Arguments in favour of supporter representation on the Board

Resolution to the 2005 Celtic Plc AGM by the Celtic Trust
An Elected Supporter Director for Celtic

The Celtic Trust has submitted the following resolution to the agenda of the 2005 Celtic Plc AGM.

· `THAT the board is requested to propose a scheme at the next Annual General Meeting for the appointment to the board[s] of the Company and/or Celtic Football and Athletic Club Limited of an elected representative of supporters’ organisations/small shareholders/season ticket-holders/and wider supporter opinion.’

The Celtic Trust
The Celtic Trust is a not-for-profit membership organisation, formally constituted as an Industrial & Provident Society, that has been formed as a vehicle to mobilise the voting power of the many thousands of small shareholders at Celtic Plc. Over the last four years, through a series of quarterly meetings with Celtic’s Chief Executive, the Trust has had a constructive dialogue with Celtic Plc on issues of concern. However, a key objective of the Trust remains to give the supporters a formal voice at Board level in the future development of Celtic Football Club.

Board/ Supporter Communication
The Trust has submitted the above resolution, which was also submitted in 2001, 2003 and 2004, as it believes that the appointment of a non-executive director from amongst the wider Celtic support, as one of eight directors, would establish a direct line of meaningful communication between the Celtic Plc Board and the concerns of the ordinary fan. As examples of this one could point to the unhappiness surrounding ticket allocation and pricing policies for a number of major games over the last few years, notably during the 2002/2003 UEFA Cup run. Supporter representation on the Board would ensure that the concerns of the ordinary fans, who are the life blood of Celtic FC, would always be heard at the appropriate time by the custodians of the club. This enfranchisement of the ordinary supporters and shareholders would also encourage policies which were more obviously supporter-friendly, and which would benefit Celtic not only financially but also in many other and varied ways.

Protection of Share Privileges
As a shareholders’ organisation the Celtic Trust believes it is in Celtic Plc’s interests to protect the existing privileges of shareholders. Any erosion of these will simply serve to deter Celtic supporters from taking part in future share issues. The Trust is mindful of the fact that it was the mass participation of Celtic supporters in the 1995 share issue that saved the club from financial ruin. Celtic may need to turn to these supporters again. In the past there has been a perception that some of the privileges accorded and guaranteed to small shareholders were being eroded in order to satisfy the demands of corporate clients. However accurate or inaccurate this view may be, it might obviously act as a disincentive for existing shareholders to become involved in future issues. The presence of a `supporter-director’ would serve to place this concern high on the Board’s agenda.

The Celtic Family
The extraordinary exodus to the 2003 UEFA Cup Final in Seville and the impeccable behaviour of all those who travelled underlined again the extraordinary depth of feeling and respect Celtic supporters have for their club. This astonishing phenomenon was noticed all over the world of football, and particularly in the corridors of power at the UEFA and FIFA headquarters in Switzerland. The Trust believes strongly that the election of a supporter-shareholder to the Board of Celtic Plc would formally confirm the unique value of the Celtic support in the minds of the custodians, and guarantee the health and future of the club.

It is custom and practice for large investors to have representatives on the boards of companies. For example, David Archer, Corporate Finance Director of Scottish Media Group who have a substantial holding in Heart of Midlothian Plc, is a non-executive director at Hearts. Small shareholders together currently hold a substantial holding in Celtic but have no equivalent formal voice at Board level. This should be rectified so that all supporters and shareholders in Celtic can move forward together to build the club. As Jock Stein famously said: `Together we can do something to make this club great again.’ Support this resolution for a stronger Celtic.