Staff report dated June 24, 2025 entitled Guelph Junction Railway Limited – Governance Update be received. That the Amended and Restated Shareholder Declaration of The Corporation…

2:18:59and I am now looking now under the governance there are eight different motions I'll have them

2:19:06come up on the screen please again the first one to be receiving then there is some amended and

2:19:13restated sharehold declarations under number two again also for number three there's the

2:19:21resignation of Tara Baker from the position of Chief Executive Officer as well number five is

2:19:27the appointment of Jane Holmes as the Chief Executive Officer number six Gene Matthews

2:19:34to be on there as well and the appointment number seven of Gene Matthews as CFO of Guelph Junction

2:19:41Railway as recommended by the board and the first the last one is the appointment of Jane's Goodrum

2:19:46as Chief Operations Officer of Guelph Junction Railway Limited as recommended by the board as well

2:19:53can I have with with Perron and Alt be willing to to move and second those I'm just kind of

2:20:00throwing some things up thank you guys appreciate it and is there anything further on those eight

2:20:05go ahead Councillor Still question thank you sorry and this is a question it comes on page four of

2:20:12six it is one two third bullet down it says the board is required to adopt a written mandate

2:20:18acknowledging responsibility for stewardship of GJR and its management it's and its management

2:20:25affairs so when I read the financial statements and so on it's very clear GJR is here as an

2:20:32economic as a business activity and you know the discussion the delegations I I'm very concerned

2:20:41about the overlap and the lack of clarity in governance and responsibility having city

2:20:48representatives on GJR that are bringing you know city mandate our strategic plan and so on and and

2:20:55so you know maybe you know clerks one day if they're doing their spare time a governance review

2:21:01it would be great to take a look at this because I'm feeling that there's this mixing there we need

2:21:07to clarify the governance of GJR and its mandate as it stated in the financial statements under

2:21:14the regulations versus being a partner at the table when the city talks about trails and so on

2:21:20invited that way so I do not support extending or asking the board of GJR to include in their

2:21:28mandate or in their statement trails and so on because that is a city funded responsibility

2:21:34in our strategic plan so if you can just speak to this you know a written mandate

2:21:41a little bit that would be great certainly through your mayor Guthrie to councillor Busuttil

2:21:46so this is a in the prior governance documents there were references to a board mandate and it is

2:21:51a good governance practice that boards do this that they have a mandate that guides their their

2:21:57duties their responsibilities and helps them understand how they should execute those and

2:22:02to what standard they are held and and so this is not a change in the concept so the previous

2:22:09governance documents anticipated that there may be a board mandate what we're doing now is bringing

2:22:14that clarity that I think you're referring to in terms of let's require the board to develop a

2:22:18written mandate and so that is a new thing that we don't have a written mandate today

2:22:24what council would be approving is the amended and restated shareholder declaration that includes

2:22:30that requirement and that board mandate would be developed by the board but approved by the

2:22:34shareholder so that would be the shareholder opportunity to clarify some of those priorities so

2:22:40gjr is a separate entity its main business is rail operations and economic development

2:22:47and what you see is that it also has a requirement to adhere to the city of golf strategic priorities

2:22:53and 90 of the time those priorities are aligned as jane said the board and the operational team of

2:22:58gjr you can make that happen and achieve both of those values at the same time to the extent there

2:23:04are conflicts in those values that is raised to the governance level at the board where they would

2:23:09look at a project and say well here we have competing priorities on the one hand we're here to do

2:23:14business and drive economic development on the other we're a community partner and we're a wholly

2:23:19owned subsidiary of the city and so the board mandate might help flesh out some of those how

2:23:25the board is directed by the shareholder to deal with those conflicts so that is what I'm proposing

2:23:30as as a good governance measure in the new documents thank you very much for that and you know when I

2:23:35referred earlier to the earlier item the description of business in the financial statement clearly

2:23:41speaks to the rail and the economic business it you know gjr is in the business of providing rail

2:23:48service um and so can you just expand a little bit more around the timeline so will we see this

2:23:54coming to us at the next shareholder meeting or is there a step in between before like a workshop

2:24:00or something before it comes to us thank you I don't we haven't fully fleshed out a timeline

2:24:05for that but I would expect that the board would work on it and it would be presented for approval

2:24:09at the next AGM um shareholder meetings can be called so to the extent the board developed a

2:24:14board mandate earlier um and you know wish to ask for a special shareholder meeting they can

2:24:19absolutely do that but I do think that the board mandate is not intended just to be like here's

2:24:24let's whip something up and and say that we have it I do think it needs to be a really

2:24:28intentional document and there will need to be time put into that to understand the history of

2:24:33what gjr has been doing as a board mandate where it's going and and making sure that the current

2:24:38board um have the benefit of full board orientation that is something that I will lead so I do think

2:24:45it will take a little bit of time and if council would like further clarity on that timeline we

2:24:49can take it away as a board and then there is a mechanism for reporting back to the shareholder

2:24:54and we could communicate that timing to you no thank you I trust you and I really appreciate

2:24:59the attention that will be given to governance thanks councillor Busuttil with that then I'll call

2:25:06the vote on those motions is there anyone against those okay that's unanimous thank you