Board meeting – 78th meeting
Boardroom, Ville Saint-Laurent facility
1. Call to order
2. Adoption of the agenda
3. Adoption of the minutes of the 77th meeting held on December 10, 2008, including the closed-door discussion
4. Business arising from the 77th meeting held on December 10, 2008
The items appear on the agenda, or will be addressed at subsequent meetings.
5. Financial affairs
Units of packed red blood cells delivered to hospitals stood at 174,687 vs. 171,005 in December 2007, an increase of 2.1%. The actual percentage of rejected units of packed red blood cells was 4.72% compared to 5.44% in December 2007, a decrease of 13.2%.
The net total of labile products was $8,156,000, and $9,756,000 for stable products, for an overall surplus of $17,912,000, $15M of which has already been returned to the government.
Finally, liquidities stood at $14,044,380 as at December 31, 2008.
The members discussed funding for other services, the Human Tissues Division in particular. The members noted that the volumes are not in line with the business plan. This situation can be explained in part by the fact that the MSSS is delaying officially declaring Héma-Québec the sole provider of human tissues in Quebec.
Also, as requested by the Board, there will be a more detailed presentation on the Human Tissues Division performance indicators at the next meeting.
5.2 Operating statistics as at January 31, 2009
The statistics on the Centre Laval Globule Blood Donor Centre are included in the document, but, as at the end of March, they are combined with those on the Côte-Vertu Globule Centre, which is now closed. Note that the Centre Laval Globule Blood Donor Centre has been in operation since December 15, 2008, and that it officially opened on January 20, 2009.
Also, Operations is looking into the possibility that Place Versailles Globule donors move to Centre Laval Globule.
5.3 Follow-up on amendments to the Financial Administration Act
The Vice-President, Administration and Finance left the meeting.
6. Safety of the supply
There has been a decrease in H5N1 virus (bird flu) activity. Finally, an update was given on cases of variant Creutzfeldt-Jakob disease.
6.2 Malaria monitoring: letter to public health authorities
The members read the letter and stated that they were satisfied with it.
The public health representative will follow up on this issue with Quebec public health authorities.
7. Management report
7.2 Health Canada inspection
7.2.2 Inspection report for Centre Laval Globule Centre
The inspection reports for the Place Laurier Globule Centre and the Quebec City facility will be presented at the next meeting.
7.3 Review of the 2008 regional public meetings
The members were informed that the 2009 calendar of regional public meetings and donor and volunteer recognition events is available.
Members were invited to attend these activities. The calendar will be sent to members so that they can indicate their availability.
8. Board affairs
Members discussed renewing mandates or replacing directors. The mandates of three directors must be renewed and two members must be replaced. A letter on this topic was sent to the MSSS Biovigilance Director on February 19, 2008. Héma-Québec also proposed candidates in September and November 2008.
The members complained about the slow process. The Auditor General's report was also mentioned, which states that several directors' positions at other organizations or government corporations are taking a long time to be filled. It also mentions the complexity and inadequacy of the current process.
The Chair of the Board will follow up with the Auditor General regarding the renewal of mandates for Héma-Québec directors.
Members discussed the possibility that Héma-Québec appoint a small number of directors itself. Relevant amendments to the Act respecting Héma-Québec will be discussed at the next Governance Committee meeting.
The topic of methods for sending documents (by mail or email) to directors was broached. It was agreed that Board members would be surveyed on this topic.
8.1.1 Amendments to the general bylaws
Section 1.1.2 and 4.1.2 - Independent director
The Public Health representative reminded members that he is considered an independent director and explained why. The members duly noted this information.
Section 3.3.7 – President and Secretary and Section 4.2.3 – The President and CEO's replacement
It was motioned, duly seconded and unanimously resolved to approve the changes to the general bylaws.
8.1.2 Directors' expectations regarding the three-year strategic plan (March 11, 2009)
The Chair of the Board informed the members of the tentative meeting agenda.
To round out the documentation sent to members, they asked that they be sent a CICA document entitled "20 Questions Directors of Not-for-profit Organizations Should Ask about Strategy and Planning."
8.2 Audit Committee: Report on the meeting of February 11, 2009
8.2.2 Signatory authorization grid
The Chair of the Audit Committee drew the members' attention to the changes regarding legal action and damage claims. It was suggested that the Board of Directors be informed of all lawsuits since they are registered in court and are therefore public knowledge.
The Committee members felt that this increase was substantial. It was therefore proposed that a report of the claims be given to the Audit Committee twice yearly (at the April and October meetings). This topic will be added to the Committee's mandate discussed in point 8.2.3.
The Committee recommended the adoption of the modified signatory authorization grid.
It was motioned, duly seconded and unanimously resolved to adopt the changes to the signatory authorization grid.
8.2.3 Audit Committee mandate
5.2.6 "Other responsibilities"
Regarding this modification, the members deemed that it is not the Committee's responsibility to perform such an audit. Its role is to monitor.
5.3.3 "After the second quarter – October/November"
It was motioned, duly seconded and unanimously resolved to adopt the changes to the Audit Committee's mandate.
8.2.4 Risk management policy
The Board members read the changes to the risk management policy and stated that they were satisfied with them.
The Audit Committee recommended approving the modified risk management policy.
It was motioned, duly seconded and unanimously resolved to adopt the changes to the risk management policy.
The Committee Chair briefly presented the other topics discussed at the February 11, 2009, meeting.
Dr. Martin Champagne joined the meeting.
8.3 Human Resources and Compensation Committee: report on the February 11, 2009, meeting
8.4 Safety Advisory Committee: renewal of David Page's mandate as public representative
It was motioned, duly seconded and unanimously resolved to renew David Page's mandate as public representative on the Safety Advisory Committee for five (5) years.
8.5 Scientific and Medical Advisory Committee: report of the meeting held October 22, 2008
The President and CEO also discussed the mandates of the SMAC and SAC: research on the use of blood will be handled by the SMAC, while research on donors will be covered by the SAC.
8.5.2 Appointment of Dr. Srinivas V. Kaveri as immunology representative
It was motioned, duly seconded and unanimously resolved to appoint Dr. Srinivas V. Kaveri as immunology representative on the Scientific and Medical Advisory Committee for a term of five (5) years.
8.5.3 Appointment of Dr. Michel Houde as diagnostic technologies representative
It was motioned, duly seconded and unanimously resolved to appoint Dr. Michel Houde as diagnostic technologies representative on the Scientific and Medical Advisory Committee for a term of five (5) years.
9. Tabling of documents
9.1 Minutes of previous meetings
The President and CEO stated that Centre Laval Globule Centre employees are very satisfied with how the move has gone. She also mentioned that the ISO 15189 audit (Reference and Stem Cell Laboratory accreditation) performed by the Bureau de normalisation du Québec has been completed. No major observations were reported, but there were several minor observations. An action plan must be presented by Héma-Québec in the next 30 days and any corrective measures taken within 90 days.
10. Discussion with management absent
The discussion took place behind closed doors.
The President and CEO and guests rejoined the meeting.
11. Other business
12. Next meeting: April 29, 2009, 12:30 p.m., in Montreal