The Importance Of Being Resolute
There is a myth that appears from time to time that the Celtic Board cannot be held accountable at all and that at AGMs any resolution not of the Boards making will always be outvoted because of the high number of shares held by a few shareholders, Dermott Desmond in particular.
Now whilst this is always likely that does not mean that tabling Resolutions has no merit. In fact resolutions to the Celtic AGM offer the following:
An AGM Is the ONLY place The Board can be held accountable because any resolution placed on the AGM has to be answered in line with expectations set out in Company Law. (see Directors Responsibilities at Directors Responsibilities and Remedies – SENTINELCELTS
If the answer is bullshit, (it happens) and that proves to be the case over time, then another Resolution seeking an answer why a previous Resolution had been given a bullshit answer can be tabled and so on, just like Russian Dolls. Every resolution requires an answer, that is accountability.
There is a problem that AGMs are yearly, so patience is needed but EGM’s can be called if an issue is serious enough to merit one and enough shareholders with the required number of shares can be found to support requisitioning one, but let’s park that for later.
All AGM Resolutions backed by a minimum of 100 Ordinary shareholders, once accepted as an AGM agenda item, get published in full in the AGM papers that get sent to all shareholders. That makes the issue of concern public and the mainstream media report on events at an AGM so there is no hiding Place. It depends on the issue of course but if it is about washing bullshit away then The Board would rather that not be done in public.
Cleaning up bullshit gives those who support a resolution leverage for meaningful negotiations where some form of agreement that Celtic can subsequently be brought to account for if they do not act faithfully on what was negotiated and agreed. Resolution 11 to the 2020 AGM is an example of that as the Celtic Trust will be monitoring what progress has been made since that AGM last December. Celtic like any institution e.g. the SPFL or SFA or fellow club’s and their Directors do not like transparency, so they will do all they can to stop an issue being exposed to all.
Even if The Board decide to take the bullshit route rather than bend to transparency pressure, they have to justifying voting against a proposal and if that justification is bullshit, just like a boomerang it will come back at them one way or another. Either at the next AGM or in the form of supporters and shareholders deciding they will not pay to be fed any more bullshit. How much revenue have Celtic lost in last few years because of what they see as Board bullshit? How can that be in the Company’s and so shareholders interest?
It’s a process , it’s a process
Whilst demonstrations in car parks, banners etc have a part to play in achieving accountability by allowing fans to give vent to their feelings and let The Board know they are not happy , the way to harness the feelings of anger and make something happen as a result is via the accountability route the AGM offers, where The Board must provide satisfactory answers.
One route is not better than the other, they are both part of a process and should be seen as such, not dismissed lightly by either side of the accountability spectrum. Indeed, it is good to see that an aim of the forthcoming planned protest by Celtic Trust, The Bhoys, Celtic Shared, the Green Brigade and North Curve Celtic. is “improved treatment and communication with the Celtic support” as that is a key objective of a resolution now going through a process of consultation and agreement on the new CST Forum for CST members only.
Going back to the title of the article it is important to be resolute in pursuit of resolutions, but it shouldn’t take eight years. Hopefully a speedier way to use resolutions to achieve resolution of any issue can be explored if the draft resolution for the next Celtic AGM under CST discussion, which aims to achieve the accountability objective, leads to better relationships between The Celtic Board and the supporters.
Extraordinary General Meetings.
One possibility is the use of extraordinary general meetings during the year which according to Celtic’s Articles of Association in compliance with the relevant section in The Companies Act 1985 states on page 31
31 All general meetings other than annual general meetings shall be called extraordinary general meetings. (the rest of para relates to Annual General Meeting)
31.1 The Directors may convene an extraordinary general meeting whenever they think fit , and shall, upon a members requisition under Section 368 of the 1985 Act convene an extraordinary general meeting forthwith in accordance with the provisions of that Section.
31.2 The Directors may whenever they think fit convene a separate meeting of the holders of the shares of any class in the capital of The Company, and shallupon a requisition in writing by 5 or more members holding together at least one tenth of the shares of any class in the capital of the Company,forthwith convene a separate meeting of the holders of the shares of that class.
The difficulty of course is finding more than 5 shareholders who together hold one tenth of the shares in any class who, depending on the issue might be prepared to requisition such a meeting.
The difficulty could be eased by having an up to date register of shareholders something the CT are working on. The trick is to identify those 5 or more shareholders whose accumulative holding at least equals one tenth of the shares in any class, who may be amenable to holding The Board to account on any given issue, and this is an area where the Register of Shareholders that the CT are building could prove useful.
It is a mistake to think resolutions placed on the Celtic AGM agenda are a waste of time. It is the passage of time, if used resolutely, that stops that being the case. The waste of time idea is also one that Celtic are happy to see in circulation, they, like the rest of Scottish football hate the idea of being accountable to anyone but themselves
Above article by AULDHEID with our grateful thanks.