The Board has created three committees to oversee the Corporation’s activities:
Committee on the Terms and Conditions of Pooling
The Process and Terms Committee is made up of at least three (3) directors with at least one from each category, namely “Inside Directors or Outside directors”.
The Process and Terms Committee recommends to the Board of Directors the annual review of the Terms and Conditions of Pooling and their application during the compensation process in compliance with the Corporation’s policies.
To fulfill its mandate, the Committee shall carry out the following activities:
For the establishment of the parameters and their revision:
Reviews the consultant’s mandate (actuary, consulting actuary and pharmacist);
Recommends a consultant (actuary and consulting actuary and pharmacist);
Aims for equity between the Participants and towards the government system;
Reviews the hypotheses;
Recommends the pooling parameters; and
Holds a yearly consultation of the participants.
For the compensation process :
Reviews the process manager’s mandate;
Recommends a process manager;
Oversees and follows the pooling process and makes recommendations to the Board;
Sets the consultant’s mandate for actuarial analysis of the pooling process;
Recommends the consultant;
Review the compensation rules and the certificate of compliance annually;
Ensures that the Process runs smoothly;
Makes recommendations for the audit of participants; and
Ensures the correct communication of parameters and the accuracy of the related QDIPCInfos.
Ensure proper communication of the parameters and the accuracy of the related InfoSCAMQ;
Reviews periodically the New Entrant Participant Policy.
Assist general management in the interpretation of rules, prior approvals and, where applicable, the management of complaints.
Governance Committee and Human Resources
The Governance and Human Resources Committee of the Board of Directors of the Quebec Drug Insurance Pooling Corporation (hereinafter referred to as the “Committee”) shall consist of at least (3) Board members, related or not to the prescription drug insurance industry in Quebec.
In order to carry out its governance mandate, the Committee shall consider all matters in a way that ensures transparent operations in accordance with the rules of sound governance. It shall see to it that the rules required for the application of laws and regulations are drawn up, adopted and applied.
As the body responsible for governance, the Committee:
Periodically reviews the rules of governance related to the sound management of the Corporation;
Periodically defines the overall governance framework, including the roles of the Board of Directors, the chairperson, the secretary and the executive director;
Ensures that the risks that the Corporation is exposed to are identified;
Periodically reviews the Risk Management Policy and ensures compliance with it;
Periodically reviews the rules for allocating mandates to ad hoc consultants;
Periodically reviews the expertise and experience profiles for appointing Board members;
Acts as Nominating Committee for the election of Board members;
Carries out performance evaluations for the Board and the chairperson and periodically reviews the related evaluation forms;
Periodically reviews the Committee’s mandate;
Develops the Committee’s annual priorities;
Periodically reviews the measures for safeguarding confidential information that the Corporation may have;
Periodically reviews the Document Retention Policy;
Periodically reviews the Persons Authorized to Act Policy;
Periodically reviews administrators’ rate of remuneration;
Periodically reviews the Complaint Handling Policy;
Reviews a contingency plan for business continuity (manpower and other resources) as well as a succession plan.
With respect to the Code of Ethics and Professional Conduct and rules of governance of the Corporation, the Committee:
Periodically reviews the rules of professional conduct;
Ensures ongoing monitoring of potential conflicts of interest among Board members;
Receives reports of violation of the Code of Ethics and Professional Conduct, as well as explanations;
In the event of violation of the Code of Ethics and Professional Conduct, the Committee takes the necessary action to rectify the situation and to prevent such violations from reoccurring;
Ensures that all Board members and employees have read and understood the Code of Ethics and Professional Conduct and undertake to comply with it; and
Periodically reviews the administrators’ forms and declarations.
The mandate related to human resources requires that the Committee submit policies governing human resources to the Board for approval and that it subsequently ensures their implementation.
As the body responsible for human resource policies, the Committee has the mandate of reviewing human resource management guidelines and strategies, particularly with respect to performance appraisals, succession planning and management compensation, as well as the Corporation’s general human resource practices. In particular, the Committee performs the following tasks:
Reviews and submits to the Board of Directors the expertise, competency and skill profile established for appointing the executive director;
Reviews the compensation and other employment conditions of the executive director;
Periodically reviews the responsibilities of the executive director;
As needed, reviews and recommends to the Board, significant changes to the Corporation’s organizational structure; and
Ensures that human resource policies are implemented and complied with.
The Audit Committee consists of at least three (3) Board members who are independent of management.
Ensures that the financial information transmitted to the Board of Directors accurately reflects the Corporation’s financial position;
Ensures that the compensation process is handled in a way that complies with the policy adopted by the Board of Directors and the applicable legal and accounting principles, and that all subcontractors have validated the accuracy of transmitted information;
Ensures that a recommendation is made annually to the Board of Directors and during the Annual General Meeting to name the external auditor; and
In accordance with the the Audit Policy, decides which Participant will be audited.
Receives, reviews and approves the audit mandate;
Receives the audited financial statements, analyses them, and recommends to the Board that they be approved;
Receives the recommendations of the auditor concerning internal control and follows up with management;
Requires a satisfactory compliance report from the Corporation’s subcontractors regarding the execution of mandates given to them;
Draws up a control mechanism and follows up on it periodically;
Carries out any other task give to it by the Board of Directors;
Ensures the application of the Audit policy of Participants; and
Recommends to the Board that Ad hoc mandate deemed important be carried out.
Periodically review the Participant’s Audit Policy;
Periodically review the Policy in the event of late payment of amounts due or submission of compensation data and see to its application;
Periodically review the Policy in the event of the bankruptcy of a Participant;
Periodically review the rules relating to Ad Hoc mandates; and
Periodically review the Expense Reimbursement Procedure.