Meeting MINUTES of the Meeting of the Board of

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					                                                           Meeting # 02-2005-66

MINUTES of the Meeting of the Board of Directors of Canadian Blood Services held
at Canadian Blood Services, 1800 Alta Vista Drive, Ottawa on Thursday and Friday,
February 10 and 11, 2005 at 8:30 a.m.

PRESENT:     Verna Skanes
             Graham Sher
             John Dawson
             Kenneth Ezeard
             Bernadette Garvey
             William Gleed
             Leah Hollins
             Kenneth Hughes
             Frank Jones
             James Kreppner
             Adélaïde La Plante
             Chandrakant Shah
             Neil Wilkinson

being a quorum of the directors of the Corporation, and

             Kathryn Butler Malette (February 10)
             Christian Choquet (February 10)
             Sophie de Villers
             Watson Gale
             Ian Mumford (February 10)
             Marcel Leclair (February 10)
             Jeff Moran (February 10)
             Eric Dean (CBS Foundation Update)
             Ron Fairchild, DVA Navion (CBS Foundation Update)
             Gail Phillips (February 10)

Verna Skanes took the Chair and Watson Gale acted as Secretary to the meeting.

A quorum of the Directors of the Corporation being present and notice of the
meeting having been given to all Directors of the Corporation, the meeting was
declared to be duly constituted for the transaction of business.


The proposed Agenda for the meeting was reviewed and ON MOTION duly made,
seconded and unanimously carried, IT WAS RESOLVED THAT the Agenda of
February 10 and 11, 2005, be approved as presented.


Verna Skanes referred to the minutes of the meeting held on December 16 and 17,
2004. After review and discussion, ON MOTION duly made, seconded and
unanimously carried, IT WAS RESOLVED THAT the minutes of the meeting of the
Board of Directors of the Corporation held on December 16 and 17, 2004, be
approved as amended.




Verna Skanes reported on the recent meetings held with the Ministers of Alberta and
British Columbia, both of whom are newly appointed, and she provided a detailed
summary of both these meetings and a discussion followed.

Verna Skanes referred to the conference call for the Special General Meeting of the
Members, scheduled for February 22, 2005 and reminded Board members that three
members of the Board were in attendance at last year’s meeting and she requested
the Board’s permission to do the same this year.


Graham Sher reported on activities and performance measures for the quarter
ended December 31, 2004. He referred to the lengthy briefing note provided in the
Board material and stated that this is the first CEO Report using the new Balanced
Scorecard approach. He pointed out that this is still a learning curve and it will take
several fiscal quarters to refine.

Graham Sher reported that he will highlight certain items in the report and will
answer questions and provide clarification where required.

Under blood operations, Graham Sher reported on major achievements, including
Anti-HBc Project Implementation, National Contact Centre (“NCC”) Performance,
Laboratory Information System, HR/Payroll Project. He stated that these are major

initiatives and will be captured in the Balanced Scorecard. Clarification was sought
on the Quality Management System Transformation Project, Service Level
Agreements for the NCC, and HR/Payroll cost.

James Kreppner joined the meeting.

Graham Sher then referred to section C1 (Provide Safe Products and Services to
Canadians) of the report and explained the new layout of the various sections of the
report. Each section will contain a coloured rating scale, which indicates the
progress against the Strategic Objective, the owner of the matter, the performance
analysis, next actions, and associated initiatives. He reviewed and explained the
charts showing the number of audit findings by Health Canada, the recall events
related to errors and accidents, recall events related to post donation information,
and adverse transfusion events by category.

Graham Sher then reviewed in detail the CBS Corporate Strategy map and
highlighted where changes can be seen. He referred to SO2 - Monitor known and
emerging threats and t the table setting out the various agents and criteria that
currently represent potential threats to the blood supply of the Western world. He
referred to the table under the heading SO4 – Protect against risks and the
recommended actions to protect against these agents. He drew the Board’s
attention to two agents – HHV8 and Simian Foamy Virus - explaining the criteria and
reviewing the recommended action. It is expected that Health Canada will give a
directive on Simian Foamy virus and he updated the Board on discussions held on
this issue.

Comments were received and it was felt that these tables are an excellent reporting
tool and it was requested if items of concern could be highlighted.

Graham Sher reviewed S3a Status of Ongoing Quality Systems Initiatives, S3b
Corrective Actions and Preventive Actions (“CAPA”), S8a Blood Product and Service
Matrix, and SO9 Develop or Adopt New Products and Services. Graham Sher also
referred to I1a Information Capital Readiness and Jeff Moran, CBS Chief Information
Officer, provided an outline and explained the chart on information capital portfolio.

Graham Sher updated the Board on the sale of Bayer and the meeting held with
senior executives of the new company, currently referred to as New Plasma
Services, and clarification was sought with respect to the directed donations issue
and the private/public healthcare partnerships in Alberta.

The Board’s feedback was requested on the new Balanced Scorecard and positive
comments were received.


Stephen Vamvakas reported on the Transmissible Diseases Surveillance Reports
(“TDSR”) conducted by the National Epidemiology and Surveillance Unit of the
Division of Medical Scientific and Research Affairs (“MSRA”), and which was
presented to the Safety, Science & Ethics Committee by Dr. Sheila O’Brien, Director,
National Epidemiology and Surveillance Unit.

Stephen Vamvakas stated that the objectives of the presentation are to describe
trends in the prevalence of transmissible disease markers from 1990 to 2003, to
provide interpretation of the data, and to describe future strategic directions of the
CBS surveillance programme.

He explained how the National Epidemiology Donor Database functions as well as
how transmissible disease data is validated, and how transmissible disease rates
are interpreted.

Stephen Vamvakas reported on transmissible disease rates, which measure
detectable infections, but stated that the risk is from undetectable (window-period)
infections – the window-period being the period immediately following a donation
when the donor is infectious, but has not yet developed antibodies

Stephen Vamvakas reviewed the HIV, HCV, HBV, and HTLV prevalence per
100,000 donations by donation status from 1990-2003, and syphilis from 1995-2003
and explained to the Board the various graphs. He reviewed the confirmed-positive
donations and prevalence rates for each transmissible disease marker for all CBS
regions in 2002 and 2003, as well as the rates among Canadian and American blood
donors in 2002 and the following chart shows the prevalence rates for all
transmissible disease markers for Canadian donors.
                            Canadian Blood Services
                                     First time   Repeat
                                     (N= 81,962) (N= 770,938)
                 Marker              pos. Rate pos. Rate
                 Total HIV           0       0.0  1      0.1
                 Total HCV           80      97.6 14     1.8
                 HbsAg               80      97.6 13     1.7
                 Anti-HTLV-I/II      10      12.2 1      0.1
                 Syphilis            44      53.7 10     1.3

In summary, he reported that the rates of some transmissible diseases are lower,
while the rates of the remaining transmissible diseases remain stable, and that for
the most part, positive results occur in first time donors.

Stephen Vamvakas reported that, overall, transmissible disease rates are the lowest
they have been since tracking began. He stated that if there were to be a change
and if the trend were to reverse, these rates can tell that there has been a change in
trend, but cannot tell why.

Stephen Vamvakas then reviewed the future strategic directions of the National
Epidemiology and Surveillance Unit.

Kenneth Ezeard reported that Dr. O’Brien gave an excellent presentation to the
SSEC and that CBS is now in a position to also start collecting data that can explain
any change(s) in trend that may be observed in the future.


Graham Sher referred to the briefing note provided in the Board’s material and
reminded the Board of discussions held earlier with respect to agreement between
CBS staff and provincial government officials with respect to final budget figures with
the exception of research and development (“R&D”). It was agreed by CBS and the
P/T Blood Contacts that the issue of funding for the CBS R&D program would be
resolved in a process separate from the negotiations of the global CBS budget. He
reported on subsequent negotiations held and the breakdown of funds to be
attributed to the R&D programme for an interim solution for 2005-2006.

Graham Sher reported that a conference call will be held with the Ministers on
February 22, 2005, to approve the CBS 2005-2006 Budget and requested the
Board’s approval prior to the conference call.

After review and discussion, ON MOTION duly made, seconded and unanimously
carried, IT WAS RESOLVED THAT the Board endorse the proposed 2005-2006
level of funding for research and development pending approval by the Members.

After review and discussion, ON MOTION duly made, seconded and unanimously
carried, IT WAS RESOLVED THAT the Board approve the CBS 2005-2006 budget.


Christian Choquet provided an update to the Board on the status of CBS’s quality
system, including an evaluation in reference to the new CSA standard (Z902-04) on
“Blood and blood components”.

He explained to the Board the definitions of quality system and quality management,
as well as quality as defined by various organizations. He reviewed the FDA quality
system regulations and the quality system documentation hierarchy and stated that
the quality system shall be described in a quality manual. Christian Choquet
reviewed the system management procedures and their relationships into an
integrated quality management system. He also reviewed the system management
procedures at CBS and CBS’s state of control, noting that CBS is in compliance with
overall activities, but there are areas which need to be addressed. He then reviewed
the efforts needed to achieve compliance to CSA standard.

Finally, Christian Choquet reviewed the challenges facing CBS and the next steps to
be taken.

A general discussion took place including the impact on the strategic initiative and
regulatory standards. Kenneth Ezeard reported t at the Safety, Science & Ethics
Committee (“SSEC”) was given this presentation in December 2004, and updated
the Board on discussions held at the SSEC meeting yesterday.


John Dawson provided highlights from the Finance & Audit Committee meeting held
on February 9, 2005.

He reported that an update was provided to the Committee by Graham Sher on the
financial status of CBSI and stated that the Committee is awaiting an actuarial
assessment on loss reserves. He updated the Board of this issue and also reported
that a response is also pending on the premium deficiency reserve.

John Dawson reported that the Committee was updated on the Risk Review
Working Group and that Watson Gale will be making a separate report to the Board.

John Dawson reported that an update had been provided on the request for
proposal process with respect to the replacement of CBSI’s investment managers
and that there was some consideration to split the portfolio but that it was
recommended not to do this split.

John Dawson reported that the Committee reviewed the financial statements for the
period ending December 31, 2004 and stated there is expected to be a surplus of
$4.5 million. The Committee also received a report on the 2004-2005 fractionation

John Dawson reported that an update was provided on the 2004-2005 Internal Audit
Plan and a discussion took place with respect to the management of this list. He
reported that for the 2005-2006 Audit Plan, PricewaterhouseCoopers will be
updating the risk assessments.

The Committee also received two internal audit reports on the HR Payroll Project
and Internal Audit of Travel and Expense Claims and John Dawson provided a brief
summary for the Board.

John Dawson reported that Michael Foster has developed a monitoring system to
track audits and stated that updates will be provided at each meeting and once a
matter has been completed it will be struck off the list.

John Dawson reported that the last item to be discussed was the Internal Audit
mandate and Michael Foster is to review the mandate in place at the time of his hire.
John Dawson referred to a document he received 20 Questions Directors Should
Ask About Internal Audit and that this will be reviewed by Michael Foster who will
come back to the Committee in June with his thoughts.

The Committee had a presentation on Insurance Renewal Update which was
presented by Brent Hart, Director, Risk Management and which covered the various
coverage lines. Brent Hart pointed out that the policies in place had September 30
year ends and that he has been negotiating an 18 month policy so that the renewals
will co-incide with CBS’s fiscal year end. John Dawson reported that the cost of the
insurance programme is approximately $2 million per annum and there is a cost
saving of $200,000.

John Dawson thanked Brent Hart for his hard work and commended him on his

John Dawson reported that the Terms of Reference have been updated but will not
be approved by the Committee and brought to the Board until the work currently
underway in developing the Board Balanced Scorecard has been completed.

John Dawson reported that he obtained a document from PWC on self assessment
for audit committees, which he completed and circulated to the Committee. He has
asked Committee members and Management to take a look at the report and it will
be revisited in a year.

John Dawson reported that an in-camera session was held subsequent to the
meeting, with Michael Foster, and then with the Committee alone.


Kenneth Ezeard provided highlights from the Safety, Science & Ethics Committee
meeting held on February 9, 2005.

Kenneth Ezeard stated that his report will be brief as two items, Transmissible
Diseases Surveillance and Quality Systems, were presented to the Board.

Kenneth Ezeard reported that Dr. Sheila O’Brien, Director, National Epidemiology
and Surveillance at CBS provided a very comprehensive report to the Committee
which went into greater detail on the five diseases, HIV , HCV, HBV, HTLC, and
syphilis being tracked. The Committee also looked at gender breakdown and
Mr. Ezeard stated that one conclusion drawn was that the numbers start to decline
once a person reaches the age of 30. Kenneth Ezeard reported that the Surveillance
Program will now be enhanced by tracking risk factors in TD-positive donors and in
the general donor population.

Kenneth Ezeard reported that the Committee received a follow up report by Christian
Choquet on Quality Systems which was previously presented to the Committee in
December 2004. He reported that there have been four audits in the third quarter
and he highlighted some of the observations. In addition to Health Canada audits, he
reported that CBS also carries out internal audits, which usually predict or reflect
Health Canada audit observations .

Kenneth Ezeard reported that the Committee concentrated on the two areas of
recalls, namely post-donation information (“PDI’s”) and errors and accidents (“E/A”).
He reported that there was discussion about improvement initiatives and the need to
move forward with a Corrective Action/Preventive Action (“CAPA”) system.

The Task Tracking Calendar was reviewed and Kenneth Ezeard reported that there
will be a presentation to the Committee in June on research strategy planning. He
also reported that there will be a CBS/PT joint working group on utilization.


Bill Gleed introduced Ron Fairchild, President and CEO of DVA Navion to present
the final report of the Campaign Feasibility and Planning Study.

Ron Fairchild began with reviewing some basics of a campaign noting that a high
degree of commitment is required from internal leadership. He reported that one-on-
one interviews were conducted with internal stakeholders, known philanthropists,
financial institutions, corporate representatives, CBS vendors and foundations.
These interviews were conducted September 2004 through to February 2005 and

involved 70 participants. He reported on the key findings of the interviews with
respect to awareness and reputation of CBS, perceptions of the needs described in
the Case for Support, interest and availability of volunteer leadership and the
willingness of participants to personally or corporately support the proposed

Ron Fairchild outlined DVA Navion's recommendations to the Board and stated that
it is their recommendation that CBS initiate a national capital campaign and that
preparation should begin immediately.

Evolving campaign structures were reviewed comparing the traditional campaign
structure to the evolving campaign structure, which is increasingly staff-driven.

Ron Fairchild reviewed the internal campaign readiness noting that existing
Foundation staff, Eric Dean and Andrea Maunder, have significant campaign
experience and are well suited to staff a campaign. DVA Navion recommends that a
campaign management team be established to direct the campaign plan and
activities reporting to the CBS Board through the CEO.

Finally, Ron Fairchild reviewed the campaign phases, the organizational flow chart,
the timelines, and the gift chart.

Eric Dean reviewed with the Board the briefing note in the Board's materials and the
decision requirements described. He highlighted discussions held at the Foundation
Task Force meeting the previous day and outlined the key steps which would assist
in readiness for a campaign but precede a final decision by the Board on whether to

Discussion took place, including the time commitment from internal leadership; the
potential impact of expiry of terms of some Board members in September of this
year; the advantages of moving ahead now; concern regarding possible perception
of supplier donations; and the anticipated time commitments of involvement of the

Bill Gleed thanked Ron Fairchild for his presentation and Ron Fairchild left the

Bill Gleed then updated the Board on the meeting of the Foundation Task Force held
the previous day. The members of the Foundation Task Force were Bill Gleed,
Verna Skanes, John Dawson, Adélaïde La Plante, Rod McLennan, with staff support
of Graham Sher, Watson Gale and Eric Dean. Bill Gleed reported that no firm
consensus was reached by the Task Force and that it was felt the Board should
review and fully discuss the report.

Each of the Task Force members present provided their views of the issues and the
Board discussed the points raised. Graham Sher addressed some of the concerns
raised and stated that it is his belief that this campaign can be a success, and
further, that the projects or strategic initiatives proposed to be funded by a campaign
are crucial to the future of CBS.

After review and discussion, ON MOTION duly made, seconded and unanimously

CBS establish a Campaign Project Team, a co-ordinating team of CBS and
Foundation staff, tasked with the following three deliverables:

a.    CBS Foundation to develop a revised Case for Support for the Campaign,
focused on the elements: Enhancing Blood Clinics and Collection Technology;
Outreach programs for donor recruitment and retention; and, Research &
Development. The Case elements must be endorsed and approved by the EMT and
CBS Board.

b.     CBS Foundation to develop policies for vendor and corporate solicitation and
sponsorship. These policies, for CBS Board approval, should be developed by a
cross-functional team of CBS and Foundation staff with appropriate support and
advice (which includes input from patient groups and an ethicist).

c.     CBS Foundation to develop a Business Case for the proposed Campaign,
including timelines and budget, reflecting the structures and approaches needed for
success. The Business Case must be approved by CBS EMT.


Leah Hollins referred to the HR agenda and reported that Kathryn Butler Malette
provided the Committee with the Q3 Report of the Human Resources Division and
highlighted accomplishments, including operational excellence, customer and
stakeholder relationships, and one of the best employers. The HR budget was also

John Yeardly provided the Committee with an extensive presentation on the
Employee Satisfaction Survey, which had a 75% response rate. Leah Hollins
reported that there were no big surprises but that there are some areas needing
attention. Kathryn Butler Malette is to develop a plan of what action is to be taken
and she reported that John Yeardly commented how nicely the comments fit into the
strategy map.

Leah Hollins reported that a lot of time was spent discussing the CEO Balanced


Frank Jones provided highlights from the Governance Committee meeting held on
February 9, 2005, and reported that one item is to be approved by the Board.

Neil Wilkinson referred to the draft document CBS Board of Directors Government
Relations Backgrounder and Guidelines for Board Members which was discussed at
the Governance Committee yesterday and reviewed with the Board the proposed
wording changes.

After review and discussion, ON MOTION, duly made, seconded and unanimously
carried, IT WAS RESOLVED THAT the CBS Board of Directors Government
Relations Background and Guidelines for Board Members document be approved as


James Kreppner reported that on Monday, February 7, 2005, there was a full-day
meeting of the National Liaison Committee as well as a tour of the new CBS facility
at 40 Concourse Gate.

Graham Sher gave a presentation on the CBS Corporate Plan and Balanced
Scorecard and an update was provided on the CBS Foundation. James Kreppner
reported that concern was raised regarding vendor donations to the CBS Foundation
and the potential for a conflict of interest situation.

There were presentations by Sue Smith and Mathias Haun on Plasma Protein
Products Strategic Plan, by Bill Mindell on Recovery of Surplus Proteins, and Robert
Czerny and PJ Vankoughnett-Olson on NLC Evaluation. He reported that the NLC
Evaluation was a preliminary report and that findings were quite positive.

The Community Liaison Committee presented a brief report on what is happening in
their areas.

James Kreppner reported that there is an emerging issue regarding the reduction in
the service of Greyhound Bus Lines and whether that would affect blood deliveries in
the affected regions.

He reviewed the topics for the next NLC meeting which will be held on June 6, 2005.




1.      Stem Cell Information Session
2.      Update on Employee Satisfaction Survey


Graham Sher referred to the article recently published in Vox Sanguinis entitled “The
rights of blood recipients should supersede any asserted rights of blood donors” by
J.P Brooks, University of Oklahoma Health Sciences Centre, Oklahoma City, OK,

An in-camera session, with the CEO, was held, at which the organization of EMT
was discussed, following which an in-camera session, without the CEO, was held,
and the CEO Balanced Scorecard, in the context of an evaluation process for the
CEO, was discussed.

There being no further business the meeting terminated at 4:20 p.m.

__________________________              _______________________
Chair                                   Secretary