October

Board of Directors – 70th Meeting

Boardroom, Borough of Saint-Laurent
Wednesday, October 3, 2007, 8:00 a.m.

Present:
Jean-Pierre Allaire
Cheryl Campbell Steer
Dr. Martin Champagne
Hélène Darby
Dr. Francine Décary
Carole Deschambault
Dr. Marc Dionne
Christian Gendron
Dr. Serge Montplaisir
Dr. Pierre Ouellet
Wilson Sanon
(observer from the Hemovigilance Committee)

Absent:
Dr. William K. Li Pi Shan

Guests:
Yvan Charbonneau,
Vice President, Operations
Sylvio Côté,
Director, Employee Relations
Dr. Gilles Delage,
Vice President, Medical Affairs in Microbiology
Simon Fournier,
Vice President, Information Technology
Dr. Marc Germain,
Vice President, Human Tissues
Smaranda Ghibu,
Vice President, Legal Affairs
Guy Lafrenière,
Vice President, Administration and Finance
Dr. André Lebrun,
Vice President, Medical Affairs in Hematology
Réal Lemieux,
Vice President, Research and Development
Manon Pepin,
Vice President, Public Affairs and Marketing
Suzanne Rémy,
Vice President, Quality and Standards
André Roch,
Vice President, Public Affairs and Marketing (past)
Gilbert Rodrigue,
meeting delegate Héma-Québec

1. Call to Order
Cheryl Campbell Steer chaired the meeting.
She welcomed the directors and guests present.
Quorum was established, and the meeting was called to order at 8:05 a.m.

2. Adoption of the Agenda
It was moved, duly seconded and unanimously resolved to adopt the agenda, with the following items added:

8.4.1.4 Nomination of Mr. Gaston Martin (Transplant Recipients)

11.1 Motion to congratulate Mr. Jean-Pierre Allaire

3. Adoption of the 68th meeting minutes held June 13,
2007, including closed-door discussions and of the 69th meeting of September 10, 2007 (special meeting)
It was moved, duly seconded and unanimously resolved to adopt the minutes of the 68th meeting of the Board of Directors held June 13, 2007 including closed-door discussions as amended.
It was moved, duly seconded and unanimously resolved to adopt the minutes of the 69th meeting of the Board of Directors held September 10, 2007 (special meeting) as presented.

4. Business arising from the 68th meeting held June 13, 2007
The document was reviewed. The various points are listed in the meeting agenda. As for point 3, “Individual assessment of directors by the Chair”, the Chair will ensure follow-up and will inform the Board once the task has been completed.

5. Financial Affairs
5.1 2008-2009 Budget
The 2008-2009 Budget was tabled and discussed. The presentation contained the following sections:
1. 2005-2010 Vision
2. 2008-2009 issues and activities
3. HQ / CBS comparison
4. Presentation of budgets
4.1 Operations divisions
4.1.1 Labile products
4.1.2 Stable products
4.1.3 Hospital services
4.1.4 Hematopoietic progenitor cells
4.1.5 Human tissues
4.2 Support divisions and Office of the President and CEO
5. Budget comparison
6. Product safety projects
7. 2008-2009 fees
8. Capital budget
9. Cash projections
10. Five-year forecast

The President and CEO presented the 2005-2010 vision, 2007-2010 strategic issues and 2008-2009 activities relating to these issues.

The Vice President, Administration and Finance, presented the budget, issues and volumes for each Operations divisions. The budget for the Support divisions and Office of the CEO were presented in summary form.
Below are the highlights of the budget presentation:

• HQ/CBS comparative data is favourable for Héma-Québec. In fact, the total cost of labile products per equivalent units shipped has declined 3.8% from 2006, while it has increased by 2.5% for CBS, giving Héma-Québec a positive margin of 6.3%. The 2007 per capita cost of labile products is $16.12 for Héma-Québec compared with $17.66 for CBS, for a positive margin of 8.7%. Examining the per capita data since Héma-Québec was founded revealed that, while the data were favourable in the early years, they later declined, and were then corrected by the 2004 Défi-ÉTAPES effort; since then, the trend has been favourable for Héma-Québec.
• For the Operations divisions, we note a variance in wages, due to:
  • Yearly salary increase ($1M);
  • Pay equity and repositioning efforts for certain jobs following the aforementioned pay equity adjustments ($2M);
  • Benefits ($1M).
    However, the budget contained $1M less than the budget assumptions for advancing in the pay scales since a considerable number of employees have reached their scale maximum.
• The savings obtained from the implementation of the SIGRHQ were not highlighted. A follow up on this subject will be presented at the next Audit Committee meeting.
  The Chair of the Audit Committee reported on the discussions held during the presentation of the budget to the Audit Committee. This presentation was more detailed than the format presented to the directors. The efforts devoted to Défi-ÉTAPES resulted in gains. This vein should be continued, while protecting the gains it has led to.

The Audit Committee recommended adopting the 2008-2009 budget as presented, along with the capital budget and five-year forecast.

The Board highlighted the excellent work done by the Audit Committee, the CEO, vice presidents, other managers and finance team.

The following was moved, duly seconded and unanimously carried:

1) Adopt the 2008-2009 budget based on anticipated revenues of $301,169,000 including $126,366,000 for labile products, $161,688,000 for stable products and a subsidy of $13,135,000 for other services including Synagis;

2) Approve the cost of packed red blood cells at $347.14 based on a delivery volume of 227,544 units in 2008-2009;

3) Approve the 2008-2009 capital budget of $5,586,220.

4) Adopt the five-year forecasts for 2008/09 – 2013/14 as submitted
Members expressed a wish for the budget to be presented more concisely next year, to allow focus to be placed on major points such as unit costs, efficiency and highlights.
The guests, except the Vice President, Legal Affairs, Vice President, Administration and Finance, and the Meeting Delegate left the meeting.

5.2 Indicators as at August 31, 2007 – Trends as at September 30, 2007
The Vice President, Administration and Finance, presented the indicators and trends. There was a 5.1% increase in the delivery of packed red blood cells to hospitals as at August 31, 2007, whereas in September, a decrease of 4.8% was observed.

At the financial level, the cumulative surplus as at August 31, 2007 (communicated to the financial controller September 17, 2007) was $7,085,376. Members expressed satisfaction with the results presented.
The Vice President Administration and Finance left the meeting.

5.3 Renovation of 3rd floor offices (capital in excess of $250,000)
The discussion took place behind closed doors.

5.4 Insurance broker (professional fees in excess of $100,000)
The discussion took place behind closed doors.

6. Management report
6.1 Management statement
6.1.1 OHS file
The discussion took place behind closed doors.

6.2 Pay equity file
The discussion took place behind closed doors.

Mr. Jean-Pierre Allaire left the meeting.
Dr. Serge Montplaisir joined the meeting.

6.3 Management report
The president and CEO presented the 2007-2008 activities.

The new report format shows projects that target the strategic issues and orientations. Each activity was discussed.

Following this presentation, the members of the Board requested that certain follow-ups:

• Show the Board the collective agreement negotiation mandate;
• Verify whether there is a difference in haemoglobin levels among African-Canadian donors;
• Present the management report on a quarterly basis, and include only the current year activities, highlighting changes from one presentation to the next.
  The president and CEO announced that the Vice President, Research and Development, will be leaving at the end of the year. The replacement process is underway.

6.4 Staff poll
A summary of the staff poll results was presented. The following points were highlighted:

• A strong majority (90%) of employees say they totally agree (41%) or somewhat agree (49%) with the statement that they like their work with Héma-Québec.
• “Work environment” is the point that contributes most to the general dissatisfaction of employees;
• The measures that will be implemented to respond to this poll are:
• Continue efforts to better work/life balance;
• Make changes to scheduling;
• Implement measures that support components of the Human Resources policy, “Engage, Support and Recognize”;
• Provide a training plan for employees;
• Rework the internal communications strategy;
• Implement management visits to collection sites.

6.5 Reinvesting revenues generated by intellectual property
The issue is to determine how to handle the financial contributions generated by intellectual property.
The recommendation adopted by the Management Committee at its May 24, 2007 meeting consisted in applying all intellectual property revenues to capital assets.
It was moved, duly seconded and unanimously carried, that an amount equivalent to the revenues from intellectual property be reinvested in its entirety in capital projects identified by Management, within a reasonable period of receiving them.

7. Safety of the supply
7.1 Pathogens under surveillance
The updates to the scorecard were presented. A contained epidemic of Chikungunya in Italy (166 cases) was reported. A watch will be put into effect and no particular safety measures are to be applied.
Dr. Pierre Ouellet left the meeting.
Carole Deschambault left the meeting.

7.2 Transfusion incidents and accidents and 2006-2007 demographic report
The Vice President, Medical Affairs in Microbiology, joined the meeting.

Adverse transfusion reactions reported to the Québec Hemovigilance System (preliminary report 2006).
The following points stood out:

• For the past 2 years, there has been no incident of platelet bacterial contamination; this coincides with the implementation of bacterial detection on platelet products;
• There has been a decrease in hemolytic reactions since the hospital information system was implemented;
• 1/3 of TRALI cases are associated with plasma transfusion. This confirms that reduction efforts must first focus on this component;
• No thrombotic incident related to Gammunex was reported. Thrombotic incidents related to IvIg had been reported before the product was introduced.

The presentation of the 2006-2007 demographic report was postponed to the next meeting.

The Vice President, Medical Affairs in Microbiology, left the meeting.

7.3 Reflection on the costs of blood safety: contact with Hemovigilance Committee
The Public Health Representative first reviewed the question of his independence as director. This aspect had been raised in the context of nominations for Board Vice Chair.
The members then discussed the criteria for director independence in light of the definition provided for in the Act respecting the governance of state-owned enterprises. To date, this act does not apply to Héma-Québec. However, the Governance Committee decided to comply with its principles. The directors all agreed that this does not involve the independence of the Public Health Representative’s decisions or interventions, which they are not questioning. It is more a legal definition involving the ability of an employee of another public body to accede to the position of Chair of the Board, and the perception of independence that would arise therefrom.
The Public Health Representative then addressed the roles of Board observers within the Advisory Committees, especially the Safety Advisory Committee.
The Representative considered that the role of the observer is not to bring the recommendations developed during meetings to the Board. This task should be reserved to the CEO who also attends the meeting.
However, he did think that the observer should be consulted in the preparation of the committee meeting agenda and especially in the formulation of questions.
It was thus agreed that the Board of Directors observer on the Safety Advisory Committee will be consulted on the agenda and formulation of questions.
Lastly, the Public Health Representative reported on discussions with the representative of the Hemovigilance Committee concerning the cost of blood safety. The members discussed the issue and the role of economic analysis in this area.

8. Board Business
8.1 Renewal of mandates
Members reviewed the government decree renewing the mandates of Hélène Darby (2 years), Carole Deschambault (3 years), Dr. Marc Dionne (1 year) and Dr.Serge Montplaisir (1 year). The Chair congratulated members on their renewed mandate.
The expiration of the mandate will be addressed at the next Governance Committee meeting

8.2 Governance Committee: June 13, 2007 meeting minutes (submitted)
Minutes submitted.
The next committee meeting will be November 20, 2007. Among other items, it will focus on the issue of the committee’s revised mandate and the results of directors’ self-assessments.

8.3 Audit Committee: reports on the June 27, 2007, August 1st, 2007, October 2, 2007 meetings
This point was addressed during the presentation of the 2008-2009 budget (point 5.1).
It is noted that the main budget assumptions were presented at the June 27, 2007 meeting and that the Annual Report was presented during the August 1st, 2007 meeting.

8.4 Recipient Representatives Advisory Committee
It was agreed to follow up with Leucan so as to designate a committee representative.

Also, it was agreed to approach the Canadian Organ Donors Association (CODA) to recruit a tissue recipient representative who could sit on the RRAC.

8.4.1 Appointments
8.4.1.1 Marika Mouscardy (Association d’anémie falciforme du Québec)
The Association de l’anémie falciforme du Québec nominated Marika Mouscardy to serve as a member of the Recipient Representatives Advisory Committee.
It was moved, duly seconded and unanimously resolved, to appoint Marika Mouscardy to serve as member of the Recipient Representatives Advisory Committee for a five (5) year term.

8.4.1.2 Mr. Jacques Dagnault (CIPO-Québec - immunodeficiencies)
CIPO-Québec nominated Mr. Jacques Dagnault to serve as member of the Recipient Representatives Advisory Committee.
It was moved, duly seconded and unanimously carried , to appoint Jacques Dagnault member of the Recipient Representatives Advisory Committee for a five (5) year term.

8.4.1.3 Mandate renewal: Jean-Pierre Juneau (Association des grands brûlés)
The Association des grands brûlés proposed the renewal of Jean-Pierre Juneau’s mandate to serve as member of the Recipient Representatives Advisory Committee.
It was moved, duly seconded and unanimously carried to renew the mandate of Mr. Jean-Pierre Juneau to serve as member of the Recipient Representatives Advisory Committee for a five (5) year term.

8.4.1.4 Nomination of Gaston Martin (Transplant Recipients)
Mr. Gaston Martin was nominated to serve as representative of transplant recipients on the Recipient Representatives Advisory Committee.
It was moved, duly seconded and unanimously carried to appoint Gaston Martin member of the Recipient Representatives Advisory Committee for a five (5) yearterm.

8.4.2 Resignation of Christine Allard
Christine Allard announced her resignation as representative of transplant recipients on the Recipient Representatives Advisory Committee in a letter dated September 26, 2007.
Members noted the resignation.

8.4.3 Minutes of the June 2, 2007 meeting
The minutes were submitted.

8.5 Safety Advisory Committee
8.5.1 Appointment of a Board of Directors observer
It was agreed not to fill this position for the moment.

8.5.2 Renewal of mandates
8.5.2.1 Dr. James AuBuchon
After consulting with the Board observer on the committee, the renewal of Dr. James AuBuchon’s mandate was proposed as the transfusion medicine and practices representative on the Safety Advisory Committee.
It was moved, duly seconded and unanimously carried to renew the mandate of Dr. James AuBuchon as member of the Safety Advisory Committee for a five (5) year term.

8.5.2.2 Dr. Steven Kleinman
After consulting with the Board observer on this committee, a proposal was made to renew Dr. Steven Kleinman’s mandate as epidemiologist on the Safety Advisory Committee.
It was moved, duly seconded and unanimously carried, to renew the mandate of Dr. Steven Kleinman as member of the Safety Advisory Committee for a five (5) year term.

8.5.2.3 Dr. Henk Reesink
After consulting with the Board observer on this committee, a proposal was made to renew Henk Reesink’s mandate as transfusion medicine and practices representative on the Safety Advisory Committee.
It was moved, duly seconded and unanimously carried, to renew the mandate of Dr. Henk Reesink as member of the Safety Advisory Committee for five (5) year term.

8.6 Scientific and Medical Advisory Committee: renewal of mandate of Dr. Jean-Pierre Cartron
A proposal was made to renew Dr. Jean-Pierre Cartron’s mandate as molecular biologist on the Scientific and Medical Advisory Committee.
It was moved, duly seconded and unanimously carried to renew the mandate of Dr. Jean-Pierre Cartron as member of the Safety Advisory Committee for a three (3) year term.

8.7 Research Ethics Committee
8.7.1 Annual Report 2006-2007 (submitted)
Members take note of the report submitted.

8.7.2 Appointment
8.7.2.1 Dr. Jacques J. Tremblay
Dr. Jacques J. Tremblay was nominated as a specialist in the fields of research on the Research Ethics Committee.

It was moved, duly seconded and unanimously carried to appoint Dr. Jacques J. Tremblay as member of the Research Ethics Committee for a five (5) year term.

8.7.2.2 Renewal of mandate: Mtre Suzanne Courchesne
A proposal was made to renew Suzanne Courchesne’s mandate as legal representative on the Research Ethics Committee.
Ms. Courchesne agreed to have her mandate as member renewed for a five-year term, but expressed a desire to have her mandate as chair renewed for only one year.
It was moved, duly seconded and unanimously carried to renew the mandate of Suzanne Courchesne as member of the Research Ethics Committee for a five (5) year term and as chair for one (1) year.

8.7.2.3 Renewal of mandate: Dr. Clermont Dionne
A proposal was made to renew Dr. Clermont Dionne’s mandate as research expert on the Research Ethics Committee.
It was moved, duly seconded and unanimously carried to renew the mandate of Dr. Clermont Dionne as member of the Research Ethics Committee for a five (5) year term.

8.7.2.4 Renewal of mandate: Dr. Michel Vincent
A proposal was made to renew Dr. Michel Vincent’s mandate as research expert on the Research Ethics Committee.
It was moved, duly seconded and unanimously carried to renew the mandate of Dr. Michel Vincent as member of the Research Ethics Committee for a five (5) year term.

8.7.3 Meeting minutes: June 15, 2007
The meeting minutes were submitted.

8.8 Regional Public Meetings 2007
Members were invited to attend one of the regional public meetings listed on the calendar.
They must inform the meeting delegate of their availability.

9. Documents submitted
Members take note of the various documents submitted following for the following agenda points.

9.1 Info Héma-Québec – August 2007
9.2 Info Héma-Québec Express

• Héma-Québec is a finalist for the Computerworld Honors Program (Héma-Québec est finaliste au Computerworld Honors Program) (June 13, 2007)
• Annual audit of financial statements now completed (La vérification annuelle des états financiers est maintenant terminée) (June 27, 2007)
• Staff Poll 2007. Thank you for your participation! (Sondage d’opinion du personnel 2007. Merci de votre participation!) (July 10, 2007)
• Pay Equity: a significant step has been accomplished (Équité salariale : une étape importante est franchie) (July 11, 2007)
  Our future ISBT-128 label: a world-class model (Notre future étiquette ISBT-128 : un modèle à l’échelle internationale) (August 8, 2007)
• The Sprinter minibus: the new vehicle everyone’s talking about! (Le minibus Sprinter: un nouveau véhicule qui fait jaser!) (September 4, 2007)
• Héma-Québec Foundation – Giving is only a few clicks away! (Donner en quelques clics!) (September 13, 2007)

10. Discussion with management absent
The CEO and guests left the meeting.
Closed-door discussion.
The CEO and guests rejoined the meeting.

11. Miscellaneous business
11.1 Motion to congratulate Jean-Pierre Allaire
Members tabled a motion to congratulate Jean-Pierre Allaire on his appointment as Chair of the Ordre des comptables agréés du Québec.

12. Next meeting: December 12, 2007, 2:00 p.m., Montreal
The next meeting will be on December 12, 2007 at 2:00 p.m. in Montreal.

13. Adjournment
It was unanimously resolved to adjourn the meeting at 4:20 p.m.