December

Board of Directors – 65th meeting

Boardroom, Borough of Saint-Laurent
Wednesday, December 13, 2006 at 1:00 p.m.

Present:
Cheryl Campbell Steer
Dr. Martin Champagne
Hélène Darby
Dr. Francine Décary
Carole Deschambault
Christian Gendron
Dr. William K. Li Pi Shan
Dr. Lucie Poitras
Dr. Pierre Ouellet
Wilson Sanon (Hemovigilance Committee observer)

Absent:
Jean-Pierre Allaire
Dr. Marc Dionne
Dr. Serge Montplaisir

Guests:
Julien Ponce, representative, Morneau Sobeco
Hélène Akzam, Director, Compensation and Benefits and Human Resources Policy
Roger Carpentier, Vice-president, Human Resources
Mtre. Smaranda Ghibu, Vice-president, Legal Affairs
Guy Lafrenière, Vice-president, Administration and Finance
Gilbert Rodrigue, meeting assistant Héma Québec

1. Call to order
Cheryl Campbell Steer acted as meeting chair. She welcomed the members present.

Quorum was established, and the meeting was called to order at 1:05 p.m. After opening the meeting, the members of the Board of Directors participated in a training session entitled “The strategic role of the Board of Directors,” given by François Geoffrion, speaker from the École nationale d’administration publique. They declared themselves satisfied with the training.

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

3. Adoption of the minutes of the 64th meeting of October 4, 2006, including closed-door discussions
Motion to adopt the minutes of the 64th Board meeting held on October 4, 2006, as amended. Seconded. Adopted unanimously.

Motion to adopt the minutes of the in-camera discussions held at the 64th meeting on October 4, 2006, as presented. Seconded. Adopted unanimously.

4. Business stemming from the 64th meeting on October 4, 2006
The members reviewed the document. They made changes to the schedules and agreed to discuss the following points at the meeting of February 14, 2007:

• Reinvestment of revenues from intellectual property: Presentation on the limited partnership model and alternatives.
• PCO: Presentation on the major risk assumptions and solutions to manage them.
• Reflection on the costs of blood safety.

5. Financial business
The Vice-president, Administration and Finance, joined the meeting.

5.1 Management report of September 30, 2006, indicators as at October 31, 2006, and statistics as at November 30, 2006
The management report of September 30, 2006, and the indicators as at October 31, 2006, were presented.

The statistics as at November 30, 2006, show surplus earnings of $15,783,000 for the first eight months of the financial year. The Vice president, Administration and Finance, answered the members’ questions.

The Vice-president, Administration and Finance left the meeting.

5.2 Approval of rates for 2007-2008 (Approvisionnements Montréal)
Approvisionnements Montréal confirmed in a letter dated November 10, 2006, that the rates tabled for 2007-2008 were ratified without amendment.

5.3 Letter from the Minister concerning the budget
In a letter dated November 28, 2006, addressed to the Chair of the Board of Directors, the Minister of Health and Social Services explained the reasons behind a $10 million reduction in the 2006-2007 budget. The Minister praised the competence and stringency of the Héma-Québec management team, but did not address the Board’s request, i.e., that it would like to be consulted about any changes made to the approved budget.

The Chair of the Board of Directors and the CEO will draft a response letter to the Minister.

5.4 Report on the status of the pension fund and the actuarial valuation
The following people joined the meeting: The Vice-president, Human Resources, the Director, Compensation and Benefits and Human Resources Policy, and the representative from Morneau Sobeco.

The Vice-president, Human Resources, briefly presented the history and context of the file. He reiterated that Héma-Québec has implemented two defined-benefit pension plans, i.e., a plan for unionized personnel and a plan for management, professional, technical and administrative support personnel at Héma-Québec.
The report on the status of the fund as at October 31, 2006, enables us to conclude that:

• The managers’ performance since the start of their mandate (1 year) is consistent with their style and should be assessed over a longer period in order to draw conclusions;
• Relative performance (i.e., compared with that of the markets) has improved in recent months;
• Absolute performance is very good (11.3% over the past year).

Regarding actuarial valuations as at December 31, 2005, we note that the plan for unionized personnel is presenting a surplus, whereas the plan for management, professional, technical and administrative support personnel is presenting a slight deficit, which will be compensated by way of employer contributions. This deficit stems from the conversion to the defined-benefit pension plan by a certain number of employees previously on the defined-contribution pension plan.

The members' questions were answered. They declared themselves satisfied with the presentation.

The following people left the meeting: The Vice-president, Human Resources, the Director, Compensation and Benefits and Human Resources Policy, and the representative from Morneau Sobeco.

6. Board business
6.1 Governance
6.1.1 Training: Good governance (at 1 p.m.)
This point was discussed after the meeting was opened.

6.1.2 Report by the Governance Committee
The Chair of the Board of Directors summarized the subjects discussed at the Governance Committee meeting held December 13, 2006. The following points were discussed:

• Member files (renewal and duration of mandates) and information to include in the annual report.
• Duration of mandates: The Committee would like a better rotation schedule to avoid too many mandates expiring simultaneously.
• Bill 53 “Loi sur la gouvernance des sociétés d'État et modifiant diverses dispositions legislatives” [Act respecting the governance of government corporations and amending various legislative provisions]: Héma-Québec meets or exceeds the requirements of the Bill, even though Héma Québec is not governed by the latter. Discussions on this topic are ongoing.
• Member self-evaluations: The next member self-evaluations will take place in June 2007.
• Governance Committee: Another independent Board member is needed to sit on this Committee, as well as a member to eventually occupy the position of Committee Chair.

6.1.2.1 Mandates of the Audit, Governance, and Compensation and Benefits and Human Resources Committees
The Chairs of the Board of Directors and the Audit Committee will continue their discussions on this topic. They will indicate their conclusions to the members at the next Board meeting.

6.1.2.2 Review of points having obtained low scores during the June 2005 self-evaluations
The points that obtained the lowest scores during the 2005 self evaluations are the following, with a summary of measures taken since the survey:

• Independence of the Board of Directors from management: The agenda now includes a point of order enabling discussion in the absence of management. Moreover, the Chair invited the members to add points to the agenda when they are sent the preliminary version.
• Training: Training sessions on governance were given by the ENAP. The Governance Committee will inform the members of any new and relevant training.
• Code of ethics: It was revised in-depth. It will be reviewed once a year at the first Board meeting after the start of a new financial year. All members signed the commitment regarding the code.
• Orientation of new members: The two new directors enjoyed the orientation day, specifically the meetings with the CEO and the vice-presidents.
• Time required to send documents to directors: The members said they were satisfied with the time allowed, i.e., seven days prior to the meeting.

The members are satisfied with the improvements that have been made.

6.1.3 Discussion on the decree regarding remuneration of members
The members discussed this point based on a comparative pay scale for Board members in various corporations.
Recall that Héma-Québec pays members a lump sum amount to compensate for loss of salary, in compliance with the government decree.

After discussion, the members agreed to review this issue at a later date.

6.2 Annual review of the agreement protocol between Héma Québec and the Héma-Québec Foundation
The agreement protocol was respected. The cash advances were reimbursed. The agreement protocol is automatically renewed on April 1 of each year.

The members expressed satisfaction with the protocol as presented.

6.3 Safety Advisory Committee and Liaison Committee: Recommendations
The recommendations made by the Safety Advisory Committee during the meetings of July 26 and November 6, 2006, were presented. These recommendations were also ratified by the Liaison Committee at its meeting of November 18, 2006.

Chagas disease: The Committee recommended that Héma Québec prioritize the issue of Chagas disease and monitor all developments related to the latter, more specifically the approval of a screening test by Health Canada. Note that the risk in Canada is very limited.
The test will be approved in the United States in December 2006, and several blood suppliers will implement it in the following months.

Motion to ratify the recommendation by the Safety Advisory Committee and the Liaison Committee regarding Chagas disease. Seconded. Adopted unanimously.

Christian Gendron abstained due to his professional ties with Ortho, supplier of the Chagas disease screening test.

HHV-8: Following a literature review and risk assessment, the Advisory Committee and the Liaison Committee feel that no additional measures are needed at this stage.

Motion to ratify the Safety Advisory Committee’s recommendation regarding HHV 8. Seconded. Adopted unanimously.

Changes to certain selection criteria for tissue donors: Men who have sex with men (MSM), intravenous drug users and sexual relations in exchange for money: The Canadian standard governing human tissue donation stipulates the exclusion of a donor if he/she has participated in any one of these activities in the five years preceding the donation, as opposed to the 30-year exclusion of blood donors. However, when inaugurating its human tissue department, and to ensure strict harmonization within the company, Héma-Québec adopted this latter criteria to qualify tissue donors. Notwithstanding, this decision raised difficulties with other groups such as Québec-Transplant, which uses the qualification criterion in the standard to accept these donors.

The Management Committee recommended that the Safety Advisory Committee and the Liaison Committee adopt the criteria in the standard. After discussion, these two committees recommended adoption of the proposed changes in order to harmonize Héma-Québec’s criteria with those of the industry. The Committees feel that this change does not increase the risk of transmitting the virus through human tissue.

Motion to ratify the recommendation by the Safety Advisory Committee and the Liaison Committee regarding the selection criteria for tissue donors. Seconded. Adopted unanimously.

6.4 Appointment of Committee members
The résumés of the members were presented briefly.

6.4.1 Research Ethics Committee: Michel Morin
Michel Morin’s candidacy was submitted as a Liaison Committee representative to the Research Ethics Committee and a substitute ethicist.

Motion to appoint Michel Morin as Liaison Committee representative to the Research Ethics Committee and substitute ethicist for a mandate of five (5) years. Seconded. Adopted unanimously.

6.4.2 Safety Advisory Committee: Dr. Margaret Fearon
Canadian Blood Services submitted Dr. Margaret Fearon’s candidacy as a member of the Safety Advisory Committee.

Motion to appoint Dr. Margaret Fearon as a member of the Safety Advisory Committee for a mandate of five (5) years. Seconded. Adopted unanimously.

6.4.3 Scientific and Medical Advisory Committee: Chair in Transfusion Medicine
Dr. Jean-François Hardy’s candidacy was submitted as a member of the Scientific and Medical Advisory Committee. This appointment will establish a link between Héma-Québec and the Chair in Transfusion Medicine at Université de Montréal, and bring clinical expertise to the Scientific and Medical Advisory Committee.
Motion to appoint Dr. Jean-François Hardy as a member of the Scientific and Medical Advisory Committee for a mandate of five (5) years. Seconded. Adopted unanimously.

6.4.4 Liaison Committee: Mtre. Sarah Trudeau, (Conseil pour la protection des maladies)
Mtre. Sarah Trudeau’s candidacy was submitted as a member of the Liaison Committee.

Motion to appoint Mtre. Sarah Trudeau as a member of the Liaison Committee for a mandate of five (5) years. Seconded. Adopted unanimously.

6.5 Promotion of blood donation in schools
The project to promote blood donation in schools was presented; note that it has already generated a great deal of interest among elementary and high school teachers. Blood drives in schools have proven very successful and help develop the culture of volunteerism in young people. The members were very enthusiastic about this project.

Motion to submit a request to the Board of Directors of the Héma Québec Foundation to implement this project. Seconded. Adopted unanimously.

The members asked for a report on the project results.

7. Safety of the blood supply
7.1 Pathogens under surveillance
The report of pathogens under surveillance was updated after the Advisory Committee meeting on November 6.

The members asked to be given a summary of the influenza pandemic preparedness plan at the next Board meeting.

8. Management report
8.1 Management statement
The members read the document and expressed their satisfaction.

8.1.1 OHS
The discussion took place behind closed doors.

8.2 2006-2007 activities
The CEO described the activities for 2006-2007 and answered the members’ questions. She stated that the strategic plan will be finalized in a few months. She drew the members attention to the following points:

• Collection of platelets by apheresis: The objective is expected to be achieved.
• PROMINI: The project has been delayed due to simultaneous implementation of SILQ, unexpected complications, poor planning of certain resources and various management problems. The advantage of this delay is that alignment with Traceline is now feasible. The project is now scheduled for completion in June 2007, training of all personnel in September 2007 and commissioning on November 3-5, 2007. The resulting cost overruns will be submitted to the Audit Committee.
• The request for proposals for stable products in collaboration with CBS will be launched in early 2007.
• Analysis of the survey on the work/personal life balance pilot project (impacts on productivity and level of absenteeism) is in progress and will be submitted to the Management Committee shortly.
• Défi-ÉTAPES: A new component of Défi-Étapes will enable us to save close to $700,000 in 2007-2008.

Moreover, a first draft of the backup plan for senior management (president and vice-presidents) will be tabled at the next Board meeting.

Dr. Martin Champagne left the meeting.

8.3 Bill 45: Compensation plan
The principle was adopted by the National Assembly.
However, we think that the Bill will only be adopted next spring due to the early closure of the parliamentary session.

8.4 Change in status
The members discussed the decision document tabled at the meeting in October 2006.

Certain members raised the issue of the financial impacts of such a change, specifically the billing system to hospitals (third-party payers). It was agreed to discuss these impacts with the Vice president, Administration and Finance.

Management will then determine if the time is right to submit a request to the Contrôleur des finances (provincial financial controller) so that Héma-Québec can switch from the status of government agency to government corporation.

Motion to adopt the decision document DD 06-15. Seconded. Adopted unanimously.

9. Tabling of documents
The members read the various documents tabled in relation to the following points in the agenda.

9.1 Research Ethics Committee – Tabling of reports
9.2 Info Héma-Québec Express
9.3 Press release: 12th Université de Sherbrooke gala
Dr. Francine Décary was congratulated on being awarded the title of ambassador at the 12th Université de Sherbrooke gala, held on November 17.

9.4 Info Héma-Québec, Vol. 8, No. 4 (October 2006)
9.5 2005-2006 annual report by the Héma-Québec Foundation

10. Discussion in the absence of management
The CEO and guests left the meeting.

A discussion took place behind closed doors.

The CEO and guests returned to the meeting.

11. Other business
The Auditor General will outsource the auditing of Héma Québec to an external firm. We can view this decision as an indication of the Auditor General’s confidence in the stringency of Héma Québec’s financial management.

12. Next meeting: February 14, 2007, 2:00 p.m., in Montréal
The next meeting will be held in Montréal on February 14, 2007, at 2:00 p.m.

13. Adjournment
Unanimous decision to adjourn the meeting at 6:00 p.m.