Board members qualify as independent directors if they have no direct or indirect relationships or interests (e.g., of a financial, commercial, professional or philanthropic nature) that are likely to interfere with the quality of their decisions as regards RAMQ's interests. A board member who has been employed by RAMQ during the 3 years preceding his or her appointment, who is employed by the Government or whose immediate family member is a senior officer of RAMQ is deemed not to be an independent director.
The Government appoints the chair of the board of directors for a term of office of up to 5 years. The appointee must qualify as an independent director. In addition to terms served as a board member, the chair of the board of directors may be reappointed twice to serve in that capacity for a consecutive or non-consecutive term.
The chair of the board of directors evaluates the performance of the other board members according to criteria set by the Conseil d'administration, prepared by the Comité de gouvernance, d'éthique et de ressources humaines (governance, ethics and human resources committee). He or she is accountable to the Minister for decisions of the Régie de l'assurance maladie du Québec (RAMQ). The chair of the board of directors also fulfils any other responsibilities assigned by the Conseil d'administration.
Members of the board of directors
The Government appoints the members of the Conseil d'administration taking into consideration the expertise and experience profiles approved by the Conseil d'administration. Appointed for a term of office of up to 4 years, the members are as follows:
- two are appointed after consultation with organizations representing the business community;
- one is appointed after consultation with organizations representing labour;
- two are appointed after consultation with organizations representing users of health services;
- three are appointed from among professionals in the field of health within the meaning of the Health Insurance Act (chapter A-29), including one general practitioner and one medical specialist, after consultation with each body representing a class of health professionals having entered into an agreement under that Act;
- two are appointed after consultation with the professional orders in the field of health;
- two are appointed from among the members of the board of directors of an institution or an agency referred to in the Act respecting health services and social services (chapter S-4.2); and
- one is appointed from among the officers of the Government or its bodies.
Board members may be reappointed twice to serve in that capacity only for a consecutive or non-consecutive term.
President and chief executive officer
Health services users
Professional orders for the healthcare sector
Board of directors of a health and social services facility or agency
Role and functioning
The main responsibilities of the Conseil d'administration include setting the strategic directions for RAMQ and approving the financial statements of RAMQ and the Prescription Drug Insurance Fund, the annual management report and the annual budget. The Conseil d'administration also approves RAMQ's governance rules. It is accountable to the Government for RAMQ decisions and the chair is answerable to the Minister for such decisions.
Meetings of the Conseil d'administration are held at the start of the year, and special meetings may be scheduled as required. The general secretary of RAMQ is automatically appointed secretary of the Conseil d'administration, without being a board member.
The actions and decisions of the Conseil d'administration with respect to fostering relations with the population, health professionals and RAMQ partners and employees are guided by a set of values and rules set forth in the RAMQ code of ethics.
Governance of the Régie (documents adopted by the board of directors)
The Conseil d'administration of the Régie de l'assurance maladie du Québec (RAMQ board of directors) must establish a governance, ethics and human resources committee and an audit committee.
It may also establish other committees to examine specific issues or facilitate the smooth functioning of RAMQ. On March 11, 2009, it created an information technology committee.
Governance, ethics and human resources committee
Generally speaking, the Comité de gouvernance, d'éthique et de ressources humaines (governance, ethics and human resources committee) 's mission is to provide the Conseil d'administration with proposals for new governance practices and evaluate existing practices in areas including the functioning of the Conseil d'administration.
Among other responsibilities, the committee provides the Conseil d'administration with a proposal for a code of ethics applicable to the board members, develops expertise and experience profiles to be used in appointing board members and the president and chief executive officer, and proposes initiation and ongoing training programs for board members.
The committee thus focuses primarily on governance practices, ethical issues involving public organizations and officers, the composition of the Conseil d'administration and its committees, relations between RAMQ governance stakeholders, and evaluating the performance of the Conseil d'administration, its members and its committees.
The Comité de gouvernance, d'éthique et de ressources humaines has 3 members: Solange Côté, Denyse Côté-Dupéré and Réjean Bellemare. Solange Côté is the committee chair.
By law, the Comité de vérification (audit committee) includes members with accounting or financial expertise. At least one committee member must be a member of one of the professional orders of accountants governed by the Professional Code.
The functions of the Comité de vérification include recommending the approval of the financial statements by the Conseil d'administration, approving the annual internal audit plan and making sure that a risk management process is put in place.
The committee thus ensures compliance with sound management practices, as well as laws, regulations and policies.
By virtue of the Act respecting the governance of state-owned enterprises, the Direction de la vérification interne (internal audit branch) carries out its activities under the authority of the Comité de vérification.
The Comité de vérification has 4 members: Suzanne Delisle, Réjean Bellemare, René Gagnon and François Charbonneau. The committee is chaired by Suzanne Delisle.
Information technology committee
The Comité des technologies de l'information (information technology committee)'s mission is to advise the Conseil d'administration about general orientations in the area of information technology. Among other responsibilities, the committee assesses the broad it strategies proposed by management, examines the annual it investment plan and studies requests for acquisitions of it goods and services requiring the approval of the Conseil d'administration.
The committee thus focuses primarily on links between it and strategic planning, it investment projects, it risks and operational continuity.
The Comité des technologies de l'information has 4 members: René Gagnon, Normand Cadieux, Dr. Diane Francoeur and Dr. Louis Godin. The committee is chaired by René Gagnon.