Hamilton Enterprises Holding Corporation Annual General Meeting

Hamilton Enterprises Holding Corporation's annual general meeting focused on the corporation's strategy in energy, climate and digital infrastructure, its reported business growth, and governance questions tied to a proposed data centre at the Steelport Lands. Council also considered motions seeking more information about HCE's authority and involvement, approved board appointments, and marked the departure of former board chair Lori Tugman.

Topics Discussed

1. HCE strategy and business performance

CEO Jeffrey Cowan said HCE is focused on integrated utilities, district energy and telecommunications. He told council, "Our purpose is to unlock that potential and to position Hamilton as Canada's next generation infrastructure leader."

Council heard that HCE reported customer growth and revenue growth, and that part of its business is independent of city services. In the presentation, Mayor Andrea Horwath said HCE's structure "allows HCE to combine commercial agility with municipal ownership that creates sustainable growth, strong oversight, and lasting value for the city of Hamilton."

2. Energy and telecommunications infrastructure projects

Council heard about HC Telecom's work and HCE's broader infrastructure plans. Cowan said, "We provide energy services and we provide telecommunication services and the core of our business is in and around integrated utilities, district energy and telecommunications."

A Bayfront energy harvesting proposal was also presented. Cowan said, "The study identifies more than a $250 million investment into infrastructure. An annual recovery of $143,000 megawatt hours of green thermal energy. This is energy today that is just evaporated into the atmosphere."

3. Data centre proposal, interim control bylaw and transparency questions

A major discussion centered on a proposed hyperscale data centre at the Steelport Lands and HCE's contacts with Slate Asset Management. Councillor Esther Pauls said, "I feel like we've been left in the dark," adding that after hearing more than 50 delegates she was "shocked" she did not know more about the AI centre proposal or any agreement with Slate.

Councillor Brad Clark said the issue had become "a compelling public interest within the community," but also cautioned that "the fact remains that we have limited abilities to intervene with this company." He said an interim control bylaw, if approved, would stop applications from coming forward for at least 12 months while studies are completed.

Council also heard that some information may not be public. Cowan said, "Our shareholder meetings are public. Our board meeting minutes are not public."

4. Shareholder authority and corporate governance

Much of the meeting focused on whether council, acting as sole shareholder, can direct HCE to stop work or whether that authority rests with the board.

Clerk Matthew Trennum said any request for information must go through the shareholder process, not directly back to council. He said, "It cannot come back direct to council. It's important to note that council and the shareholder while made up of the same people are different bodies."

General Manager Mike Zegarac said staff could work with HCE on how to provide information to the shareholder while protecting confidential business information. He said staff were prepared to review "how to bring that information before the shareholder" and, if necessary, do so "in a private and confidential setting."

Councillors also debated the limits of shareholder power. Alex Wilson said HCE "is not a city department," "not a public corporation," and "a private entity spun off and owned wholly by City of Hamilton," adding that council cannot simply "make a motion and turn direction on."

5. Board changes

The meeting included board appointments and recognition of departing board chair Lori Tugman.

Councillor Wang, presenting the recommendation for a new board member, said Michael McQuade "comes from a significant background" and "will bring significant value as well."

Motions

• Item 6.1A - Correspondence respecting the Hamilton Enterprise Holding Corporation annual general meeting — considered.
• Amendment to clarify the legal information request regarding council's authority as shareholder — passed 11-0.
• Split vote on Item A of the motion/request — passed 11-0.
• Split vote on Item B of the motion/request — defeated 2-8, with 1 abstention.
• Request for a legal report on council's authority as sole shareholder to direct HCE to cease activities related to the proposed data centre project — approved.
• Board appointment: Michael McQuade — approved 10-0.
• Board re-appointments/ratifications: Tony Toma and Elizabeth Donato — approved as part of the shareholder resolutions discussed.

Attendees

• Mayor Andrea Horwath
• Councillor Craig Cassar
• Councillor Alex Wilson
• Councillor Matt Francis
• Councillor Brad Clark
• Councillor Esther Pauls
• Councillor Mark Tadeson
• Councillor Nrinder Nann
• Councillor Cameron Kroetsch
• Councillor Maureen Wilson
• Councillor Tammy Hwang