Board of Directors – 92nd meeting
Boardroom, Ville Saint-Laurent
Thursday, June 16, 2011, 12:30 p.m.
M. Jean-Pierre Allaire
M. René Carignan
Mme Martine Carré
Dr Martin Champagne
Mme Hélène Darby
Dr Jean De Serres
Dr Marc Dionne
Dre Annie Lagacé
M. André Légaré
Dre Patricia Pelletier
Mme Suzanne Turmel
Dr Serge Montplaisir
Haemovigilance Committee Observer:
M. Wilson Sanon
Me Smaranda Ghibu, Vice-President, Legal Affairs and Assistant Secretary
M. Guy Lafrenière, Vice-President, Administration and Finance
M. 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 addition:
9.5 Governance Committee
A motion was made to add this item to the agenda at every meeting. The President and CEO’s report will also be added to each meeting.
3. Declaration of interest
There was no declaration of interest. Directors also confirmed, for the purposes of the D & O insurance proposal, that they had no knowledge of any claim against any one of them or against Héma-Québec or of any facts that could give rise to such a claim.
4. Adoption du compte rendu de la 91e réunion du 4 mai 2011 incluant la discussion à huis clos
It was moved, duly seconded and unanimously resolved to adopt the minutes of the 91st meeting of the Board of Directors held on May 4, 2011, including the in camera discussions, as submitted.
5. Business arising from the 91st meeting, on May 4, 2011
The document was reviewed.
Item 1–Contact the Institute of Corporate Directors about the observer project: the Chair of the Governance Committee communicated the Board’s decision to those in charge at the ICD. The file is moving forward and developments are expected this fall. Moreover, members agreed that the ICD should also seek out an observer with production expertise (in the biomedical field, if possible). The President and CEO will follow up with the Institute.
Item 2–Contact the public health department about its mandate as director: the public health representative explained that he had approached public health directors about renewing his mandate and had explained to them the role of a director and the availability required. He also indicated that he was open to other candidates being proposed.
Following a meeting to be held shortly, a recommendation will be sent by letter to Héma-Québec management to be submitted to the Director of Biological Monitoring at the MSSS.
The other items appear on the meeting agenda or will be addressed at subsequent meetings.
6.Safety of the blood supply
6.1 Pathogens under surveillance
The President and CEO presented changes made since the last version of the chart. No major change was raised.
It was noted that rubeola has been added to the chart. The risk is, however, very slight and this pathogen has little impact since it rarely affects adults, i.e. donors.
In response to a member’s question about the recent emergence of an E. Coli strain in Europe, it was mentioned that transmission is through food and not blood.
6.1.2 Human Tissues and Stem Cells
No changes were made to the chart since the last meeting.
Members pointed out, however, that a link between the blood trend chart and the tissues and stem cells trend chart should be established. Therefore, if a pathogen is added to one chart, it should be determined whether it applies to the other. The case of rubeola mentioned above could serve as an example of this.
6.2 Pathogen reduction
This discussion took place in camera.
7. Financial affairs
The Vice-President, Administration and Finance joined the meeting for items 7, 8.4, 9.2 and 9.3.1, which were addressed immediately after item 6.2.
7.1 Management report at March 31, 2011
A brief presentation was made. The contents of the report can be found in the financial statements of March 31, 2011.
The Chair of the Audit Committee confirmed that the report had been reviewed by the Committee at its meeting of June 8. Members ascertained that the situation was under control.
7.2 Operating statistics at May 31, 2011
A 10% increase in collections and a 5.6% rise in deliveries of packed red blood cells were noted. The inventory is therefore adequate and fully meets the demand.
A 10% increase in collections and a 5.6% rise in deliveries of packed red blood cells were noted. The inventory is therefore adequate and fully meets the demand. Moreover, the inventory is increased in preparation for the summer, a period during which results of blood drives are historically lower.
Members remarked that the percentages of loss during production did not appear in the statistics and asked that they be included.
8. Management report
8.1 Management statement
This discussion took place in camera.
8.2 No-fault compensation plan
The Vice-President, Legal Affairs informed members that the plan has been in effect since May 31, 2011, and has led to a major reduction in the liability insurance premium.
8.3 Organizational analysis and drafting of a strategic plan
The President and CEO presented an organizational analysis of Héma-Québec. The analysis followed his onboarding, which consisted of a series of interviews with vice-presidents and managers, team meetings as well as management committee and other committee meetings.
He offered a few comments on certain divisions.
Regarding management, some ways of doing things could benefit from a review, either in terms of the efficiency of the Management Committee or within certain divisions.
In this organizational analysis, Héma-Québec is defined as a non-profit paragovernmental biotech producer that manages specialized high-tech products with ever-growing complexity.
Among the opportunities and choices mentioned were the increased demand for labile products and the possible addition of resources to meet that demand.
The President and CEO suggested ways to optimize blood drives, including integrating technological tools and sending messages to donors via smartphones or social media. Always with an eye to efficiency, optimizing certain steps in the production process might also be considered.
Ties with the Héma-Québec Foundation were also discussed. The Foundation supports Héma-Québec’s mission by funding promising project submissions. In turn, Héma-Québec provides some services and staff time to the Foundation to ensure its development.
However, the Foundation will soon have a full-time person to perform these tasks.
The next stages of the 2012–2015 strategic plan will be presented to the Board according to the following schedule:
- The vision for Héma-Québec in 2020: August 2011
- Evaluating feasibility and conditions: October 2011
- Directions: January 2012
- Details of the plan: March 2012
The members thanked the President and CEO for this presentation.
DDr. Marc Dionne left the meeting.
8.4 Presentation of the activities of the Administration and Finance division
This item was addressed after item 7.2.
The Vice-President, Administration and Finance presented his division’s activities. He described the various sections and the services offered by each of them. He also provided the number of employees and associated budget.
One of the main issues monitored by this division is operating costs and how they compare with those of CBS. It should be noted that Héma-Québec has managed to develop efficiency and operate at a cost that compares favourably with that of CBS.
9. 1. Board business
9.1 2011–2013 meeting calendar
Members were informed about the 2011–2013 tentative calendar. They will be consulted to set the dates of meetings in October 2011, January 2012 and March 2012.
Moreover, members would like to eventually discuss the meeting schedule, especially the start time of Board meetings.
Mr. Wilson Sanon left the meeting.
9.2 Remuneration of directors
This item was addressed after item 8.4.
La discussion a lieu à huis clos.
9.3 Audit Committee–June 8, 2011
The June 8 meeting dealt essentially with a review of the financial statements.
9.3.1 Financial statements at March 31, 2011
The Chair of the Audit Committee briefly presented the financial statements and related notes.présente brièvement les états financiers et les notes afférentes.
Explanatory notes regarding credits to hospitals (note 4) and contingencies (note 17) were added.
A brief discussion followed about the first paragraph of the note dealing with revenue recognition (note 2). More specifically, it was felt that the wording of the notion of recovery should be reviewed in light of advances paid out by the government.
Finally, the amount entered on the line “other charges” of the table in note 3 will be broken down in the next fiscal year.
The chair of the Audit Committee mentioned that the financial statements had been reviewed in detail by management.
Members also had an opportunity to speak with the external auditors and the Auditor General’s representative. Results of the audit were presented. A discussion in camera was also held in the absence of management.
While reviewing non-adjusted items, a discrepancy was noted in the pricing of cryoprecipitate stocks between the auditors’ interpretation and that of Héma-Québec management. The auditors established an accounting entry of $950K, while management estimated it at closer to $780K. The auditors did not, however, feel that this discrepancy necessitated a specific note or remark.
The discussion continues in-camera.
In the matter of the computer audit, only one observation was made about the management of passwords and access codes.
Necessary corrective action will be taken shortly. In the other aspects, the auditors noted an improvement over previous years.
Moreover, it was mentioned that the Auditor General will conduct a performance analysis of organizations in future audits. Finally, the Committee was informed that this is the third and final year of the contract with the auditors. In response to members’ questions, the Auditor General’s representative indicated that a call for tenders would be issued shortly.
During this meeting, the Audit Committee stated that it was satisfied with the answers to its questions. The Committee concluded that the audit went very well and that the auditors were able to count on the collaboration of management throughout the process.
The Audit Committee therefore recommended that the financial statements be adopted by the Board.
It was moved, duly seconded and unanimously resolved to approve the financial statements for the year ended March 31, 2011.
The Chair of the Board and the Chair of the Audit Committee were designated as signing authorities.
The Vice-President, Finance and Administration left the meeting.
9.4 Compensation and Human Resources Committee— June 8, 2011
The discussion took place in camera.
9.5 Governance Committee
The Chair of the Governance Committee invited the directors to complete the survey to assess how the Board functions.
For his part, the Chair will ensure that all directors complete the self-assessment questionnaire and will compile the results.
Members were also advised that a meeting of the Governance Committee will be held prior to the Board meeting of August 17, 2011.
9.6 Scientific and Medical Advisory Committee–May 31, 2011
The President and CEO summarized the items discussed at the meeting of the SMAC. The R&D Strategic Plan was presented for discussion. Since this plan will be integrated into Héma-Québec’s Strategic Plan, its adoption is planned for a later date.Committee members also discussed recent scientific developments of interest. This literature review is carried out once a year.
9.7 Follow-up of director training
ENAP training will take place this fall; however, the dates are still to be determined. The Board considered the costs to be reasonable.The business representative is following up on this file.
9.8 2011 Recognition events and regional public meetings
The 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 site
Members were informed about documents available on the secure Web site.
10.1 Minutes of previous meetings
10.2 L’Express d’Héma
A copy of the Héma Express dealing with National Blood Donor Week was submitted. Spokespersons for Héma-Québec’s awareness campaign were introduced in it.
11. Discussion in the absence of management
The President and CEO and guests left the meeting.
This discussion took place in camera.
12. Other business
No other items were brought up.
13. Next meeting: August 17, 2011, 12:30 p.m. in Québec City
The next Board meeting will be held on Wednesday, August 17, 2011, in Québec City.
A reminder will be sent to members to ensure quorum.
It was unanimously resolved to adjourn the meeting at 4:20 p.m.