being a quorum of the directors of the Corporation, and invited and in attendance were:

Transcription

1 # MINUTES of the meeting of the Board of Directors of Canadian Blood Services held at Canadian Blood Services Head Office, 1800 Alta Vista Drive, Ottawa, Ontario on February 6, This was a closed meeting, not open to the public. PRESENT: Leah Hollins, Chair Henry Pankratz H. Dunbar Russel Gary Glavin Wayne Gladstone Elaine Sibson Craig Knight Rabbi Dr. Reuven Bulka Robert Teskey Denis Losier Suromitra Sanatani Graham Sher (ex officio) ABSENT: Chris Carruthers Mike Shaw being a quorum of the directors of the Corporation, and invited and in attendance were: Jean-Paul Bédard Christian Choquet Dana Devine Watson Gale Ian Mumford Andrew Pateman Pauline Port Mark Donnison Ralph Michael Phil Barnes, CBSI Director Bonnie Charron, Assistant Corporate Secretary Laurie-Jean Smith Executive Admin to VP General Counsel & Corporate Secretary CALL TO ORDER / OPENING OF MEETING Ms. Hollins took the Chair and Mr. Gale acted as Secretary to the meeting. Page 1 of 5

2 The Chair called the meeting to order and introduced Mr. Barnes, a director of CBSI, and Ms. Smith Executive Administrative Assistant to Mr. Gale. APPROVAL OF AGENDA Ms. Hollins referred directors to the meeting s agenda, and for information purposes, a draft agenda for the Board meeting of March 19-21, After review, ON MOTION duly made, seconded and unanimously carried, the agenda for the meeting of February 6, 2014 was approved. APPROVAL OF MINUTES OF NOVEMBER 21-22, 2013 Ms. Hollins referred directors to the minutes of the Board meeting held on November 21-22, 2013, and for information purposes, to the minutes of the committee meetings held on 20 November After review, ON MOTION duly made, seconded and unanimously carried, the minutes of the Board meeting of November 21-22, 2013 were approved. REPORT OF THE CHAIR Ms. Hollins advised that she attended a public policy forum in Vancouver, BC, on the subject of federal civil service reform. She also informed the board that following the closure of the CBS clinic in Grand Falls, NL, she had participated in a meeting with the Health Minister and Dr. Sher to discuss the reasons for the closure. Lastly, she referenced the orientation session held for new and existing directors held the day prior to the current meeting. Mr. Gale added that as discussed during the orientation session, there is a need to formally update the Board Travel and Expense Policy in order to align it with current practice: Whereas as of October 1, 2013, the Board reviewed the structure of the expense and honoraria policy and provided clarification as to the application of existing rates under that policy (note that no rates were increased as a result of this clarification), Now therefore it is RESOLVED THAT the Board Travel and Expense Policy, CC1500, be updated so that the rates paid to board members are $500 per day for travel and $750 per day for all other board activity. REPORT OF THE CEO Dr. Sher mentioned that he and Mr. Bédard had attended a lunch at the Economic Club of Canada featuring Ms. Ambrose, the federal Minister of Health, as the key note Page 2 of 5

3 speaker. He then addressed, and the Board discussed, various operational and emerging matters. 1. Donor Screening issue, Calgary Dr. Sher provided an update on a major recall in Calgary. Although large in size, it was determined that this was a low risk recall not likely to cause any adverse health consequences to recipients. It had no impact to patient care in the way of product availability. All transfusion needs were met. As this was a case of an employee not adjusting its behaviour after being corrected by management, the employee was let go and its professional association informed. This deviation from good manufacturing practices was also used as an opportunity to underline for front-line staff the importance of reporting all incidents as part of a quality culture. 2. CEO Executive Exchange visit to the UK National Health Service Dr. Sher participated in a 3-day executive exchange visit in January He reported on his experiences with the NHS executive team, the nature of their operations, and his site visit to what may be the flagship blood manufacturing site in the world today. Dr. Sher produced an executive report following the exchange for knowledge sharing purposes. 3. CEO Performance Review process The Board was reminded that the Chair will send an to each Board member in preparation for the performance review of the CEO in March Grand Falls-Windsor (NL) clinic closure The importance of outreach to affected communities with a strong communications strategy was discussed. Directors inquired whether there were any other imminent closures of under-performing operations, and Dr. Sher replied that routine analysis continues to evaluate both mobile and fixed sites but that no others are expected at this time. 5. Budget and Corporate Plan reviews and approvals Ms. Port informed the Board that following the budget negotiations, the budget has been recommended for approval. There was a decision to send the budget to the new Assistant Deputy Minister Steering Committee which is a new approach to the approval process. Page 3 of 5

4 6. eprogesa Dr. Sher briefly discussed this project, referring to the attached briefing note and noting an error on the last paragraph on page 3. It should read project delay from the originally anticipated June 2013 implementation date;.... The meeting discussed the mission critical deployment of eprogesa, set to go live in 10 days. Dr. Sher advised directors that the executive management team would make a go/no go decision at that time. It was agreed that the Board would be informed of the decision by , with a more detailed report provided at the March Board meeting. SUBSTANTIVE MATTERS Corporate Performance Review Final Report Ms. Port reviewed the history of the Management Response to the Performance Review, reminding board members that it was approved by the Board in August 2013, and presented to Members at the Annual General Meeting in October She discussed next steps and timelines to close out the implementation of recommendations from the Review, which will be tabled at the Special Members Meeting on March 26, The schedule will unfold as follows: - Send final report to Board for review on Feb 28; - Feedback to be sent by 4 March; - Final version to be posted for Board review on 6 March; - Final document will be sent to the PTs on 12 March as part of the meeting materials for the Special Members Meeting on 26 March. Issues Related to the CBS Governance Framework Mr. Gale distributed a list of discussion questions and decision points for input into the draft National Accountability Agreement (NAA). The meeting proceeded to discuss each question, highlighting critical items and providing management with guidance as to the form and content of the draft document which will become the foundation tool in the negotiations. The meeting discussed next steps, namely that the discussions and decisions of the Board will become input for the negotiating mandate and a draft National Accountability Agreement. The document will be shared and input solicited from the PTs in March. IN-CAMERA The Board held a session in Camera with and without the CEO. MEETING CONCLUDED There being no further business, the meeting concluded. Page 4 of 5

5 Chair Secretary Page 5 of 5