May

Board meeting – 85th meeting

Centre Mont-Royal, Mansfield 2 Room
2200 Mansfield Street, Montréal, Québec
Wednesday, May 5, 2010, at 12:30 p.m.

Present:

Mr. Jean-Pierre Allaire
Mr. René Carignan
Ms. Martine Carré
Ms. Hélène Darby
Dr. Francine Décary
Dr. Marc Dionne
Mr. André Légaré
Dr. Serge Montplaisir
Dr. Patricia Pelletier

Absent:

Dr. Sylvain Bélisle
Dr. Martin Champagne
Ms. Suzanne Turmel
Mr. Wilson Sanon, Hemovigilance Committee observer

Guests:

Me Suzanne Courchesne, Chair, Research Ethics Committee
Me Smaranda Ghibu, Vice-President, Legal Affairs
Mr. Guy Lafrenière, Vice-President, Administration and Finance
Dr. André Lebrun, Vice-President, Medical Affairs in Hematology
Mr. Gilbert Rodrigue, Meeting Delegate, Héma-Québec

1 .Call to order

Mr. Jean-Pierre Allaire chaired the meeting. He welcomed the members and guests present.
Quorum was established and the meeting was called to order at 12:30 p.m.

2. Adoption of the agenda

It was moved, duly seconded and unanimously resolved to adopt the agenda with the following changes:

8.5.1 Composition of committees

8.5.2 Secure site access

8.11 Consensus conference in Toronto

3. Adoption of the minutes of the 84th meeting on February 17, 2010, including in camera discussion

It was moved, duly seconded and unanimously resolved to adopt the minutes of the 84th meeting of the Board held on February 17, 2010, including the in camera discussion, as submitted.

4. Business arising from the 84th meeting on February 17, 2010

The document was reviewed.
Item 5 - Present the losses in the course of production per labile product to the Audit Committee (once a year): the item is postponed to the June 15, 2010, meeting.
Item 11 - Follow up on the Consensus Forum for blood bank directors: it is agreed to remove this item from business arising.
The other items are in the meeting agenda or will be discussed at future meetings.

5. Safety of blood supply

5.1 Pathogens under surveillance

Updates to the scorecard were presented by the CEO.
She drew the members’ attention to the addition of Q fever.
An epidemic of this fever is raging in the Netherlands due to the high concentration of the production of goats, which are carriers of this disease. This pathogen spreads through the air and is transmissible by blood.
The public health representative states that there have only been a few cases identified in Québec.
Fever Q was discussed at the last Safety Advisory Committee meeting held in April. For the time being, the committee is satisfied with Héma-Québec’s monitoring of this situation.

6. Financial Affaires

6.1 Operational statistics at March 31, 2010

The vice-president, Administration and Finance, joined the meeting.
He stated that a new format was presented to the Audit Committee during its meeting on April 28, 2010. With a few corrections suggested by the committee, this format will be presented to the Board at its meeting on June 15, 2010.
Furthermore, the auditors have started their audit.

Last, there was a surplus of $1.6 million for the year ending March 31, 2010, despite the cost of measures introduced during the flu pandemic (H1N1).
The members were satisfied with the results presented.
The vice-president, Finance and Administration, left the meeting.

7. Management report

7.1 Management statement

The discussion took place in camera.

7.2 2009–2010 activities: year-end report

The CEO presented the document. At the request of the chair, she specifically pointed out the activities or projects whose application is delayed.
For human tissues, the vice-president, Stem Cell, Human Tissues and Reference Laboratory Operations, will develop a new approach to reflect the experience of the past five years.
The CEO also explained the delays in the implementation of the new labile products’ processing method. The introduction had been planned for June 2010, but is postponed until October 2010 following the validation findings that revealed more hemolysis upon expiry than is allowed by the CSA standard.
However, the presence of hemolysis presents no danger for recipients, as confirmed by the literature review conducted in this area by the vice-president, Medical Affairs in Hematology.
Following discussions with Health Canada, Héma-Québec’s proposal was accepted for review. Obligatory post-implant follow-up is expected. Furthermore, Health Canada will ask the CSA to review the standard in this regard.
For all of the year’s activities, no noted delays affected the safety and sufficiency of the blood supply.
Last, the CEO highlighted receiving a Grande Mention at the Grand Prix québécois de la qualité.
The members were satisfied with the explanations provided.
It was specified that the list of Héma-Québec’s publications for 2009–2010 would be tabled at the June meeting.

7.3 Stem cells: public banks vs. private

The vice-president, Medical Affairs in Hematology, joined the meeting.
This presentation was requested by the Board.
It appears that both public and private cord blood banks are successful. However, Héma-Québec management is not concerned about competition from private banks and have not noticed any impact on the supply.
The seven hospital centres that collect cord blood are sufficient for achieving Héma-Québec’s goals. Of the 80,000 births per year in Québec, about 3,000 donations are collected for the public bank.
The members discussed the potential threat of the competition.
The members feel that this presentation enabled them to better understand how cord blood banks work.
The vice-president, Medical Affairs in Hematology, left the meeting.

8. Board business

8.1 Return to March 10, 2010, strategic planning

The members had no specific comment on the activity. However, they appreciated this annual exercise with management.

8.2 Reduced spending by public agencies

The members read a letter from the Ministre des Finances and chair of the Conseil du Trésor addressed to the Ministre de la Santé et des Services sociaux the day before the budget was tabled. The document stated the 1% reduction in labour spending for the public agencies under its guidance but without further clarification.
More specific instructions are expected to determine the consequences for Héma-Québec.

8.3 Review of Board activities

The chair invited the members to read the table handed out to them. It comprised the activities that must be covered by the Board and its committees during the year regarding their respective mandate described in the by-laws.
The table will be available for reference on the secure site reserved for the directors.
Furthermore, the CEO invited each of the vice-presidents to present their division’s activities for 2010–2011.
8.4Executive Committee: March 12, 2010
For the benefit of the members, the chair resumed the discussions regarding the classification of Héma-Québec under the new accounting standards. The majority of Executive Committee members felt that there are disadvantages to the IFRS, starting with significant accounting complications. The public sector standards are much simpler, even if the perceived distance between Héma-Québec and the government could be reduced by adopting these standards.
The Executive Committee has nevertheless held that the perception of this distance was otherwise guaranteed and that it was not strictly based on the adoption of accounting standards. Moreover, the fact that Héma-Québec could choose which standard to adopt partly illustrates this distance.
The decision to adopt the public sector accounting standards was finally made by the majority. The CEO and Board secretary maintained her dissent during the vote.
This decision was communicated by letter to Québec’s financial controller by reaffirming Héma-Québec’s independence from the government.
The members of the executive approved the appointment of Ms. Suzanne Turmel as member of the CEO’s Selection Committee.
It was moved, duly seconded and unanimously resolved to approve the minutes of the 8th meeting of the Executive Committee held on March 12, 2010.

8.5 Governance Committee: March 23, 2010

The topics discussed at the March 23 Governance Committee meeting are listed below.

8.5.1 Composition of committees

The Governance Committee chair reviewed the composition of Board committees, i.e. the Governance Committee, Audit Committee and Human Resources and Compensation Committee.
The Board discussed the requirements of the by-laws regarding the independent and non-independent nature of committee members as well as the minimum number of members for each committee.
The Board chair said that he would attend Audit Committee meetings more frequently as an observer if the minimum number of members is not established.
Mr. André Légaré showed interest in becoming a member of the Audit Committee.
It was moved, duly seconded and unanimously resolved to appoint Mr. André Légaré as member of the Audit Committee for a three-year mandate.
As well, Mr. René Carignan showed interest in having his mandate as chair of the Audit Committee renewed.
It was moved, duly seconded and unanimously resolved to renew the mandate of Mr. René Carignan as chair of the Audit Committee for two years.
Last, an election notice will be called at the next meeting for the positions of chair and vice-chair of the Board of Directors.

8.5.2 Secure site access

The chair of the Governance Committee informed the members that she has tested the secure site that contains the documentation for Board of Directors meetings. The site is very functional and easy to use. She thanked the IT team that worked to implement the site and the meeting delegate for his availability.
Access keys and a user guide were distributed to the members at that time.
The site will officially be up and running for the June 15 Board meeting.

8.5.3 Mandate renewal: committee chair and member

Ms. Hélène Darby expressed interest in the renewal of the mandates of chair and member of the Governance Committee, respectively.
It was moved, duly seconded and unanimously resolved to renew the mandate of Ms. Hélène Darby as chair of the Governance Committee for two years.
It was moved, duly seconded and unanimously resolved to renew the mandate of Ms. Hélène Darby as member of the Governance Committee for three years.

8.5.4 Amendments to the Code of Ethics for Directors and signature thereof (sections 6.2 and 6.3)

The Governance Committee recommends the amendments to sections 6.2 and 6.3 of the code of ethics that further clarify the process resulting from applying the code. These amendments are proposed following comments made by the directors during the 2009 self-evaluation.
It was moved, duly seconded and unanimously resolved to approve the amended Code of Ethics for Directors.
The chair invited the members to sign the adherence form.

8.5.5 Amendments to By-Laws (articles 3.2.6 et 4.2.3)

Le Governance Committee recommended two minor amendments to the By-Laws.
In section 3.2.6 on the performance of directors, the new wording provides for follow-up rather than an evaluation by the chair.
As for the amendment to section 4.2.3, it simply takes into consideration the new title of “vice-president and chief operating officer.”
It was moved, duly seconded and unanimously resolved to approve the By-Laws as amended.

8.6 Audit Committee: April 28, 2010

8.6.1 Appointment of members

The item was discussed in 8.5.2.

8.6.2 2009–2010 preliminary results

The chair of the Audit Committee commented briefly on the document that was reviewed in detail by the Audit Committee during its April 28, 2010, meeting.
There was a surplus of $1.6 million. This surplus is in line with the ±2% margin in terms of the financial performance approved by the auditor general.
The members congratulated management for the performance achieved.

8.6.3 Insurance brokerage fees

The discussion took place in camera.

8.6.4 Management statement signatories

The discussion took place in camera.

8.6.5 Tabling of mid-year risk management report

The members took note of the report that was reviewed in detail by the Audit Committee during its April 28, 2010, meeting.

8.7 Human Resources and Compensation Committee: April 28, 2010

The discussion took place in camera.

8.8 Scientific and Medical Advisory Committee: renewal of mandates

The Board read the members’ résumés.
The CEO, after having consulted the chair of the SMAC and the committee’s Board observer, recommended the renewal of the mandates of Dr. Julie Audet, Dr. Bernard Massie and Dr. Denis Riendeau.

8.8.1 Dr. Julie Audet

It was moved, duly seconded and unanimously resolved to renew Dr. Julie Audet’s mandate as hematopoiesis representative on Scientific and Medical Advisory Committee for five years.

8.8.2 Dr. Bernard Massie

It was moved, duly seconded and unanimously resolved to renew Dr. Bernard Massie’s mandate as biotechnology representative on the Scientific and Medical Advisory Committee for five years.

8.8.3 Dr. Denis Riendeau

It was moved, duly seconded and unanimously resolved to renew Dr. Denis Riendeau’s mandate as industrial research representative on the Scientific and Medical Advisory Committee for five years.

8.9 Research Ethics Committee

8.9.1 2009–2010 annual report

Me Suzanne Courchesne, chair of the Research Ethics Committee, joined the meeting.
At the request of the Board, the Committee chair was invited to present the operation and activities of the REC.
She briefly described her career path and reviewed the sections of the annual report.
She summarized the mandate of the REC, which consists of an ethical assessment of every research project that focusses on humans or biological material (e.g. blood).
She explained the process for studying various projects submitted to the committee. The documentation related to the projects provided by researchers is submitted to committee members before each meeting. Every document is reviewed, especially the information and consent form submitted to research project participants. The model of this form has undergone various revisions over the years.
At the end of the exercise, the committee may approve the project as is or with conditions (change requests), suspend its approval or refuse it, which rarely happens.
Every project must be reapproved annually until the end of the projects, or when the findings are published.
The chair feels that the quality of the presentation of all projects is good and is satisfied with the committee’s work.
The CEO wanted to specify that these projects were previously approved by the SMAC, which incorporates the main research streams in R&D. Also, a donor registry reserved exclusively for research was developed from deferred donors.
In conclusion, the chair of the REC felt that the risks managed by the committee, which are low, are well controlled.
The members were satisfied with this presentation and thanked the chair of the REC.
Me Suzanne Courchesne left the meeting.

8.10 2010 recognition events

The chair of the Board invited members to attend at least one event.

8.11 Consensus conference in Toronto

The next consensus conference will be held in Toronto on October 26 and 27, 2010, and will discuss decision-making in the area of blood safety. Based on the usual format, specialists and conference speakers will attend. A panel of representatives from various backgrounds and groups will also be present.
The members are invited to attend.

9. Documents submitted

The members read the documents.

9.1 Minutes of previous meetings

9.1.1 Audit Committee: February 10, 2010
9.1.2 Human Resources and Compensation Committee: February 10, 2010
9.1.3 Safety Advisory Committee: November 9 and 10, 2009
9.1.4 Research Ethics Committee: March 12, 2010

9.2 Héma Express

• International Women’s Day: the origin of the “real” March 8 (March 8, 2010)
• Four excellent reasons to mark the week of April 18! (April 19, 2010)
• A greener step toward ecology! (April 21, 2010)
• Two prestigious awards for our CEO! (April 22, 2010)
• The members congratulated the CEO for winning the Thomas F. Zuck Lifetime Achievement and the Ronald O. Gilcher, MD awards handed out by the America’s Blood Centers (ABC) and the Association of Donor Recruitment Professionals (ADRP), respectively.

10. Discussion with management absent

The CEO and guests left the meeting.
An in camera discussion was held.
The CEO and guests returned to the meeting.

11. Miscellaneous business

There was no miscellaneous business.

12. Next meeting: June 15, 2010, at 11 a.m. in Montréal

The next Board meeting will be held exceptionally on Tuesday, June 15, 2010, at 11 a.m. in Montréal.

13. Adjournment

It was unanimously resolved to adjourn the meeting at 16 h 50.