JuneBoard of Directors – 68th meetingBoardroom, Saint-Laurent Wednesday June 13, 2007
at 12:30 p.m. Present:
Mr. Jean-Pierre Allaire
Ms. Cheryl Campbell Steer
Dr. Martin Champagne
Ms. Hélène Darby
Dr. Francine Décary
Mr. Christian Gendron
Dr. William K. Li Pi Shan
Dr. Serge Montplaisir
Dr. Pierre Ouellet
Mr. Wilson Sanon (Hemovigilance Committee observer)
Absent:
Ms. Carole Deschambault
Dr. Marc Dionne
Guests:
Smaranda Ghibu, Vice President, Legal Affairs
Mr. Guy Lafrenière, Vice President,
Administration and Finance Mr. Gilbert Rodrigue, meeting delegate
Héma-Québec 1. Call to Order
Ms. Cheryl Campbell Steer acted as meeting chair. She welcomed the directors and guests present. Quorum was established, and the meeting was called to order at 12:35 p.m. 2. Adoption of the agenda
It was moved, duly seconded and unanimously resolved to adopt the agenda. 3. Adoption of the minutes of the 67th meeting on April 18, 2007 including the closed-door discussion
It was moved, duly seconded and unanimously resolved to adopt the minutes of the 67th meeting of the Board of Directors held on April 18, 2007, as amended. It was moved, duly seconded and unanimously resolved to adopt the minutes of closed-door discussion at the 67th meeting of the Board of Directors held on April 18, 2007, as presented. 4. Business arising from the 67th meeting on April 18, 2007
Members reviewed the document. Liaison Committee
One of the points that does not show up on the agenda is the clear lack of enthusiasm on the part of Liaison Committee members. In this regard, the Board of Directors observer on the Liaison Committee emphasized that the new members appointed are very interested in the committee’s work, and that, in addition, old members’ participation at Committee meetings has clearly improved. In conclusion, this point will be withdrawn from Business Arising. Also, at the June 2, 2007 meeting , members of the Liaison Committee recommended changing the name of the committee. In fact, the Liaison Committee would now like to be known as the Recipient Representatives Advisory Committee. The Board is in agreement with this name. It is therefore moved, duly seconded and unanimously resolved to change the name of the Liaison Committee to the Recipient Representatives Advisory Committee (RRAC). The by-laws will be amended accordingly. In addition, all other company and web documents referring to it will be modified. 5. Management report
5.1 Management statement
The members duly noted the management statement and were satisfied. Dr. Serge Montplaisir joined the meeting. 5.1.1 Follow up on OHS file
This discussion took place in camera. 5.2 Strategic planning project The President and CEO tabled the plan at the last meeting of the Board of Directors and received suggestions from members. She reminded us that this strategic plan contains an analysis of opportunities and threats from the exterior environment, along with related issues. Specific activities, which are developed each year, are designed to respond to issues. The members suggested paying close attention to political opportunities relative to the positioning of the tissue and cord blood banks. The Board also suggested considering economic opportunities issuing from the MSSS groupings of reference laboratories (supraregional laboratory service). Members also suggested changes to terminology and corrections, which will be incorporated into the plan.
The table of activities presented by the President and CEO at each meeting will be amended to associate each activity with its issue in the strategic plan. It was moved, duly seconded and unanimously resolved to adopt the 2007-2010 strategic plan as amended.
Dr. William Li Pi Shan joined the meeting.
5.3 2007-2008 Activities
The President and CEO presented the progress made on each project this year. In particular, she addressed the following: - PROMINI: The simulations had been completed and were successful. Health Canada was satisfied with the results.
- Chagas disease: Risk management options for this subject will be submitted to the Safety Advisory Committee and the Recipient Representatives Advisory Committee. A discussion followed as to the criteria to consider for implementing a new test.
- Staff poll: The results and communication plan will be presented at the next meeting.
Mr. Christian Gendron joined the meeting. 5.4 Follow-up on the pay equity file
This discussion took place in camera. 5.5 Primary liability insurance
This discussion took place in camera. 6. Financial Affairs
The Vice President, Administration and Finance joined the meeting. 6.1 Approval of financial statements as at March 31, 2007
The chair of the Audit Committee mentioned that the Committee reviewed the financial statements as at March 31, 2007, at their June 6th meeting. The following items were brought up: - The settlement on trailer clauses represents an amount of $2.8M, to be recorded in the 2007-2008 accounting year, with the consent of the Auditor General.
- There was a discussion with the Auditor General on how to handle surpluses. Management should be able to find a solution to this question in concert with the MSSS and all other participants in the next year.
- The financial statements are presented in the same format as the annual report.
- The Audit on IT security undertaken by the Auditor General was satisfactory.
The following recommendation was submitted to the Board: Whereas the Audit Committee, made up of Carole Deschambault, Dr. Serge Montplaisir, Christian Gendron, and chaired by Jean-Pierre Allaire, met five times since June 28, 2006; Whereas the Committee met with the Auditor General twice and during these meetings the Committee worked with the Auditor without the presence of Héma-Québec staff; Whereas the Committee participated in a meeting with Héma-Québec staff to discuss financial statements; Whereas the Committee, in collaboration with Héma-Québec management, proceeded to examine the 2006-2007 financial statements audited by the Auditor General; Whereas the Committee obtained all the desired explanations; Whereas the comments obtained from the Auditor at a meeting held behind closed doors and satisfactory with respect to the independence and objectivity of the Auditor; Whereas the Audit Committee declared it was satisfied with the financial statements for the fiscal year ended March 31, 2007 as presented; The Audit Committee recommends that the Héma-Québec Board of Directors adopt these financial statements.
It was moved, duly seconded, and unanimously resolved to adopt the 2006-2007 financial statements and to designate Cheryl Campbell and Jean-Pierre Allaire as signatories. The members also congratulated the finance team on the audit and the entire management team on the 2006-2007 results. 6.2 Management report as at March 31, 2007 and statistics and indicators as at May 31, 2007
The Management Report as at March 31, 2007 and indicators as at April 30, 2007, were presented. The surplus of cumulative results at April 30, 2007 (communicated to the Financial controller on May 14, 2007) was $2,701K. The surplus of cumulative results at May 31, 2007 was $2,374.4K. We can state that efforts to reduce are solidifying; for example, in terms of reducing product loss due to expiring shelf-life in hospitals and at Héma-Québec. The cost impacts were also presented. The real rate for packed cells for 2005-2006 was $388.51, while it was $371.12 for 2006-2007. This means there was a decrease compared with the previous year. The Vice President, Administration and Finance answered questions from members. 6.3 Presentation of results for the call for tenders on stable products
This discussion took place behind closed doors. 6.4 Acquisition of an irradiator: Need for capital greater than $250,000
The main issues are 1- efficiency: Be able to respond more quickly to our clients’ needs, as per the company’s policies on order and delivery; 2- risk management: Be less exposed in terms of potential equipment defects, considering the age of the current equipment (> 18 years old). The timeline includes three phases: A call for tenders launched in February 2007 with the goal of awarding the mandate at the end of March 2007, negotiations with the supplier underway (June 2007), and a validation and submission process with Health Canada, which should lead to commissioning in the fall of 2007 or early 2008 at the latest, depending on the timelines. Lastly, the cost of acquisition, including installation and validation, is $328,638.25. Members raised the question of pathogen inactivation methods which would be implemented in the medium term, versus the lifespan of the new equipment. The answer was that the pathogen inactivation method for red blood cells would not be available in the medium term. However, some asked whether the workload justified the acquisition. Considering demand from hospitals and the delivery times to be met, the Board agreed that Héma-Québec should acquire the new irradiator.
Lastly, it was suggested that the old equipment be given to a hospital, if possible.
It was moved, duly seconded and unanimously resolved (with Dr. Martin Champagne abstaining) that Héma-Québec acquire an irradiator at the cost of $328,638.25 and that the President and CEO be and herby is authorized to sign all of the necessary documents to give effect to this resolution. 7. Safety of the supply
7.1 Pathogens under surveillance
The latest updates to the document were presented. 8. Board business
8.1 Election of a Vice Chair
The Vice President, Legal Affairs explained the secret vote procedure in compliance with the by-laws. Jean-Pierre Allaire presented his candidacy for Vice Chair of the Board of Directors. The members voted. Jean-Pierre Allaire was unanimously elected Vice Chair of the Board of Directors for a two-year term. 8.2 President and CEO’s performance evaluation
This discussion took place behind closed doors. The President and CEO as well as guests left the meeting. The President and CEO as well as guests returned to the meeting. 8.3 Self-assessment form for directors
The Chair of the Board reminded members they had received self-assessment questionnaires. The deadline for submitting these to the polling firm is June 22. The results will be reviewed at the Board's next meeting. 8.4 Calendar for meetings of the Board and its Committees
Members reviewed the document. It was moved, duly seconded and unanimously resolved to adopt the 2008-2009 Calendar of meetings of the Board and its Committees. 8.5 Committee reports
8.5.1 Governance Committee: June 13, 2007 meeting
At the June 13, 2007 meeting, the following subjects were addressed: - Individual assessment of board members: The Chair of the Board will communicate with members individually over the next few weeks.
- Committee mandate: Members approved the draft of a new committee mandate to be submitted to the Board for approval at the next meeting.
- New committee member: The Chair mentioned that Dr. Martin Champagne had shown interest in joining the committee.
It was moved, duly seconded and unanimously resolved that Dr. Martin Champagne be named a member of the Governance Committee. 8.5.2 Audit Committee
8.5.2.1 June 6, 2007 meeting
See point 6.1 of the minutes. 8.5.2.2 Committee mandate revised
Members approved the draft of a new committee mandate at the June 6, 2007 meeting. They recommended it be adopted by the Board. It was moved, duly seconded and unanimously resolved that the revised mandate for the Audit Committee be adopted as presented. 8.6 Recommendations of the Safety Advisory Committee and Recipient Representatives Advisory Committee
8.6.1 TRALI
The Safety Advisory Committee (March 28, 2007) and Recipient Representatives Advisory Committee (June 2, 2007) discussed the TRALI issue and the measured recommended by the management committee for reducing the risk. The two advisory committees recommended: - Using plasma (from whole blood or apharesis) for transfusion purposes from male donors, and plasma by apharesis only from female donors with no history of pregnancy. Whole blood plasma from other female donors will be sent for fractionating.
- Distributing plasma SD if authorized by the Ministère de la Santé et des Services Sociaux.
The Board of Directors approves the recommendation on measures reducing the risk of TRALI for plasma. 8.6.1 Variant of Creutzfeldt-Jakob disease – Travel to Saudi Arabia
The Safety Advisory Committee and Recipient Representatives Advisory Committee also discussed the two cases of vCJD reported in Saudi Arabia. They back the management committee’s recommendation to henceforth prohibit donors who stayed in Saudi Arabia for more than six (6) months between 1980 and 1996. The Board of Directors approves the recommendation on measures of reducing the risk of vCJD. 8.7 Renewal of liability insurance for officers and management
The Vice President, Legal Affairs, informs members that the liability insurance for officers and management will be renewed on June 30 with the same insurer at the same price. Some terms will be enhanced. 9. Document submitted
9.1 Submission of committee minutes
The following minutes were submitted. 9.1.1 Governance Committee (April 18, 2007)
9.1.2 Audit Committee (April 25, 2007)
9.1.3 Recipient Representatives Advisory Committee (November 18, 2006)
9.1.4 Safety Advisory Committee (March 28, 2007)
9.1.5 Scientific and Medical Advisory Committee (March 28, 2007)
9.1.6 Research Ethics Committee (April 27, 2007)
9.2 Lexicon of acronyms frequently used at Héma-Québec
Members review the document and state their satisfaction. It will be updated as needed. 9.3 Info Héma-Québec Express
The members reviewed the following issues of Info Héma-Québec Express: - From April 22 to April 28. Une semaine…trois thématiques (April 23, 2007)
- Notre code d’éthique (April 30, 2007)
- Conciliation travail et vie personnelle. Le projet pilote destiné au personnel des collectes va de l’avant! (May 4, 2007)
- From May 6 to May 12. Nos infirmières et infirmiers à l’honneur (May 7, 2007)
- Nomination de Francine Décary à la présidence du réseau de l’Université de Sherbrooke (May 9, 2007)
- Héma-Québec voit la vie en vert!
(May 18, 2007) - Le comité vert vous souhaite une bonne semaine canadienne de l’environnement
(June 4, 2007)
10. Discussion with management absent
The guests left the meeting.
Closed-door discussion.
The guests rejoined the meeting. 11. Miscellaneous business
A director asks about the controls done on expense notes. The procedures are described in an administrative directive based on the Conseil du Trésor’s terms. The notes are authorized by the immediate supervisor. Accounting insures they comply with the directive. The Audit Committee will also look at this issue in the framework of its mandate. These explanations are deemed to be satisfactory 12. Next meeting: August 15, 2007, 2 p.m. in Québec City
Members would rather the next meeting started at 12:30. Lunch would be served. 13. Adjournment
It was unanimously resolved to adjourn the meeting at 5:55 p.m. | 
