Celtic PLC AGM 2010

Published on Monday 27th September, 2010 by Celtic Trust

Please Use Your Vote

Yes, dear reader, it is that time of the year again. You know the one? Where the Celtic Trust dutifully stand up and ask why Celtic, unlike an increasing number of football clubs throughout the UK, can’t have a direct line from the support, straight to the boardroom, so that the board actually have some idea what the impact of their decisions is likely to be on their ‘customers’ before they actually make them. And then, just as dutifully, the Board tell us that a) everyone on the Board is a fan and b) the Companies Act would not allow a Board member to represent a specific interest. We then point out that the members of the Board are well aware that being a fan and representing the fans are not the same thing and that there are already a number of people on the Board who are there to represent specific interests, as well as listing the number of poor decisions made during the year which might not have been made had they consulted the fans first. Then the vote is taken and the Soviet-style 98+ percentage votes against are returned and the Board issue a press release telling us all that the majority of shareholders rejected the Trust resolution. Then we issue a press release saying that, in fact, less than 2000 of the 29000 shareholders actually voted and it was, in fact, largely, those votes controlled directly by the Board (including those of the majority shareholder) who voted against our resolution. Then we all wait till next year and do the same again. Well, last year, we at the Trust thought ‘why not do something different for 2010?’ So, we decided to put a resolution which would help us to discuss the substantive issue (ie making the Board more responsive and accountable to the fans who are, in that overused but nevertheless accurate phrase, the lifeblood of the club). So we decided to ask the Board to engage in a process of discussion with the wider support, through all the organisations, on how we best go about this. If that discussion were to come to pass, it may turn out that a fan’s representative on the Board is not the way forward in the eyes of most supporters. There may well be other, more imaginative ways of achieving the ends discussed above (which are surely not opposed by any supporter). This would allow us to have a proper and full discussion outwith the confines of a formal AGM with its staged format and necessarily legally-restricted procedures. Who could argue against the idea of a broad and open discussion on any issue of interest to all supporters of Celtic? Even if we are wrong and there are many supporters out there who are not interested in discussing this matter, then that fact would also become apparent as a result of this resolution being passed. Then we can all go back to our homes people, because there is nothing to see here. But no…the Board, in its time-honoured fashion of voting down any idea put forward by the Trust (even the ones they subsequently adopt and take the credit for), give us the following reasons for opposing the Resolution……eh, let me see now, a) the Companies Act would not allow a Board member to represent a specific interest and b) everyone on the Board is a fan. They are nothing if not flexible! However, to be fair, buried in their response, which is itself buried in Page 63 of the Annual Report, they do let us in on a little secret. “The Board wishes to ensure that the rights of the Company’s shareholders, in their capacity as shareholders, are respected and applied and is concerned that the resolution, if passed, would create a requirement for a formal dialogue having an objective which could run contrary to this principle” Or, to paraphrase it for the purposes of clarity, the Board wishes to point out that we are not one big Celtic family, we are not all in this together, we don’t all have the same objectives and when it comes right down to it, the objective of the PLC ie to make money for its owners is more important than the overall objectives of the supporters ie to have a team competing successfully in Scotland and in Europe; and to do so while respecting the history and traditions of the Club. Well, I suppose it wasn’t much of a secret but it’s nice to have it stated in black and white for the record. In fact, there is no legal impediment to having this discussion, there is nothing in the Companies Act (weighty as it is) which prevents a broad discussion of how the objective might be achieved of improving the supporters’ role in the governance of the Club. It might have to take a specific format; it might mean just having someone there to feed in our views without having a vote (an idea which I understand our principal shareholder is not opposed to!), it might mean using our collective imagination to achieve what we all want and coming up with ideas which neither the Trust not the Board have thought of yet. But no, we can’t discuss it because it might cut across the rights of shareholders (most of whom having very small bundles of shares which they did not buy to make money from) to expect a return from their shares. To say that we can’t discuss something because it might lead to something happening that they don’t want, doesn’t say very much for their confidence in their own position, but as long as they hold the majority of the shares then we won’t be having that discussion. However, what we can do at this AGM is to send them a clear message that a refusal to discuss something is not acceptable to most people. As I pointed out earlier, less than 2000 of the 29000 shareholders in Celtic actually use their vote. This year, even if you cannot get the time off to attend the AGM itself and use your vote, please resolve to use the few minutes that it takes to proxy your vote and make sure it is used.


How to use your vote

On the back of your attendance card (which came with your AGM pack recently) you will see the form of proxy. You can either proxy your vote by leaving the box directly underneath the words “I/We hereby appoint the Chairman of the Meeting OR the following person” blank and then ticking the boxes to show how you want to vote. You don’t have to vote in every resolution but we are asking you to vote FOR Resolution 11. Or you can put in the box, the words “The Secretary, Celtic Trust”. In the first case you are instructing the Chairman to vote as you have indicated and in the second case you are instructing the Trust to cast your vote (you can also indicate how you wish us to cast your votes on the other 10 resolutions if you wish). Then sign the form, date it and return it to: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY By 17 November 2010 at 2.30pm. This will take you no more than 10 minutes from start to finish and you have over a month and a half to do it. Please use your vote.


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