i-13.03 - Act respecting the Institut national d’excellence en santé et en services sociaux

Updated to 11 June 2010

This document has official status.

chapter I-13.03

Act respecting the Institut national d’excellence en santé et en services sociaux

CHAPTER I ESTABLISHMENT

1. An institute for excellence in health and social services, to be known as “Institut national d’excellence en santé et en services sociaux”, is established.

2010, c. 15, s. 1.

2. The institute is a legal person and a mandatary of the State.

The property of the institute forms part of the domain of the State, but the execution of its obligations may be levied against its property.

The institute binds only itself when acting in its own name.

2010, c. 15, s. 2.

3. The head office of the institute is located in the territory of Ville de Québec. Notice of the location and any relocation of the head office must be published in the Gazette officielle du Québec.

2010, c. 15, s. 3.

CHAPTER II MISSION AND POWERS

10. The institute sets up standing committees to study scientific questions. The committees must be made up of scientists, clinicians, ethicists, managers and members of the general public.

It may also set up committees to study any matter within its area of competence.

The institute determines the committees’ terms of reference.

The fees, allowances and salaries of the committee members are set by the Government.

2010, c. 15, s. 10.

11. The institute must submit a three-year plan of activities including its priorities to the Minister for approval on the date and in the form the Minister determines. It must also, on or before 31 March, send the Minister an annual update of the plan.

The institute must publish its three-year plan of activities on its website not later than 60 days after the Minister approves the plan.

The institute must also publish each annual update of the plan on its website not later than 60 days after the update is sent to the Minister.

2010, c. 15, s. 11.

14. The institute must adopt a policy on intellectual property rights, including copyright and patent rights, for any invention, discovery, process, apparatus, text, research or report a person produces at the institute’s request.

The policy must be approved by the Minister, with or without amendment.

2010, c. 15, s. 14.

CHAPTER III ORGANIZATION AND GOVERNANCE

DIVISION I BOARD OF DIRECTORS

15. The institute is administered by a board of directors consisting of 11 members, including the chair of the board and the president and chief executive officer.

2010, c. 15, s. 15.

16. At least seven members of the board of directors, including the chair, must qualify as independent directors in the opinion of the Government.

A member of the board of directors qualifies as an independent director if the member has no direct or indirect relation or interest, for example of a financial, commercial, professional or philanthropic nature, likely to interfere with the quality of the decisions made as regards the interests of the institute.

A member of the board of directors

(1)  who is in the employ of the institute or has been in such employ in the three years preceding appointment to office,

(2)  who is in the employ of the Government or a government agency or enterprise within the meaning of sections 4 and 5 of the Auditor General Act (chapter V-5.01), or

(3)  who has an immediate family member who is a senior officer of the institute

is deemed not to be an independent director.

2010, c. 15, s. 16.

17. The Government may adopt a policy concerning situations it intends to examine to determine whether a member of the board of directors qualifies as an independent director. The Government may specify in the policy the meaning it intends to assign to the expression “immediate family member”.

2010, c. 15, s. 17.

18. A member of the board of directors appointed as an independent director must disclose in writing to the board and to the Minister any situation likely to affect the member’s status.

2010, c. 15, s. 18.

19. No act or document of the institute and no decision of the board of directors is invalid simply because the number of independent directors prescribed in this Act has not been reached.

2010, c. 15, s. 19.

§ 1 . — Members of the board of directors

20. The Government appoints the members of the board of directors other than the chair and the president and chief executive officer, after consulting with bodies the Minister considers to be representative of the sectors concerned by the activities of the institute and based on the expertise and experience profiles adopted by the board.

The composition of the board must tend towards gender parity.

2010, c. 15, s. 20.

21. The members of the board of directors, except the president and chief executive officer and the chair, are appointed for a term of office not exceeding three years. They may not serve more than three terms.

Despite the expiry of their term, members of the board remain in office until they are replaced or reappointed.

A vacant position on the board of directors is filled in the manner prescribed for the appointment of the member to be replaced.

2010, c. 15, s. 21.

22. Members of the board of directors other than the president and chief executive officer receive no remuneration except in the cases, on the conditions and to the extent determined by the Government. They are, however, entitled to the reimbursement of the expenses incurred in the exercise of their functions, on the conditions and to the extent determined by the Government.

2010, c. 15, s. 22.

§ 2 . — Chair of the board of directors

23. The Government appoints the chair of the board of directors for a term of office not exceeding five years. The chair of the board may not serve more than three terms in that capacity.

2010, c. 15, s. 23.

24. If the chair of the board of directors is absent or unable to act, the board designates the chair of one of the committees established under the first paragraph of section 38 to replace the chair of the board.

2010, c. 15, s. 24.

25. The offices of chair of the board of directors and of president and chief executive officer may not be held concurrently.

2010, c. 15, s. 25.

26. The chair of the board of directors presides at the meetings of the board and sees to its smooth operation. In the case of a tie, the chair has a casting vote.

The chair also sees to the smooth operation of the board committees.

2010, c. 15, s. 26.

27. The chair of the board of directors evaluates the performance of the other board members according to criteria established by the board.

The chair assumes any other function assigned by the board.

2010, c. 15, s. 27.

§ 3 . — President and chief executive officer

28. The Government appoints the president and chief executive officer on the recommendation of the board of directors for a term of office not exceeding five years, taking into consideration the expertise and experience profiles the board has adopted.

The office of president and chief executive officer is a full-time position.

2010, c. 15, s. 28.

29. If the board of directors does not recommend a candidate for the position of president and chief executive officer in accordance with section 28, the Government may appoint the president and chief executive officer after notifying the board members.

2010, c. 15, s. 29.

30. If the president and chief executive officer is absent or unable to act, the board of directors may designate a member of the institute’s personnel to exercise the functions of that position.

2010, c. 15, s. 30.

31. The Government determines the remuneration, employee benefits and other conditions of employment of the president and chief executive officer.

2010, c. 15, s. 31.

DIVISION II RESPONSIBILITIES OF THE BOARD OF DIRECTORS

32. The board of directors determines the institute’s strategic directions and sees to their implementation. The board inquires into any issue it considers important.

The board is accountable for its decisions and the chair is answerable to the Minister for those decisions.

2010, c. 15, s. 32.

33. The functions of the board of directors also include

(1)  adopting the strategic plan, the three-year plan of activities and the annual updates of the plan of activities;

(2)  adopting the financial statements, the annual management report and the annual budget of the institute;

(3)  adopting the governance rules of the institute;

(4)  adopting the code of ethics applicable to the board members, the code applicable to the officers appointed by the institute and to the employees of the institute, subject to a regulation made under sections 3.0.1 and 3.0.2 of the Act respecting the Ministère du Conseil exécutif (chapter M-30), and the code applicable to any outside experts the board calls upon in the exercise of its functions;

(5)  adopting the expertise and experience profiles to be used in appointing board members;

(6)  adopting the criteria for evaluating the president and chief executive officer;

(7)  adopting the criteria for assessing the performance of the board;

(8)  adopting the policies for managing the risks associated with the conduct of the affairs of the institute;

(9)  making sure the governance and ethics committee, the audit committee, the human resources committee and the other committees exercise their functions properly;

(10)  determining delegations of authority; and

(11)  adopting measures to evaluate the institute’s effectiveness, efficiency and performance.

2010, c. 15, s. 33.

34. The members of the personnel of the institute are appointed in accordance with the staffing plan and the standards established by by-law of the institute.

Subject to a collective agreement, the institute determines, by by-law, the standards and scales of remuneration, employee benefits and other conditions of employment of the members of its personnel in accordance with the conditions determined by the Government.

2010, c. 15, s. 34.

35. If a member of the board of directors is sued by a third party for an act carried out in the exercise of the functions of office, the institute assumes the member’s defence and pays any damages awarded as compensation, unless the member committed a gross fault or a personal fault separable from those functions.

In penal or criminal proceedings, however, the institute pays the defence costs of a member of the board only if the member is discharged or acquitted or if the institute judges that the member acted in good faith.

2010, c. 15, s. 35.

36. If the institute sues a member of the board of directors for an act done in the exercise of the functions of office and loses its case, it must pay the member’s defence costs if the court so decides.

If the institute wins its case only in part, the court may determine the amount of the defence costs it must pay.

2010, c. 15, s. 36.

37. The institute may make by-laws concerning the exercise of its powers, its internal management and the rules relating to quorum.

The by-laws may provide, in particular, that non-attendance at a number of meetings of the board of directors determined in those by-laws constitutes a vacancy in the cases and circumstances specified in the by-laws.

2010, c. 15, s. 37.

DIVISION III BOARD COMMITTEES

38. The board of directors must establish a governance and ethics committee, an audit committee and a human resources committee. Each committee must consist of a majority of independent directors. In addition, at least one member of the audit committee must have accounting or financial expertise.

The board may also establish other committees to examine specific issues and advise it.

The board determines the committees’ terms of reference.

2010, c. 15, s. 38.

39. The chair of the board of directors may take part in committee meetings.

2010, c. 15, s. 39.

CHAPTER IV ADVISORY PANEL

40. The institute must establish, by by-law, an advisory panel for the health and social services sectors and determine the profile of the persons who may sit on the panel. The composition of the panel must be representative of the providers and groups for whom the recommendations and practice guides drawn up under paragraph 2 of section 5 are intended. The by-law must be approved by the Minister.

The role of the panel is to advise the institute in determining the matters to be examined as a priority and to foster concerted approaches for implementing the institute’s recommendations and practice guides.

2010, c. 15, s. 40.

CHAPTER V MEDICAL STAFF

41. The institute must prepare and forward to the Minister a medical staffing plan adapted to the pursuit of its mission. The plan must specify the number of general practitioners, medical specialists by specialty, dentists in general practice and dentists in specialized practice the institute may employ.

The plan must also specify where the staff practise their profession.

In preparing the plan, the institute takes into consideration any growth or reduction objectives identified by the Minister.

2010, c. 15, s. 41.

42. The Minister approves the institute’s medical staffing plan with or without amendment, taking into consideration the regional medical staffing plans prepared under the Act respecting health services and social services (chapter S-4.2).

2010, c. 15, s. 42.

43. The plan must be revised every three years, and continues to have effect until the Minister has ruled on the revision.

2010, c. 15, s. 43.

CHAPTER VI FINANCIAL PROVISIONS AND REPORTS

44. The institute’s fiscal year ends on 31 March.

2010, c. 15, s. 44.

45. Not later than 15 July each year, the institute must file its financial statements with the Minister together with its annual management report for the preceding fiscal year.

The financial statements and the annual management report must contain all the information required by the Minister. The report must also give an account of the institute’s use of the personal information communicated to it in accordance with this Act and an account of the attendance of the members of the board of directors at board meetings and of their remuneration, if applicable.

2010, c. 15, s. 45.

46. The Minister tables the financial statements and the annual management report in the National Assembly within 15 days of receiving them or, if the Assembly is not sitting, within 15 days of resumption.

The financial statements and the annual management report are then published on the institute’s website.

2010, c. 15, s. 46.

47. The books and accounts of the institute are audited by the Auditor General every year and whenever ordered by the Government.

The audit report must accompany the institute’s financial statements.

2010, c. 15, s. 47.

48. Each year, the institute sends its budgetary estimates for the ensuing fiscal year to the Minister, on the date and in the form determined by the Minister. The estimates are submitted to the Conseil du trésor for approval before the beginning of the fiscal year concerned.

2010, c. 15, s. 48.

49. The institute may not accept or receive sums or property from sources likely to undermine its independence or place it in a conflict of interest situation.

2010, c. 15, s. 49.

50. The Government may, on the conditions and in the manner it determines,

(1)  guarantee payment of the principal and interest on any loan contracted by the institute, and the execution of its obligations; and

(2)  authorize the Minister of Finance to advance to the institute any amount considered necessary to meet its obligations or pursue its mission.

The sums required for the purposes of this section are taken out of the Consolidated Revenue Fund.

2010, c. 15, s. 50.

51. The institute may not, without the authorization of the Government,

(1)  contract a loan that causes the total of its outstanding loans to exceed the amount determined by the Government;

(2)  make a financial commitment in excess of the limits or in contravention of the terms determined by the Government;

(3)  acquire or dispose of other assets in excess of the limits or in contravention of the terms determined by the Government; or

(4)  accept a gift or legacy to which a charge or condition is attached.

2010, c. 15, s. 51.

52. The institute must provide the Minister with all the information required by the latter concerning its activities, within the time and in the form specified by the Minister.

2010, c. 15, s. 52.

53. Chapter II of the Public Administration Act (chapter A-6.01) applies to the institute as if it were a body designated under the second paragraph of section 5 of that Act.

2010, c. 15, s. 53.

CHAPTER VII AMENDING PROVISIONS

FINANCIAL ADMINISTRATION ACT

55. (Amendment integrated into c. A-6.001, Schedule 2).

2010, c. 15, s. 55.

PUBLIC PROTECTOR ACT

75. (Amendment integrated into c. P-32, s. 15).

2010, c. 15, s. 75.

ACT RESPECTING THE PROCESS OF NEGOTIATION OF THE COLLECTIVE AGREEMENTS IN THE PUBLIC AND PARAPUBLIC SECTORS

78. (Amendment integrated into c. R-8.2, Schedule C).

2010, c. 15, s. 78.

ACT RESPECTING THE GOVERNMENT AND PUBLIC EMPLOYEES RETIREMENT PLAN

79. (Amendment integrated into c. R-10, Schedule I).

2010, c. 15, s. 79.

ACT RESPECTING THE PENSION PLAN OF MANAGEMENT PERSONNEL

80. (Amendment integrated into c. R-12.1, Schedule II).

2010, c. 15, s. 80.

CHAPTER VIII MISCELLANEOUS AND FINAL PROVISIONS

88. For the first board of directors of the Institut national d’excellence en santé et en services sociaux, the Government appoints four members for a term of office of three years and five members for a term of office of two years.

In addition, except for the consultation required by the first paragraph of section 20, the other formalities prescribed in that paragraph and the first paragraph of section 28 do not apply.

2010, c. 15, s. 88.

94. The employees of the Conseil du médicament and of the Agence d’évaluation des technologies et des modes d’intervention en santé, as well as the employees of the Ministère de la Santé et des Services sociaux assigned to functions entrusted to the institute by this Act, in office on 10 June 2010, become, subject to the conditions of employment applicable to them, employees of the institute to the extent that a decision of the Conseil du trésor providing for their transfer is made before 11 June 2012.

2010, c. 15, s. 94.

95. The conditions of employment of the employees described in section 94 continue to apply, to the extent that they are applicable to them, until they are amended in accordance with the law.

2010, c. 15, s. 95.

96. An employee described in section 94 occupies the position and exercises the functions assigned by the institute, subject to the conditions of employment applicable to the employee.

2010, c. 15, s. 96.

97. An employee of the institute described in section 94 who, when appointed to the institute, was a public servant with permanent tenure, may apply for a transfer to a position in the public service or enter a competition for promotion to such a position in accordance with the Public Service Act (chapter F-3.1.1).

2010, c. 15, s. 97.

98. Section 35 of the Public Service Act (chapter F-3.1.1) applies to an employee described in section 97 who enters a competition for promotion to a position in the public service.

2010, c. 15, s. 98.

99. An employee described in section 97 who applies for a transfer or enters a competition for promotion may apply to the chair of the Conseil du trésor for an assessment of the classification that would be assigned to the employee in the public service. The assessment must take into consideration the classification that the employee had in the public service on the date on which the employee left the public service, as well as the years of experience and the formal education acquired while employed by the institute.

If the employee is transferred subsequent to the application of section 97, the deputy minister of the department or chief executive officer of the body assigns to the employee a classification compatible with the assessment provided for in the first paragraph.

If promoted pursuant to section 97, the employee must be given a classification on the basis of the criteria set out in the first paragraph.

2010, c. 15, s. 99.

100. On or before 11 June 2015 and every five years after that, the Minister must ensure that the carrying out of this Act is the subject of an independent report.

The Minister tables the report in the National Assembly within 30 days of receiving it or, if the Assembly is not sitting, within 30 days of resumption. The competent committee of the National Assembly examines the report.

2010, c. 15, s. 100.

101. Until an order is made under the fourth paragraph of section 10 of this Act, the provisions of Order in Council 399-2007 (2007, G.O. 2, 2320, French only) applicable to consultants and experts apply with regard to the members of the committees set up under that section.

2010, c. 15, s. 101.

102. The Minister of Health and Social Services is responsible for the administration of this Act.

2010, c. 15, s. 102.

103. (Omitted).

2010, c. 15, s. 103.