April

Board of Directors – 73rd meeting

Boardroom, Ville Saint-Laurent
Wednesday, April 30, 2008 at 12:30 p.m.

Present:
Mr. Jean-Pierre Allaire
Ms. Cheryl Campbell Steer
Mr. René CarignanMs. Martine Carré
Dr. Martin Champagne
Ms. Hélène Darby
Dr. Francine Décary
Ms. Carole Deschambault
Dr. Marc Dionne
Dr. Pierre Ouellet
Mr. Wilson Sanon (Hemovigilance Committee observer)

Absent:
Dr. Serge Montplaisir
Dr. William K. Li Pi Shan

Guests:
Dr. Gilles Delage, Vice-President Medical Affairs in Microbiology
Ms. 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
Awaiting the arrival of Ms. Cheryl Campbell Steer, Mr. Jean-Pierre Allaire acted as Meeting Chair. He welcomed the members and guests who were present.
Quorum was established, the meeting was called to order at 12:35 p.m.

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

Addition of item 4.1 – Date on which new Chair will take office
Removal of item 8.4.3 – Construction Plan Outline 2008-2010 (Montreal facility)

3. Adoption of the minutes of the 72th meeting of February 13, 2008 including closed-door discussions
It was moved, duly seconded and unanimously resolved to adopt the minutes of the 72nd meeting of the Board held on February 13, 2008 including closed-door discussions as amended.

4. Business arising from the 72th meeting of February 13, 2008
The document was reviewed. The various items appeared on the meeting agenda.
Ms. Cheryl Campbell Steer joined the meeting and continued for Mr. Jean-Pierre Allaire.

4.1 Date on which new Chair should take office
Members discussed the date that would be most appropriate for the new Chair of the Board to take office.

It was moved, duly seconded and unanimously resolved, that the date on which the new Chair would take office will be the day after the Audit Committee meeting approving the 2007-2008 annual report.

5. Financial Affairs
5.1 Indicators as at March 31, 2008
The Vice-President Administration and Finance joined the meeting.
He presented the document that will from now be called “Operating Statistics”. For packed allogenic red blood cells, the actual number of deliveries amounted to 228,191 while the budget was established for 223,500. The margin was thus of 2.1%. It was also mentioned that the members of the Audit Committee proposed that be included losses during production and suggested that the results of GLOBULE Centres should include platelets by apheresis.

The preliminary results as at March 31, 2008 were tabled during the meeting.
All four product lines show an increase of 2.8% at the real preliminary 2007-2008 compared to that of 2006-2007. The Vice-President Finance and Administration highlights the following points of interest:

• A credit of $1.6M for 2006-2007 and of $21M for 2007-2008 will be granted to hospitals;
• Purchasing foreign currency led to a budget surplus of $12.9M;
• The rate of packed cells was calculated at $322.17 for 2007-2008 vs. $347.14 in the budget.

Moreover the auditing processes are going well.
The members declared themselves satisfied with the results presented.

5.2 Follow up on the bill amending the Financial Administration Act.
Two meetings have been held with the Ministère des Finances. We clearly stated that Héma-Québec must have all the latitude necessary to raise a loan without delay when it comes to security measures. The enactment of this law is planned for this June. The law provides for the possibility of obtaining prior approval from the Ministre de la Santé et des Services sociaux and from the Ministère des Finances for policies concerning loans, investments and foreign currency exchange. These policies, in which Héma-Québec’s margin of manoeuvrability will be defined, will be presented to the Board for approval at its next meeting.
The Vice-President Administration and Finance left the meeting.

6. Safety of the supply
6.1 Pathogens under surveillance
The updated report was tabled.

7. Management Report
7.1 Management statement
Closed-door discussion.

7.2 Review of activities: end of 2007-2008
The President and CEO presented a document assembled to address the strategic issues.
She drew the attention of members to the changes having occurred since the last quarter, as indicated in bold in the report.
Actions which did not undergo any changes in 2007-2008 were removed from the document.
She focussed mainly on the following points:

• Shelf life: for red blood cells, losses due to expired shelf life stands at 0.7%, while for platelets by apheresis it stands at 1.5%. The members discussed the question of these losses in the hosptials.
• Study on the reduction of pathogens: the topic will be addressed in the fall following its presentation to the advisory committees.
• Widespread genotyping of blood donors: 3000 donors have been genotyped to this day. A report on this subject has been presented to the Medical and Scientific Advisory Committee. The members were satisfied with the results.
• Work shifts in the laboratories (qualification): night shifts have been abolished and shifts on Saturdays have been reduced by 50% after 13 years in practice.
• Human resources: each employee is directed towards a specific HR councillor for all HR issues.
• Maintaining accreditations: The American Association Tissues Bank accreditation has been renewed without any observations stemming from the February 2008 audit.

Lastly, the President and CEO mentioned that the management succession plan will be presented to the Compensation and Human Resources Committee at the next meeting.

7.3 Responses to observations stemming from the Health Canada inspection of Montreal facility (January 14-25, 2008) / Final report of the Health Canada inspection of Québec City facility (March 10-14, 2008)
For the Montreal facility, all eight observations were level 3, that is, minor risk.
For the Québec City facility, Health Canada made only one observation, also level 3.
The members wished to congratulate the Operations division, Quality and Standards division as well as all managers and
employees who underwent the inspection, for their excellent work.

8. Board affairs
8.1 Election notice: Vice-President
The Vice-President Legal Affairs reviewed the procedure provided for in Héma-Québec’s general by-laws.
The Chair issued an election notice to fill the position of Vice President of the Board.

Candidates must inform the Secretary of their intention to apply one week prior to the next meeting, June 11, 2008.

8.2 Executive committee: March 28, 2008 meeting report
8.2.1 Adoption of the minutes
It was moved, duly seconded and unanimously resolved that the minutes of the sixth meeting of the Executive Committee held on March 28, 2008 be adopted as submitted.
The members of the committee ratified the hiring of the Vice-President Research and Development, who began as of April 1st.

8.2.2 Retention for insurance
Closed-door discussion.

8.3 Governance Committee: appointment of Ms. Martine Carré
It was moved, duly seconded and unanimously resolved to appoint Ms. Martine Carré as a member of the Governance Committee for a mandate of three (3) years.
Moreover, the Committee’s President commented on the governance training program offered by the Collège des administrateurs de sociétés last April 18th. It was noted that Héma-Québec is before its time on several aspects concerning governance, mainly as to the involvement of the Board in strategic planning.
The members discussed the role of the Chairperson of the Board within the committee. This topic will be addressed at the next meeting.

8.4 Audit Committee: April 23, 2008 meeting report
The Committee President summarized the topics that had been addressed at the committee’s last meeting.

• The preliminary results for 2007-2008 were presented: the results are on target according to the budget.
• Construction plan 2008-2010 (Montreal facility): the document will be revised before being tabled for approval.
• Committee member evaluation: a self-assessment questionnaire was presented to Committee members. Compiled results will be discussed at the committee’s next meeting.
• Compliance – environmental legislation: members were informed as to the recent developments in this dossier.
  Attempted fraud: no such attempt was reported.
• Reporting financial irregularities: no such irregularity was reported over the year.
• Audit of purchasing procedures: certain irregularities were noted in the audit report. Recommendations meant to correct these will be presented to the Audit Committee.
• Review of the emergency plans: simulation dates, updates, and other relevant information were presented for each plan. All simulations were conducted successfully.

Finally, the members examined the main risks that will be under observation over the year, the contracts for professional fees, the calendar of internal financial audits and operating statistics as at March 31, 2008.

In keeping with the discussions on the composition and succession plan for the Committee and its President, the members recommended to the Board the appointment of Mr. René Carignan as Committee President since Mr. Jean-Pierre Allaire will have to step down from his position once he officially begins his duties as Chairman of the Board.

It was moved, duly seconded and unanimously resolved, to appoint Mr. René Carignan as President of the Audit Committee for a mandate of two (2) years.

Also, Ms. Carole Deschambault stated that she intends to have her mandate as Committee member renewed.
It was moved, duly seconded and unanimously resolved, to renew the mandate of Ms. Carole Deschambault as member of the Audit Committee for three (3) more years.

Finally, the members agreed that Ms. Cheryl Campbell Steer become a member of the Audit Committee at the end of her mandate as Chair of the Board. Ms. Campbell Steer accepted to become a member of this Committee.
It was moved, duly seconded and unanimously resolved, to appoint Ms. Cheryl Campbell Steer as member of the Audit Committee once her mandate as Chair of the Board of Directors ends.

8.4.1 Cost approval framework for major construction projects
The President and CEO presented briefly the outline, which will oversee the various phases in which a project is tabled to the Board (first presentation at the design phase and second at the detailed design). As needed, the Board will be consulted anew at the time of calling for tenders if costs significantly exceed the budget approved beforehand by the Board.
During the meeting of the Audit Committee held on April 23, 2008, members agreed that any project will first be presented to the committee, which will then recommend its adoption to the Board. Thus, the Audit Committee be kept abreast of development with respect of each project . The Audit Committee recommended this framework be adopted.

It was moved, duly seconded and unanimously resolved, to adopt the “Framework for cost approval of major construction projects”, considering that the Audit Committee will examine the projects and will recommend them to the Board at the appropriate phases.

8.4.2 Framework for cost approval of major projects involving computers
The President and CEO presented briefly the document that is based on the same principal as the framework for cost approval of major construction projects.
It included an item called “implementation”, not found in construction projects.
The Audit Committee presented the same comments and recommendations for this document as for the framework for construction projects.
It was moved, duly seconded and unanimously resolved, to adopt the “Framework for cost approval of major projects involving computers”, considering that the Audit Committee will examine the projects and will recommend them to the Board at the appropriate phases.
The members consider that these frameworks efficiently support the approval process of the Board. They also give managers a view of good practices in project management.

8.5 Human resources and compensation committee: Meeting reports for March 21, 2008 and April 23, 2008
The Committee president summarized the topics covered during these meetings. During the session held on March 21, members recommended to the Executive Committee the hiring of a VicePresident in Research and Development. During the session of April 23, members studied an amended version of the committee’s mandate. They also read the calendar of activities. They also recommended the appointment of Mr. René Carignan as member of the committee.
It was moved, duly seconded and unanimously resolved, to appoint Mr. René Carignan as member of the Human Resources and Compensation Committee.
Lastly, members held closed-door discussion over certain topics.

The Vice-President Legal Affairs and meeting delegate left the meeting.
Closed-door discussions.
The Vice-President Legal Affairs and meeting delegate rejoined the meeting.

8.5.1 Amendment to Committee mandate
The members read the amended mandate. It was specified that one item had been added.
This item states that the committee will examine and approve appointments of vice-presidents being recommended by the President and CEO.
The Board thus delegated its appointment powers to the committee.
A discussion followed. The Board said itself in favour of this delegation of power which does not call into question the authority of the Board in this matter.
It was moved, duly seconded and unanimously resolved, to adopt the mandate of the Human Resources and Compensation Committee as amended.
Ms. Carole Deschambault left the meeting.

8.6 Safety Advisory Committee (November 27 and 28, 2007 / March 18 and 19, 2008) and RRAC (April 19, 2008) recommendations
The Vice-President, Medical Affairs in Microbiology joined the meeting.

8.6.1 TRALI : IgA-deficient plasma donors
Pending a decision as to the safety measures aimed at reducing the risk of TRALI stemming from plasma transfusions, it must be established whether we must make an exception for IgA-deficient donors and accept all plasma from IgA-deficient female donors. The Management Committee recommended that no exception be made concerning IgA-deficient plasma.

This decision was justified by certain figures: the greater majority (87%) of IgA-deficient products comes from male donors; more than 75% of plasma collected by apheresis comes from male donors. As needed, we could perform screening test on other donors for IgA deficiency to compensate in the loss of donors. Male donors could thus be targeted for such screening tests.

The Safety Advisory Committee (during its November 27 and 28, 2007 meeting) and the Recipient Representative Advisory Committee (during its February 2nd, 2008 meeting) ratified the recommendation of the Management Committee.
It was moved, duly seconded and unanimously resolved, to ratify the recommendation relating to IgA-deficient plasma donors.

8.6.2 TRALI: platelets
The Vice-President, Medical Affairs in Microbiology presented a brief history and description of the physiopathologies of TRALI. He specified that the risk is greater for products with high plasma content (plasma, platelets) and lower for products with low plasma content (red blood cells, cryo). Fifty-eight cases have been reported by the Québec Hemovigilance System since 2000; eight deaths have been reported for the same time period.

The policy which had been approved by the Management Committee in February 2008 had planned to exclude women with prior pregnancies from donating platelets by apheresis. For platelet concentrate derived from whole blood (, it has been recommended that they be prepared using only whole blood donations received from male donors.

This measure would be effective only six months after the measures for platelets by apheresis have been introduced so as to allow inventory to be re-established following the measure affecting this type of product.

Some exceptions may be applied to donors of platelets by apheresis compatible with recipients from HLA groups and for donors of platelets compatible with recipients for HPA groups. Eventually, tests could be implemented for these exceptions.

The Safety Advisory Committee (during the March 18 and 19, 2008 meetings) and the Recipient Representatives Advisory Committee (during the April 19, 2008 meeting) ratified the recommendation of the Management Committee.

It was moved, duly seconded and unanimously resolved, to ratify the recommendation concerning the platelets strategy (TRALI).

8.6.3 Chagas: survey on travelling habits
It was once again stated that the advisory committee had approved the algorithm for selective screening of the Chagas disease, however with a modification to the question on travel.

The SAC had recommended that the analysis procedure be implemented for any stay in an endemic country, regardless of the length and no longer only for stays of one month or more.

A survey was conducted to assess the impact the change on the quantity of donations to be analyzed.

The results of the survey indicate that travelling antecedents have a significant impact on the quantity of analyses for first-time donations.

As such, when not taking into account the length of the stay, the ratio is 225/1000, while for one month or more it is only 29/1000. The number of tests to be conducted based on the length of the stay would be, for a first year, 5,735 (stays of one month or more), vs. 36,650 for any stay regardless of its length.

The SAC (during its March 18 and 19, 2008 meetings) and the RRAC (during its April 19, 2008 meeting) ratified the initial recommendation of the Management Committee according to which the analysis procedure will be implemented for stays of one month or more in endemic countries.

It was moved, duly seconded and unanimously resolved, to ratify the recommendation concerning Chagas (for stays of over one month).

8.6.4 Tissues: bacterial cultures for eye tissues
It was explained that Héma-Québec will soon be in charge of corneas collected and prepared by the Banque d’yeux nationale du Québec (Maisonneuve-Rosemont Hospital Centre). Those in charge of the ocular tissues have asked Héma-Québec’s opinion as to the relevance of performing a bacterial culture for corneas before they are transplanted.

The current procedure provides that donors are excluded if there is a local or systemic infection. The corneas are collected aseptically and at the time of their preparation in laboratory, a first bacterial culture is performed (“pre-implantation” culture).

The corneas are then soaked in antibiotics and transplanted within 5 to 7 days. At the time of the transplant, a second bacterial culture is performed (“post-implantation” culture).

The management committee recommended to continue the practice that consists in performing pre-implantation cultures and to create a list of acceptable and unacceptable microbes to qualify corneas with positive culture results.

The SAC (during the November 27 and 28, 2007 meeting) and the RRAC (during its February 2, 2008 meeting) ratified the recommendation of the management committee.

It was moved, duly seconded and unanimously resolved, to ratify the recommendation regarding maintaining bacterial cultures on corneas.

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

Ms. Martine Carré left the meeting.

8.7 Scientific and Medical Advisory Committee: report on the meeting held on April 29, 2008
The President and CEO summarized the various themes addressed during this session.

The members are reminded that the Committee’s mandate includes a presentation on a review of the literature.

This review covered the following topics: in vitro production of universal red blood cells, in vitro production of mature human red blood cells from Hematopoietic stem cells, usage off label of recombinant FVIIa, effects of red blood cell storage time on the clinical effectiveness of the transfusion.

Regarding recombinant FVIIa, the members of the SMAC were impressed by the approval structure of this product in Québec that aims to limit its use to the insert indications of the product. The members then spoke of the possibility of funding a study on the effects of refusing the off label use of the recombinant FVIIa. The members of the Board discussed this and asked that the President and CEO consider this possibility.

Lastly, the President and CEO named the list of papers published by the R&D team in 2007-2008 and the grants received by its members. She also presented the companies and organizations that contributed to the R&D activities.
The members of the SMAC said they were very satisfied with the work done in R&D.

8.8 Review of the 3-year strategic plan (meeting held on March 20, 2008)
The vice-presidents had positive comments for this meeting to which Board members participated. The members considered that this meeting was very instructive and enabled them to be up-to-date on the organization’s activities.

This meeting should therefore be repeated next year.

Furthermore, this exercise also confirmed the relevance of the 2007-2010 strategic issues. Thus, the strategic plan approved last year by the Board will not be changed.

8.9 Code of ethics for directors: reading and statement form
The members read the document. They are invited to sign the personal statement form regarding a director’s code of ethics.

8.10 Directors liability– Act to amend various legislative provisions in health and social services (Bill 67)
Closed-door discussion.

8.11 Member attendance to public regional meetings
The members reviewed the calendar of the public regional meetings.

The Chair of the Board urged members to participate in these activities. Thus, members must inform the meeting delegate of which event they plan to attend.

In addition, the President and CEO briefly outlined the program of the National Blood Donor Week that will be held June 9-15, 2008. She reaffirmed that June 14 has been designated “World Blood Donor Day” by the World Health Organization.
This event will officially be declared by the minister of Health and Social Services during a motion in the National Assembly of June 11. On that day a blood drive will be set up in front of the National Assembly.

We also plan to hold a blood drive June 5 and 6 for the 400th anniversary of the founding of Québec City. The National Blood Donor Week will have wide media coverage, notably in the regions, through articles on donors, ads in newspapers, on Héma-Québec vehicles and advertising panels.

The week’s activities will also be connected to the Blood Transfusion Safety week.

9. Tabling of documents
The members read the following documents:

9.1 Minutes of previous meetings
9.1.1 Audit Committee: February 13, 2008
9.1.2 Recipient Representatives Advisory Committee: February 2, 2008
9.1.3 Research Ethics Committee: February 12, 2008
9.2 Press Releases
9.2.1 Parliament of Canada declares National Blood Donor Week in June
9.2.2 National Organ and Tissue Donor Week – Héma-Québec invites everyone to get on board
9.3 Info Héma-Québec Express

• Relocation of Côte-Vertu Globule Centre – The set-up location is now known (February 20, 2008)
• Annual review of financial statements – It begins today! (February 25, 2008)
  Changes in the Board of Directors of Héma-Québec (March 4, 2008)
• March 8: International Woman’s Day (March 7, 2008)
• Renewal of our AATB accreditation (March 11, 2008)
• Balancing work and personal life: summary of activities (March 14, 2008)
• Ten years ago today… Héma-Québec was created! (March 26, 2008)
• Health Canada Inspection – Our two licenses have been renewed! (March 27, 2008)
• Regulatory testing: night shift ceased and Saturdays on a rotation schedule (April 2, 2008)
• Octas 2008 – Héma-Québec’s excellence recognized once more (April 3, 2008)
• April: a month of themes! (April 10, 2008)

10. Discussion with management absent
The President and CEO and guests left the meeting.

Closed-door discussion.

The President and CEO and guests rejoined the meeting.

11. Miscellaneous business
There were no items under Miscellaneous business.

12. Next meeting: June 18, 2008 at 12:30 p.m., in Montreal
The next meeting will be held on June 18, 2008 at 12:30 p.m., in Montreal.

13. Adjournment
It was unanimously resolved to adjourn the meeting at 6 o’clock p.m.