AugustBoard of Directors – 93rd meetingBoardroom, Québec City Wednesday, August 17, 2011, 12:30 p.m.Present:Mr. Jean-Pierre Allaire Mr. René Carignan Ms. Martine Carré Ms. Hélène Darby Dr. Jean De Serres Dr. Marc Dionne Dr. Annie Lagacé Mr. André Légaré Dr. Serge Montplaisir Dr. Patricia Pelletier Absent:Dr. Martin Champagne Mr. Wilson Sanon, Haemovigilance Committee Observer Ms. Suzanne Turmel Guests: Mr. Jean-François Deschênes, Director, Purchases and Stores (by phone) Dr. Marc Germain, Vice-President, Medical Affairs Me. Smaranda Ghibu, Vice-President, Legal Affairs and Assistant Secretary Mr. Guy Lafrenière, Vice-President, Finance and Administration (by phone) Mr. Gilbert Rodrigue, Meeting Delegate Héma-Québec
1. Call to orderMr. Jean-Pierre Allaire chaired the meeting. He welcomed the members and guests present. Quorum was established, and the meeting was called to order at 12:40 p.m. 2. Adoption of the AgendaIt was moved, duly seconded and unanimously resolved to adopt the agenda as submitted. 3. Declaration of interestThere was no declaration of interest. 4. Adoption of the minutes of the 92nd meeting, held on June 16, 2011, including the in camera discussionsIt was moved, duly seconded and unanimously resolved to adopt the minutes of the 92nd meeting of the Board of Directors held on June 16, 2011, including the in camera discussions, as submitted. 5. Business arising from the 92nd meeting, on June 16, 2011The document was reviewed. Item 9 – Reflections on the consensus conference (Toronto, October 26–28, 2010): the report has been published. The document will be sent to members and its content will be discussed as part of the presentation on the risk management process, planned for the January 23, 2012, meeting. The other items appear on the meeting agenda or will be addressed at subsequent meetings. 6. Safety of the blood supply6.1 Pathogens under surveillanceThe Vice-President, Medical Affairs, joined the meeting. He presented the updates to the pathogen trend chart. 6.1.1 BloodChagas: Two donors tested positive on the screening test, a brother and sister. One of them had made previous donations; therefore a study of previous donations was begun. 6.1.2 Tissues and Stem CellsAs requested, rubeola was added to the chart. No other change was made to the chart since the last meeting. The Vice-President, Medical Affairs, left the meeting. 7. Financial affairsThe Vice-President, Finance and Administration joined the meeting by phone for items 7, 8.4 and 9.2. These last two items were addressed immediately after item 7.2. 7.1 Management report as at June 30, 2011At the Board’s request, the percentages of loss during production and expired products for packed red blood cells were added. The document was reviewed and discussed. The members pointed out that the actual rate for platelets presented on March 31, 2011, was lower than that budgeted for 2011–2012. It was explained that the implementation of the new transformation processes will allow for rates to be lowered with respect to what was planned in those projects. Furthermore, the Board was informed that the rate for plasma will be revised as part of the budget. This issue will be addressed at the Audit Committee meeting in October. It will also be included in the strategic plan in order to determine how plasma collection costs can be optimized. It should also be mentioned that the demand for labile products increased over the spring and summer (contrary to CBS and the United States). Blood drives had to be added, but this did not affect efficiency. The increase in demand from hospitals has become widespread for reasons that are not known but that might be administrative (for example, bed management) rather than medical. Lastly, it was noted that Globule centers and mobile unit productivity is not meeting budget targets. It was explained that although the reassignment of donors based on current needs is detrimental to the efficiency of the Globule centres and mobile units, it allows for needs to be better met while maintaining the overall efficiency of Héma-Québec. Indicators will therefore have to be found to accurately reflect this reality. 7.2 Operational statistics as at July 31, 2011The document was tabled at the meeting. With regard to packed red blood cells, a 6.7% increase in collection was noted compared to the same period last year. These results can be attributed to efforts to add blood drives in order to meet supply needs during the summer. Platelet deliveries increased by 6.5% compared to last year and are in line with budget estimates. For plasma, a decrease in deliveries to hospitals was noted (17.8%), which reflects a broad trend that has existed for some time now. Lastly, the total number of remunerated hours has been brought into line with the budget and is even lower than last year despite the increase in the number of drives. Also, the members pointed out that the dates of the rates of the various products do not match the dates in the report. A reference to the date will therefore be added. 8. Management report8.1 Management statementThis discussion took place in camera. 8.2 Report of the President and CEOThis discussion took place in camera. 8.3 Strategic planning: “The Vision for Héma-Québec in 2020”This discussion took place in camera due to the preliminary nature of the strategic planning elements. 8.4 Strategy for the supply of stable productsThis discussion took place in camera. 8.5 Presentation of the activities of the Legal Affairs divisionThe Vice-President, Legal Affairs, presented her division’s activities. She described its advisory role, the main services it provides as well as the duties of the team members. She provided a few figures pertaining to the annual activities of the division: number of insurance policies renewed, claims processed, contracts reviewed, laws and regulations to be monitored, and meetings (Secrétariat général). The 2011–2012 budget was also presented, most of which was allocated to insurance. Following questions from members, the Vice-President, Legal Affairs, underscored that all contracts that deviate from the model provided by Legal Affairs are reviewed by legal. These are mostly contracts for the Purchasing department, Operations (leases for blood drive sites) and R&D (licences, research collaborations, etc.). The members thanked the Vice-President, Legal Affairs, for this presentation. 8.6 Director protectionIt was agreed to postpone this item until the next meeting. 9.Board business9.1 Tabling of the final 2011–2013 calendarFollowing consultation with members about date changes, the calendar was modified accordingly and tabled. 9.2 Director remuneration and expense accounts: direct depositThis item was addressed after item 8.4. The Vice-President, Finance and Administration, explained that remuneration and expense accounts can now be paid by direct deposit. Accordingly, interested members were invited to fill out the form and send it to the meeting delegate. The Vice-President, Finance and Administration, left the meeting. 9.3 Governance Committee – August 17, 2011This discussion took place in camera. 9.4 Audit CommitteeThe Chair of the Audit Committee provided a summary of the last two meetings. 9.4.1 June 22, 2011 (budgetary assumptions)The budgetary assumptions for the development of the 2012–2013 budget have been reviewed by the committee. Provisions for capital assets and strategic plan projects are planned. 9.4.2 July 27, 2011 (annual report)The committee approved the content of the report and made sure that the internal process was followed. The members were also able to ascertain that the financial statements included in the document were compliant. Once again this year, the quality of the report must be underscored. The Chair acknowledged the regular attendance of members, who all attended the meeting. Also, a potential fraud was reported to the committee relating to long-distance call billing. This incident does not seem to be the result of a breach in Héma-Québec’s security. Management therefore demanded an explanation from the telephone service provider and also asked that the bill be entirely written off. 9.5 Research Ethics Committee: 2010–2011 annual reportThe members were informed of the REC report. The Vice-President, Legal Affairs, added that the committee was satisfied with progress made concerning the standardization of documents and the submission of projects by researchers. 9.6 2011 Recognition events and regional public meetingsThe Chair of the Board invited members to attend at least one of the events and to confirm their presence with the meeting delegate. 10. Posting of documents on the secure Web siteMembers were informed of documents available on the secure Web site. 10.1 Minutes of previous meetings10.2 Héma Express11.Discussion in the absence of managementThe President and CEO and guests left the meeting. This discussion took place in camera. 12. Other businessThis discussion took place in camera. 13. Next meeting: October 18, 2011, 8 a.m., in Montréal (presentation of the 2012–2013 budget)The next Board meeting will be held on Tuesday, October 18, 2011, in Montréal. The 2012–2013 budget will be submitted at this meeting. 14. AdjournmentIt was unanimously resolved to adjourn the meeting at 4:55 p.m. |