Celtic propose major changes to boardroom rules ahead of future annual general meetings
Celtic have proposed changes to the rules governing director re-elections at future annual general meetings, potentially giving the club’s board greater flexibility over the process.
The proposals are outlined in Celtic plc’s revised Articles of Association, which establish the rules governing how the company operates.
Under the existing regulations, one third of the club’s directors must retire by rotation at each AGM, allowing shareholders to vote on their re-election.
However, the proposed changes would allow the board to determine a different number of directors facing retirement, provided it takes account of “principles of good corporate governance”.
The board would also be responsible for identifying which directors are subject to retirement by rotation at each annual general meeting.
While the requirement for directors to face re-election would remain, the changes would provide the Celtic board with greater discretion over the number involved.
The proposals come amid continued scrutiny of the Parkhead board, with sections of the Celtic support increasingly critical of the club’s governance, communication and strategic direction.
Further amendments include new provisions covering transactions involving directors or other related parties.
Although Celtic are already subject to AIM Rules, the proposed Articles would formally incorporate those requirements into the club’s internal regulations.
Under the new wording, directors involved in relevant related-party transactions would normally be prevented from voting, counting towards the meeting’s quorum or providing the independent confirmation required under AIM rules.
However, an exception would allow uninvolved directors to approve their participation in certain circumstances, provided the decision is formally recorded.
The proposals also include removing the current maximum of ten directors, deleting existing borrowing-limit provisions and introducing flexibility over how general meetings are conducted.
Shareholder votes at general meetings would move from a show of hands to a poll, while meetings could take place in person, electronically or through a combination of both.
The proposed amendments have not yet been adopted and would require shareholder approval before coming into effect.
