Advisory Committee and proceeded to make said renewals.

Motion to renew the mandates of the members of the Safety Advisory Committee according to the terms set out in the table appended to these minutes and which form an integral part of them. Seconded. Adopted unanimously.

5.4.2 Medical and Scientific Advisory Committee

Board members heard the proposals for renewing the mandates of the members of the Medical and Scientific Advisory Committee and proceeded to make said renewals.
Motion to renew the mandates of the members of the Medical and Scientific Advisory Committee according to the terms set out in the table appended to these minutes and which form an integral part of them. Seconded. Adopted unanimously.

5.4.3 Research Ethics Committee

Board members heard the proposals for renewing the mandates of the members and appointing two new members to the Research Ethics Committee and proceeded to make said renewals and appointments.

Motion to renew the mandates of the members of the Research Ethics Committee and to appoint two new members to this committee according to the terms set out in the table appended to these minutes and which form an integral part of them. Seconded. Adopted unanimously.

5.5 Evaluation of the CEO’s performance
The invited guests and the CEO withdrew from the meeting.

A discussion was held behind closed doors. Motion to adopt the resolution entitled “CEO’s Evaluation and Performance for 2003–2004.” Seconded. Adopted unanimously.

6. Financial affairs
6.1 Management report to June 30, 2004
Board members received the Management Report to June 30, 2004, prior to the meeting. There were no questions.

6.2 Report of the Pension Committee on the management of the Pension Fund
Mr. Roger Carpentier, Mr. Julien Ponce and Ms. Hélène Akzam joined the meeting.

This report of the Pension Committee follows up on questions raised by the members of the Board at the June 16, 2004, meeting. A historical background to the file was presented. In 1998, during the transfer of Canadian Red Cross Society assets to Héma-Québec, it was not possible to completely resolve issues surrounding the pension fund. In the meantime, Héma-Québec has proceeded to establish a pension fund identical to that of the Canadian Red Cross Society and which covers all of its unionized and non-unionized employees.

It was only in June 2003 that the final settlement with the Red Cross was given effect with the transfer of Red Cross assets. In the meantime, improvements had been made to the plan and the negligence of the Red Cross with regard to the enrolment of some individuals had been rectified.

In March 2003, the Board of Directors decided to separate the Fund into two parts: a Fund for unionized workers and a Fund for non-unionized workers. At the same time, the Fund for non-unionized workers, which up until that time had been a defined contribution plan, was transformed into a defined benefit pension plan. A “banker’s” clause was inserted into the two pension plans. Other improvements were made to the plans at that time.

At present, the Héma-Québec Pension Committees are working on the revision of the investment policy and preparing governance rules. These rules will include semi-annual reports to the Board of Directors. They will also specify the roles and responsibilities of the various stakeholders. The guests answered Board members’ questions. Board members were satisfied with the presentation as well as the answers provided, and thanked the guests for their presentation.
Mr. Roger Carpentier, Mr. Julien Ponce and Ms. Hélène Akzam withdrew from the meeting.

6.3 Requests for capital expenditures in excess of $250,000
6.3.1 SIGRHQ (Integrated Human Resources Management System) Project

Mr. Simon Fournier and Mr. Roger Carpentier joined the meeting.
In response to a request by the Board, a progress report on the SIGRHQ Project was distributed to Board members prior to the meeting. This document establishes the total costs for the project in the amount of $3,675,052. The expected benefits are set out in detail. The guests answered questions put forward by Board members. Board members felt that the expected benefits have not been calculated in a conservative manner and as a result, the return on the investment presented will not be as high as described. Furthermore, Board members asked that the progress be reviewed by the Audit Committee, which will report to the Board after each one of its meetings.

Subject to periodic reviews by the Audit Committee, the project can proceed as proposed.

Mr. Simon Fournier and Mr. Roger Carpentier left the meeting.

6.3.2 Bacterial detection for individual platelets project

The executive summary for the Bacterial Culture of Platelet Concentrates project was tabled. It involves a request for capital expenditures in the amount of $702,737. The recurring expenses for this project amount to $1,988,324 for a grand total of $2,691,061 for the first year. Board members were informed that the contract for the two bacterial detection systems in the amount of $489,360 was signed on September 9, 2004, without the prior authorization of the Board. The Board is now being approached for a posteriori approval of this expense.
The Board authorized the above-mentioned expenses since they are related to a project to improve the safety of important products for Héma-Québec.

Motion to approve the following capital expenditures:

Seconded. Approved unanimously.

The contractual commitment for each of the expenses must be signed by the person authorized to sign to the maximum of the amount of the individual contract in accordance with Héma-Québec’s General Regulations.

7. Safety of the supply
7.1 Pathogens under surveillance: update
Board members’ attention was drawn to the changes in the table of pathogens under surveillance: hepatitis E and SEN-V.

Furthermore, the CEO informed Board members of the situation concerning variant Creutzfeldt-Jakob disease (“vCJD”). Over the last year, two cases of transmission by transfusion were detected in the United Kingdom. Following their detection, the United Kingdom’s public health system proceeded to evaluate the risk of contracting vCJD through the administration of stable products. Following this evaluation, the UK public health system decided to proceed with the notification of all individuals who had received stable products made with plasma from the United Kingdom between 1992 and 1998, particularly those individuals who had received coagulation products.

The Canadian Red Cross Society and subsequently Héma-Québec imported Factor XI produced by the British-based company BPL beginning in 1992. This product was manufactured from plasma taken from UK donors up until 1999. Héma-Québec has identified three patients who received these products in Québec. Since the United Kingdom notified these patients in order to inform them of the risks of transmission of this disease through surgical and dental instruments and limit the possible spread of vCJD, the question was asked as to whether we should proceed with the same notification in Canada. Following consultation with Canadian Blood Services, the Canadian Hemophilia Society and provincial Public Health officials, there is a consensus that we should proceed to notify the doctors of these patients. Public Health officials in Québec will decide on the necessity of informing patients of the precautions to take and will inform the few doctors affected by this notification. It was pointed out that the Factor XI distributed in Canada was not manufactured from the plasma of the nine British donors who subsequently developed vCJD.

Health Canada has not as yet taken a formal position on this notification exercise.

Board members agreed with management’s recommendation to proceed with the notification of the doctors of the three patients who received Factor XI made from British plasma through their attending physician.

7.2 West Nile Virus: a look back at the 2004 season
Board members were made aware of the letter from Health Canada dated August 31, 2004, which refused to grant Héma-Québec the right to stop testing for West Nile virus (WNV) at the end of the season. The CEO suggested that a new proposal be submitted to Health Canada to answer the concerns it raised in its August 31, 2004, letter on stopping WNV screening tests in winter. In order to preserve Héma-Québec’s right to appeal, however, a letter expressing Héma-Québec’s intention to appeal Health Canada’s decision will also be sent. This letter will be withdrawn as soon as the new submission is filed. If Héma-Québec’s second submission is refused, Héma-Québec will exercise all of its legal remedies where appropriate. The Board agreed with management’s strategy.
No positive donors were identified by the WNV screening tests during the 2004 summer period. Following the risk evaluation, the individual screening tests for WNV were stopped as of September 23, 2004. Mini-pool screening tests continue. To date this season, there has only been a single case of transmission of WNV by transfusion, and that occurred in Arizona.

8. Management report
8.1 Renewal of general and professional liability insurance coverage
The Vice-President, Legal Affairs, informed Board members that the liability insurance coverage had been renewed this year without any change either to coverage or to premiums.

9. Tabling of documents
The documents referred to in the agenda were tabled for information purposes. Board members had no questions about them.

10. Other business
10.1 Hemovigilance Committee’s Public Forum
The Hemovigilance Committee’s Public Forum will be held on November 12, 2004, in Montréal. The topic of the forum is the following: “Transfusion safety: at what price?”

11. Next meeting
The next meeting will be held on Wednesday, November 17, 2004, at the Montréal establishment.

12. Adjournment
Unanimous decision to adjourn the meeting at 5:30 p.m.