4045 Côte-Vertu Boulevard, Borough of Saint-Laurent
Wednesday, June 14, 2006, 2:00 p.m.
Mr. Jean-Pierre Allaire
Ms. Cheryl Campbell Steer
Dr. Martin Champagne
Ms. Hélène Darby
Dr. Francine Décary
Ms. Carole Deschambault
Mr. Christian Gendron
Dr. Pierre Ouellet
Dr. Lucie Poitras
Mr. Wilson Sanon (Hemovigilance Committee observer)
Dr. Marc Dionne
Dr. Serge Montplaisir
Ms. Smaranda Ghibu, Vice-president, Legal Affairs
Mr. Guy Lafrenière, Vice-president, Finance and Administration
Mr. Gilbert Rodrigue, meeting delegate
1 Call to order
Ms. Cheryl Campbell Steer acted as meeting chair. She welcomed the directors present. Quorum was established, and the meeting was called to order at 2:05 p.m.
The Chair welcomed Dr. Martin Champagne as a new director. She indicated that his résumé included a great number of distinctions and publications. The Chair also welcomed Mr. Gilbert Rodrigue as the new meeting delegate.
She showed a photo of Dr. Francine Décary taken at the Prix du Québec award ceremony (Prix Armand-Frappier) in November 2005. This photo will be displayed in the Boardroom.
She also mentioned that Héma-Québec will receive the Prix de la santé from the Fondation Armand-Frappier on June 15 during its Fête Champêtre.
2 Adoption of the agenda
It was motioned, duly seconded and unanimously resolved to adopt the agenda, with the following items added:
- 7.3 Insurance
- 7.3.1 Liability of directors and managers: Policy renewal
- 7.3.2 Professional fees: Excess insurance brokers
- 7.4 World Blood Donor Day
3 Adoption of the minutes of the 61st meeting on April 19, 2006
It was motioned, duly seconded and unanimously resolved to adopt the minutes of the 61st meeting of the Board of Directors held on April 19, 2006, as presented.
4 Unfinished business from the minutes of the 61st meeting
4.1 Follow-up document of April 19, 2006
Members duly noted the follow-up document.
- Training: A lunch conference attended by Ms. Campbell-Steer, Dr. Décary and Mr. Sanon did not meet their expectations, since it focused mostly on non-profit charity organizations. Another training session, which was given at the HEC, focused more on government corporations. A summary of these training sessions will be presented at the next meeting of the Board of Directors on August 16.
- The Governance Committee will have to meet before the next meeting of the Board of Directors on August 16.
The members discussed the skills required as a director. It was mentioned that it is important to ask all relevant questions in order to cover all aspects of a presented topic. The need for a positive attitude and open-mindedness was is emphasized
The topic of governance will be discussed in more detail at the next meeting.
4.2 Funding of other services
The Chief Executive Officer presented a letter from the Minister of Health and Social Services dated April 13, 2006. The Minister reiterated the government’s intention that Héma-Québec be officially designated to process and distribute human tissues.
A meeting with the Ministère de la Santé et des Services sociaux (MSSS) regarding tissues and cord blood was held on May 30. This meeting enabled a discussion on the business plan. The Minister’s representatives were impressed by their tour of the facilities. However, they gave no solid commitment at the end of the meeting.
In addition, following awareness-raising at several health institutions, there has been an increase in tissue donor referrals and collections.
Finally, the MSSS legal department sent a draft agreement for the distribution of tissues and cord blood, confirming MSSS funding until the activity becomes self-financing. Héma-Québec must
follow up on this proposal.
4.3 Relations between Héma-Québec and health institutions: Transfusion reactions report
The transfusion reactions report to be presented by the public health representative is postponed to the next meeting.
The academic representative spoke about the discussions that were held with the CCNMT president. As well, the director of the Direction de la prévention clinique et de la biovigilance mentioned that a multiparty meeting (Héma-Québec, MSSS, physicians’ group) focusing on the restructuring of the blood system is scheduled for fall.
A follow-up of the situation will take place. PO/G. Delage
5 Management report
5.1 Management statement
The members duly noted the document and were satisfied.
5.2 2005-2006 review
The Chief Executive Officer presented the previous year’s activities and projects, a list of which is appended to these minutes.
The members of the Board of Directors congratulated the Chief Executive Officer and her team for their excellent work.
5.3 Planning 2006-2007
The Chief Executive Officer presented the activities and projects planned for 2006-2007, a copy of which is appended to these minutes.
6 Financial affairs
The Vice-president, Finance and Administration joined the meeting.
6.1 Management report
The Vice-president, Finance and Administration presented the results as at April 30, 2006 and the statistics as at May 31, 2006. Expenses were under budget for these first two months.
The members would like to see the document indicating these results. G. Rodrigue (forwarded June 15, 2006)
6.2 Défi-Étapes: Updates
The Vice-president, Finance and Administration presented the results of the cost-reduction efforts for 2005-2006, which showed a favourable combination of certain external factors (exchange rate, etc.). However, management efforts also resulted in significant gains in efficiency.
It was suggested that management efforts be differentiated from the economic conditions.
The discussion then focused on the participation of hospitals in forecasting volumes.
6.3 Approval of the financial statements as at March 31, 2006
The Vice-president, Finance and Administration presented the financial statements. The Auditor General issued no reserves regarding the financial statements. The Chair of the Audit Committee presented several items that deserve mentioning:
- the results refer to “income” instead of “grants”;
- the net assets at the end of the year decreased following remittance of the surplus to the government. As a result, short-term investments decreased;
- the note on employee benefits and defined benefits plans, provides a “snapshot” of an evolving situation. Moreover, the actuarial evaluation as at December 31, 2005 should be finalized shortly and will then be presented to the Board of Directors.
It was specified that the Auditor General’s representative met twice with the members of the Audit Committee and several times with management. The Audit Committee reviewed the management report, as well as the Auditor General’s report issued without reserve and the financial statements, and proposed the adoption of the financial statements for the fiscal year ending March 31, 2006.
It was motioned, duly seconded and unanimously resolved to adopt the financial statements for the fiscal year ending March 31, 2006, as appended hereto to become an integral part hereof and to designate as signing authorities of the financial statements the Chair of the Audit Committee and Chair of the Board.
The members of the Board of Directors would like to congratulate Héma-Québec’s accounting team for the work accomplished.
The Auditor General raised a few points on the ties between Héma-Québec and the Héma-Québec Foundation.
Measures must be implemented to dissociate the two organizations to avoid a consolidation of financial statements.
Mr. Wilson Sanon left the meeting.
Authorization grid for commitments from suppliers
An easement in the grid was presented to the Audit Committee during the June 7, 2006 meeting. It indicated a change that enabled the manager of accounts payable and receivable to issue credits of up to $1,000. This easement is requested in regard to credits issued to health institutions following product returns.
It was motioned, duly seconded and unanimously resolved to adopt the authorization grid, with the change requested as appended hereto and to become an integral part thereof.
The procedure for issuing credits to health institutions was also discussed. As several questions remain unanswered, the Vice-president, Finance and Administration will look into the procedure regarding credit notes and will inform the directors at a later date. G. Lafrenière
The Vice-president, Finance and Administration left the meeting.
6.4 Review of salary scales as at July 1, 2006
Members duly noted the draft resolution. The Chief Executive Officer answered the directors’ questions.
After the discussion, it was motioned, duly seconded and unanimously resolved to adopt the change to the salary scales as at July 1, 2006, as appended hereto and to become an integral part thereof.
7 Board Affairs
7.1 Review of the code of ethics and professional conduct
This item was postponed to the meeting on August 16, 2006.
7.2 Development of directors: Directors’ liability (cont.)
This item was postponed to the meeting on August 16, 2006.
7.3.1 Directors’ and managers’ liability: Policy renewal
This item was discussed behind closed doors.
7.3.2 Professional fees: Surplus insurance brokers
This item was discussed behind closed doors.
7.4 Performance review of the Chief Executive Officer
The performance review of the Chief Executive Officer was conducted behind closed doors. The Chief Executive Officer and guests withdrew from the meeting for this item.
7.5 Renewal of the Chief Executive Officer’s contract
A closed-door discussion was held on renewing the
Chief Executive Officer’s contract.
It was motioned, duly seconded and unanimously resolved to adopt the resolution entitled “Renewal of the employment contract of the Chief Executive Officer of Héma-Québec” as appended hereto and to become an integral part thereof.
The Chief Executive Officer and guests rejoined the meeting.
The Chair of Board of Directors congratulated the Chief Executive Officer on her excellent work.
Dr. Lucie Poitras left the meeting.
7.6 Audit Committee on April 28, 2006
The minutes were taken and were duly noted by the members.
7.7 Scientific and Medical Advisory Committee meeting on May 17, 2006 – Recommendation
A closed-door discussion was held with the Chief Executive Officer during the Committee meeting resulting in the following recommendation.
“Recommendation from the Scientific and Medical Advisory Committee during its meeting on May 17, 2006”
CONSIDERING the significant progress made in the IvIg program, the Scientific and Medical Advisory Committee recommends:
- that approximately 80% of R&D efforts be invested in the lvIg program and especially in the development of lead products (immune complexes containing human IgG and monoclonal antibodies; auto-antibodies purified from IvIg), as presented and discussed during the meeting on May 17, 2006;
- that the milestones be reviewed and brought forward as a result
- that a physician in hematology or immunology be officially involved in the discussions regarding the potential use of products;
- that an expert in developing therapeutic products be consulted on the development steps leading to product clinical trials.
After discussion, it was motioned, duly seconded and unanimously resolved to adopt the recommendation of the Medical and Scientific Committee.
7.8 World Blood Donor Day
Following the request of the ABDV, the Minister of Health and Social Services proclaimed June 14 as World Blood Donor Day in the National Assembly. The members were also informed of the planned activities to celebrate World Blood Donor Day.
Héma-Québec is currently trying to persuade the federal government to ask the World Health Organization to allow Canada to host this day in 2007.
8 Safety of the supply
8.1 Report on plasma self-sufficiency
Complete results will be presented at the next meeting of the Board of Directors on August 16, 2006. Subject to new data, Québec is probably self-sufficient for covering the needs of its primary immunodeficient patients.
Following the comments of a member, it is agreed to include secondary immunodeficient patients in the
self-sufficiency calculation. A. Lebrun
8.2 Pathogens under surveillance: Update
The Chief Executive Officer presented the list of agents under surveillance. She drew members’ attention to the several changes made to the document.
9 Tabling of documents
9.1 Letter to the Contrôleur des finances
Members duly noted the correspondence between the Contrôleur des finances (financial controller) and Héma-Québec management.
9.2 Regional public meetings 2006
The members were asked to attend at least two meetings. They can inform the meeting delegate of the dates of the meetings they will attend.
9.3 Satisfaction level of blood donors
The members duly noted a document entitled “Satisfaction level of blood donors”. It is noted that Héma-Québec is well positioned compared with Canadian Blood Services, America’s Blood Centers, the United Kingdom and Australia.
9.4 Research Ethics Committee meeting on February 10, 2006
The members duly noted the minutes.
9.5 Les Mots d’Héma, Vol. 8, #2, May 2006
The document was tabled for information purposes.
9.6 Info Héma-Québec Express, May 11 “Un administrateur d’Héma-Québec se distingue”
The Prix Ortho awarded to Dr. Pierre Ouellet on May 5 was mentioned.
9.7 Prix Équinoxe
The Prix Équinoxe 2006 awarded to Héma-Québec on May 29 for the internal communication plan on the Halte-Ressources project was mentioned.
9.8 Prix de la santé from the Fondation Armand-Frappier
The Prix de la santé Armand-Frappier awarded to Héma-Québec in 2006 was mentioned.
9.9 Changes to the Blood System Secretariat
The members duly noted the letter from the director of the Direction de la prévention clinique et de la biovigilance.
10 Discussion without the presence of management
There was no discussion without the presence of management.
No item was added.
12 Next meeting: August 16, 2006 in Montréal
The members agree to start the meeting at 12:30 p.m.
Unanimous decision to adjourn the meeting at 7:05 p.m.