4045 Côte-Vertu Boulevard
Wednesday, December 14, 2005 at 2:00 p.m.
Mr. Jean-Pierre Allaire
Ms. Cheryl Campbell Steer
Ms. Hélène Darby
Dr. Francine Décary
Ms. Carole Deschambault
Dr. Marc Dionne
Mr. Christian Gendron
Dr. Jean-François Hardy
Mr. Jean-Guy Lorrain (Hemovigilance Committee observer)
Dr. Serge Montplaisir
Dr. Lucie Poitras
Dr. Pierre Ouellet
Ms. Djénane André, meeting assistant
Me. Smaranda Ghibu, Vice-president, Legal Affairs
Mr. Guy Lafrenière, Vice-president, Finance and Administration, Héma-Québec
1. Call to order
Ms. Cheryl Campbell Steer acted as meeting chair. She 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 adopt the agenda, with the following points added:
- 6.2.1 Appointment of the chair of the Audit Committe
- 6.9 Directors' liability
- 6.10 End of Mr. Jean-Guy Lorrain's mandate as Hemovigilance Committee observer
- 6.11 Congratulations on the appointment of Mr. Jean-Pierre Allaire as Vice-president of the Ordre des comptables agréés
Seconded. Adopted unanimously
3. Adoption of the minutes of the 58th meeting held on October 5, 2005
Motion to adopt the minutes of the 58th meeting of the Board held on October 5, 2005, with a minor correction. Seconded. Adopted unanimously.
4. Unfinished business from the minutes of the 58th meeting
4.1. Corporate governance: Members' self-evaluation
The compilation of the survey results was presented. There was detailed discussion on the points that obtained the lowest scores:
- Independence of the Board from management: Despite the low score obtained, members do not consider there to be a problem regarding their independence from management. For example, when they want to discuss a specific subject, they have no difficulty adding points to meeting agendas.
- Training: A plan will be presented at the next Board meeting.
- Code of Ethics: The Code of Ethics will be reviewed by members once a year at the first meeting following the start of the financial year.
- Integration of new members: The members want to meet with the vice-presidents and hope that the integration will be "ongoing." Moreover, special attention was requested regarding the technical language used by the vice-presidents when presenting issues to the Board.
- Deadline for sending documents to members: The members are satisfied with the deadlines and do not want to change the bylaws in this regard.
As to the self-evaluation questionnaire itself, the members consider it adequate.
The frequency of self-evaluations remains to be established.
4.2. Governance training program offered by the Collège des administrateurs
The CEO explained the training available to members (Collège des administrateurs, HEC, Ordre des administrateurs agréés).
There will be a follow-up at the next meeting.
4.3. Letter from the MSSS announcing the repatriation of surpluses and cuts in the budget, and Héma-Québec's response
Members read the letter from the Minister of Health and Social Services, dated October 19, 2005, and the reply to this letter by the chair of the Board, dated November 23, 2005. The letter of November 23 has not yet been answered.
Also, members again discussed the fact that there has been no confirmation from the government regarding funding for tissues and cord blood. The CEO was asked to follow up with the appropriate persons at the MSSS.
4.4. Insurance program
Since the last meeting, the decision document presented to the Board has been sent to the Assistant Deputy Minister for Public Health who gave a favourable reply. He forwarded the document to Legal Affairs at the Ministère de la santé, which also gave a favourable opinion on this subject. Moreover, the file was presented to the Hemovigilance Committee at its meeting of November 17, 2005, and again it received a favourable opinion. The Blood System Secretariat coordinator informs us that the file will be presented to the Minister in January 2006. A follow-up will be done once new developments occur.
5. Financial affairs
The Vice-president, Administration and Finance joined the meeting.
5.1. Approval of 2006-2007 pricing by Approvisionnement Montréal
The approval letter from Approvisionnement Montréal for the proposed pricing of labile and stable products for 2006-2007 having been distributed in advance to the members, the latter congratulated the finance team on the good work done and the results obtained.
5.2. Management report as at September 30, 2005
Comments were made on the management report for September 30, 2005. The Vice-president, Administration and Finance told members that the amounts the Minister announced he was going to repatriate will be divided into installments in February and March 2006. The additional surplus expected for 2005-2006 should be around $8 million, and could cover the operating costs of the Human Tissues and Cord Blood Bank divisions. Also, the Finance department calls representatives of the Blood System Secretariat every two months to remind them that the tissue funding file is not yet resolved. One member requested that the financial data presented to the Board be the most recent possible.
5.3. Défi-ÉTAPES: Current situation
The efforts of the 2005-2006 Défi-ÉTAPES should, if the trend is maintained, result in a price of $399.29 for a unit of blood for the current year. Following efforts made under the 2006-2007 Défi-ÉTAPES, the price for a unit of blood next year should be $412.72, i.e., $0.03 less than the price presented to and agreed by Approvisionnement Montréal ($415.54) for a budget based on 230,000 units of blood. The expected savings of $2.9 million as a result of 2006-2007 Défi-ÉTAPES should mean that the price of $412.72 would be below that of the IPC. Given the sustained efforts for the three budget years mentioned above, it is expected that the 2007-2008 Défi-ÉTAPES will be more difficult to realize.
5.4. Approval of capital budget requests
The members read the documents submitted in advance on the request for the price increase for the PROMINI project. When the PROMINI project budget was presented to the Board in November 2004, the former had been developed following the preliminary study phase. During the design phase, the new features identified in PROGESA 4.4.g were analyzed, debated and finally approved by the Steering Committee (COPI). The final project thus comprises 18 additional requests for improvements that require development work by MAK System. In the initial budget, a 25% contingency ($103,000) was set aside for consultation fees. However, the 18 requests for development amount to $694,000, of which $245,000 stem directly from the installation of ISBT 128, which is a security project. On top of these MAK System development costs, there are additional costs due to the extension of the project by five months. Also, a direct return on investment related to these developments is calculated at $374,000 over a period of five years, i.e., the lifespan of the software package. Lastly, of the amount of $694,000, only $369,000 presents an additional cost, i.e., not budgeted.
After discussion, the Board approved the amendment to the project as described above and allocated the additional amount of $694,000 under the following conditions:
- The non-budgeted amounts must be recovered from the overall budget approved by the Board.
- This project will be monitored by the Audit Committee at each of its meetings.
- At the end of the project, the Audit Committee will examine the return on investment.
5.4.2 Renovation of the exterior envelop at 4045 Côte-Vertu Boulevard
The members read the document distributed in advance concerning the renovation of the facade of the building at 4045 Côte-Vertu. The goal is to structurally secure the facade of the building and ensure it is watertight. A public request for proposals was launched in November 2005, and based on its results, the capitalized cost for the work and for the professional fees amounts to $1,500,850, including a contingency of approximately 8%. There is a shortfall of $45,000 in the budget approved to complete this project at the above-mentioned cost.
Following discussion, motion proposed to proceed with renovation of the building facing at 4045 Côte-Vertu at the total cost of $1,500,850. Seconded. Adopted unanimously.
That the CEO be and is hereby authorized to sign all necessary documents to implement this resolution.
That the amount of $45,000 that exceeds the budget already approved be recovered from the general capital budget and thus have no impact on the budget approved by the Board.
5.4.3 Acquisition of a laboratory information system: LIS
Members had an opportunity to read the document presented concerning the purchase of a laboratory information system (LIS). Members' questions were answered. The system's purchase price was already covered by the 2005-2006 ($235,000) and 2006-2007 ($250,000) budgets, for a total of $485,000. Based on an overview of the market, the LIS could cost more, and since this project must be harmonized with PROMINI, the deadline is very tight. Despite the Committee's efforts, the request for proposals process could not be completed in time for this Board meeting. Also, given the PROMINI schedule, it was impossible to wait for the next Board meeting. Accordingly, an additional amount of $65,000 was requested from the Board to be able to commit Héma-Québec up to a maximum of $550,000 to purchase the LIS.
After discussion, motion proposed to purchase a laboratory information system (LIS) for a maximum amount of $550,000. If, after opening the bids, the amount is higher than $550,000, Héma-Québec will convene the Executive Committee, which could then agree to an additional expenditure of $100,000 for a total price of $650,000 for the LIS. Seconded. Adopted unanimously.
That the CEO be and is hereby authorized to sign all necessary documents to implement this resolution.
That any amount exceeding the budget already approved be recovered from the general capital budget and thus have no impact on the budget approved by the Board.
The Vice-president, Administration and Finance left the meeting.
6. Board affairs
6.1. Election of a chair
Ms. Cheryl Campbell Steer, after giving it due consideration, decided to agree to submitting her name as chair of the Board of Directors of Héma-Québec. The members then elected her unanimously.
Motion proposed to elect Ms. Cheryl Campbell Steer as chair of the Board of Directors of Héma-Québec for a period of two (2) years, but not exceeding the term of her mandate as director. Seconded. Adopted unanimously.
6.2. Election of a vice-chair
Since Ms. Cheryl Campbell Steer left the position of vice-chair vacant, and Dr. Lucie Poitras had since acted as interim, the members proposed that she be officially elected to the position of vice-chair.
Motion proposed to elect Dr. Lucie Poitras as vice-chair of the Board of Directors of Héma-Québec for a period of two (2) years, but not exceeding the term of her mandate as director. Seconded. Adopted unanimously.
6.2.1 Appointment of chair of the Audit Committee
Ms. Cheryl Campbell Steer told members that as chair of the Board, she could not continue her mandate as chair of the Audit Committee and proposed Jean-Pierre Allaire to replace her.
Motion proposed to elect Jean-Pierre Allaire as chair of the Audit Committee. Seconded. Adopted unanimously.
6.3. Performance evaluation of the CEO
The performance evaluation of the CEO was conducted behind closed doors, and the CEO and guests withdrew from the meeting for this point.
Following a closed-door discussion, motion proposed to adopt the resolution entitled "Performance evaluation of the CEO for 2004-
2005." Seconded. Adopted unanimously.
6.4. Authorization grid for signatories – annual review
The members read the changes to the expenditures authorization grid that is part of Héma-Québec's general bylaws. The changes were accepted, while adding a note in the column "Inventory adjustment," to reflect the inventory count procedures in effect at Héma-Québec.
Motion proposed to adopt the authorization grid for signatories, with the change requested as appended hereto and to be an integral part thereof. Seconded. Adopted unanimously.
6.5. Executive Committee: Appointment of two members
According to the Act respecting Héma-Québec and the Hemovigilance Committee, the Executive Committee must comprise five (5) directors, including the president, vice-president and secretary. Accordingly, two (2) vacant positions on the Executive Committee need to be filled.
Members proposed Ms. Hélène Darby and Mr. Christian Gendron, who agreed to sit on the Executive Committee.
Motion proposed to appoint Ms. Hélène Darby and Mr. Christian Gendron as members of the Executive Committee until the end of their mandate as directors. Seconded. Adopted unanimously.
6.6. Scientific and Medical Advisory Committee
6.6.1 Appointment of Dr. Julie Audet as a member of the Scientific and Medical Advisory Committee
The mandate of Dr. James Piret as member of the Scientific and Medical Advisory Committee had expired and he notified the Board that he did not wish to be reappointed to this committee. However, he suggested Dr. Julie Audet to replace him. Members read Dr. Audet's résumé and considered that she could make an interesting contribution as a member of said committee.
Motion proposed to appoint Dr. Julie Audet, Ph.D., as a member of the Scientific and Medical Advisory Committee for a period of five (5) years. Seconded. Adopted unanimously.
6.6.2 Recommendation stemming from the meeting of November 23, 2005 concerning the in vitro platelet project
Members read the Committee's recommendation for its meeting of November 23. Since the SMAC will evaluate the IvIg project at its spring 2006 meeting and will subsequently make definitive recommendations on the continuation of the two projects or on the priority of one or the other, members will await the recommendation of the Scientific and Medical Advisory Committee before deciding on this subject.
6.7. Annual review of the protocol establishing relations between Héma-Québec and the Héma-Québec Foundation
Members read the changes to the protocol establishing relations between Héma-Québec and the Héma-Québec Foundation. The Foundation undertook to repay advances made by Héma-Québec once its holdings had reached a certain level. This level has now been reached. Accordingly, the parties must agree on the repayment conditions,
6.8. Distribution of documents to members
Members were asked if they preferred to receive meeting documents by e-mail or to have them delivered by messenger. Members preferred to receive the documents by messenger. There was therefore no change to the procedures.
6.9. Directors' liability
One member proposed that Héma-Québec management sign a statement at each Board meeting certifying that certain laws that incur directors' liability are respected and that the liability insurance policy for directors and managers is still in effect. After discussion, members accepted this proposal.
Motion proposed that management table at each Board meeting the duly completed management statement. Seconded. Adopted unanimously.
Members also asked for a presentation on the laws that incur the directors' personal liability.
6.10. End of Mr. Jean-Guy Lorrain's mandate as Hemovigilance Committee observer
Mr. Jean-Guy Lorrain, observer appointed by the Hemovigilance Committee, announced that his mandate as a member of the Hemovigilance Committee was ending and, accordingly, his status as observer on the Héma-Québec Board of Directors was also ending.
The Board thanked Jean-Guy Lorrain for his commitment to the Board. The CEO especially thanked Jean-Guy Lorrain for his degree of commitment during the creation of Héma-Québec and also as a founding member of the Association of Blood Donation Volunteers.
6.11. Congratulations on the appointment of Mr. Jean-Pierre Allaire as Vice-president of the Ordre des comptables agréés
The chair of the Board of Directors congratulated Mr. Jean-Pierre Allaire on his appointment as Vice-president of the Ordre des comptables agréés.
Members congratulated Mr. Allaire on his appointment.
7. Primary civil liability insurance
Members read the decision document concerning primary civil liability insurance and the recommendation to stay with the program of the Association québécoise d'établissements de santé et de services sociaux (AQESSS). Given that membership in the AQESSS program still presents substantial benefits, and the inability to obtain alternative insurance coverage for the first $4 million at a reasonable price, the Board ratified the recommendation of the Management Committee, i.e., to remain with the AQESSS.
Motion proposed to ratify the recommendation of the Héma-Québec Management Committee described above regarding primary civil liability insurance. Seconded. Adopted unanimously.
8. Safety of the supply
8.1. Pathogens under surveillance: Update
The list of pathogens under surveillance was presented. Following a discussion, the members wanted WNV to be reinstated on the list.
8.2. Health Canada's observations and Héma-Québec's replies following the inspection of the Cord Blood Bank/Bone Marrow and Peripheral Stem Cell Donor Registry
8.3. Health Canada's observations and Héma-Québec's replies following inspection of the Montréal facility from October 24 to November 2, 2005
These point were discussed together.
Health Canada's observations and Héma-Québec's replies following inspection of the Cord Blood Bank/Bone Marrow and Peripheral Stem Cell Donor Registry and following inspection of the Montréal facility from October 24 to November 2, 2005 were tabled for information purposes. It was noted that certain actions proposed in Héma-Québec's replies have not yet been implemented, since their implementation date was later than the date of this meeting. A follow-up was therefore requested for the next meeting to determine whether the actions had been implemented.
8.4. Preparation of Héma-Québec for a possible influenza pandemic
The table of contents of a Héma-Québec preparedness plan for a possible influenza pandemic was tabled at the meeting. The plan is still in development. It will be presented to the Board once it has been finalized and will be sent to the public health representative as soon as it has received internal approval from Héma-Québec.
9. Management report
9.1. Closure of Vision 1998-2005
The CEO gave background on Vision 1998-2005, which stated that Héma-Québec would become the North American leader in its field by 2005. She listed the concrete actions that enable Héma-Québec to state that this vision has been attained.
9.2. Presentation of the 2005-2010 vision statement
The CEO described the process which led to the drafting of Vision 2005-2010, specifically the creation of a committee of directors, employee consultation, the receipt of employees' suggestions by the Management Committee and the drafting of the vision statement by the Management Committee. The vision was unveiled during the Halte-Ressources days and it is now presented to the Board.
Vision 2005-2010 reads as follows: "Héma-Québec is driven by the commitment, support and recognition of its employees as well as the trust of its partners to remain the standard of quality and innovation with respect to the safe procurement of blood products, human tissues and stem cells."
The Board agrees with the proposed vision.
9.3. Reports on the Halte-Ressources days
The CEO submitted a report on the Halte-Ressources days that were held on November 21 and 30, 2005 in Montréal and November 28, 2005 in Québec City. These days were designed and organized by an organizing committee made up entirely of employees from all departments. The committee was assisted by Public Affairs employees. The Halte-Ressources days dedicated the morning to the closure of Vision 1998-2005 and the afternoon to Vision 2005-2010 and to the presentation of recommendations of the Work-Life Balance Committee. The evaluation forms for these days showed considerable employee satisfaction.
Members congratulated the Halte-Ressources organizing committee for its excellent work.
9.4. Consensus conference on plasma self-sufficiency (final program)
The final program for the consensus conference on plasma self-sufficiency had been sent to members. They were encouraged to actively participate, since this was an activity that could have a long-term impact on Héma-Québec.
9.5. Preliminary report on the regional public meetings
The regional public meetings have ended for the year. In 2005, there were 10 meetings and 862 people attended, of whom 102 were not volunteers on the 168 blood drive organizing committees. Four Board members attended the meetings. The meetings generated 26 articles in the print media and 17 spots in the electronic media.
The evaluation forms showed that these meetings were very well received by the participants.
9.6. Claim from a MSM
Héma-Québec was served with notice for a case in Small Claims Court by a man who claims he suffered damages by having been banned, further to the exclusion criterion of men having had sexual relations with other men since 1977. Héma-Québec will contest this claim and will call Health Canada as a third party to the complaint in order to be able to present a complete solution. Calling a third party to the complaint will probably result in the case being sent to Superior Court.
10. Tabling of documents
10.1. Report by the Héma-Québec Foundation
The Héma-Québec Foundation report was distributed in advance for information purposes.
10.2. Info Héma-Québec Volume 8 – October 2005
This document was sent to members for information purposes.
11. Next meeting
11.1. Benefit evening – Fête de la vie 2006
The members were informed of a benefit evening for the Fonds Patrick Bérard at the Héma-Québec Foundation that will take place on February 16, 2006. All members are invited to attend.
12. Next meeting
February 16, 2006
Unanimous decision to adjourn the meeting at 6:50 p.m.