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RECORD OF DECISIONS

RECORD OF DECISIONS
RECORD OF DECISIONS of a meeting of the Board of Directors of The Canadian Blood Services held at the St. John’s Blood Centre, St. John’s, Newfoundland on Wednesday, October 14, 1998 at 10:30 a.m.

 

PRESENT: Mary Collins
Kenneth Fyke
Frederick Hyndman
Rod MacLennan
Linda Rankin (October 15 and 16, 1998)
Neil Wilkinson
Lynda Cranston
William Gleed
William Livingston
Peter Pinkerton
Verna Skanes
Durhane Wong-Rieger
REGRETS: Douglas Kinsella Harvey Schipper
being a quorum of the directors of the Corporation, and
Bruce Clark
Harvey Geddes
Craig Ivany
John McIsaac
Ian Mumford
Graham Sher
 
by invitation.
With the unanimous consent of the meeting, Mr. Fyke took the Chair and Mr. Clark 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 of the Directors of the Corporation, the meeting was declared to be duly constituted for the transaction of business.
MINUTES OF PREVIOUS MEETINGS

The meeting resumed at 8:30 a.m. on October 15, 1998 with Linda Rankin and June Bain present and Graham Sher not present. Mr. Fyke referred to the minutes of the previous meetings and ON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED THAT:

  • 1. the minutes of the meeting of the Board of Directors of the Corporation held on September 16 and 17, 1998 be approved with certain amendments thereto;
    2. the minutes of the telephone conference meeting of the Board of Directors held on September 25, 1998 be approved.
HUMAN RESOURCES COMMITTEE

Ms Rankin outlined the proposed terms of reference of the Human Resources Committee, including its proposed change of name. Following a discussion of the matter, ON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED that the name of the Human Resources Committee together with the terms of reference presented to the Board of Directors be approved.

PUBLIC MEETING ARRANGEMENTS

Ms Cranston noted the obligation of the Corporation to hold one public Board meeting per year, the first of which will be held in January of 1999.

Following the discussion, ON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED that the management of the Corporation be authorized and directed to establish policies and procedures concerning open Board meetings for consideration by the Board of Directors, having regard to the discussion at this meeting.

FINANCE AND AUDIT COMMITTEE REPORT

Ms Collins reported that Canadian Imperial Bank of Commerce has provided a term sheet to the Corporation, offering to provide a letter of credit with a structuring fee and an annual standby fee of the undrawn credit facility. Mr. Gleed then outlined the steps which had been taken by the Corporation to secure the liquidity facility and the requirement in the Insurance Captive for the facility. Following a discussion of the matter, ON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED THAT:

  • 1. the term sheet presented to this meeting relating to the provision by Canadian Imperial Bank of Commerce of a letter of credit facility be approved;
    2. the execution by the Corporation of such term sheet by the Vice-Chair and the Chief Executive Officer of the Corporation be and the same is hereby approved.

Ms Collins confirmed that Canadian Imperial Bank of Commerce had provided a line of credit for working capital purposes. Following a discussion of the matter, ON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED that the execution by the Chief Executive Officer of the Corporation of the term sheet relating to the provision by Canadian Imperial Bank of Commerce of an operating credit facility be approved, ratified and confirmed.

REPORT OF SAFETY, SCIENCE AND ETHICAL STANDARDS COMMITTEE

The meeting resumed at 9:00 a.m. on October 16, 1998, at which time Dr. Skanes reported on several matters which had recently been considered by the Safety, Science and Ethical Standards Committee.

Following a discussion by the Board of Directors, ON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED THAT:

  • 1. a motion be presented to the Board of Directors of the Corporation at the next meeting that the Corporation implement leuko depletion of red blood cells on a universal basis prior to the storage of blood products;
    2. all material information, studies and papers pertinent to the matter be provided to members of the Board of Directors of the Corporation prior to the meeting, so as to allow a full discussion of the matter;
    3. management, members of the Safety, Science and Ethical Standards Committee and the Board of Directors consult as appropriate with the BBR, the National Blood Safety Council, the Consumer Advisory Committee, federal, provincial and territorial representatives and other interested parties in connection with the foregoing matter.
LEGAL COUNSEL REPORT

Mr. Clark tabled a by-law giving effect to the recommendation at the previous Board meeting that the entitlement of Board members to remuneration be included in the letters patent of the Corporation. Following a discussion of the matter, ON MOTION duly made, seconded and unanimously carried, IT WAS RESOLVED that By-law No. 4 of the Corporation as presented to this meeting be approved.