HORSE’S MOUTH CSC…from Celtic on a Friday night. The same time they buried the Judicial Review in to the Lord Nimmo Smith findings after the Supreme Court ruled that the Rangers EBT scheme was unlawful…
RESOLUTION 12: Shareholder Requisition
Resolution 12 has been requisitioned by certain members under the provisions of Section 338 of the Companies Act 2006. The resolution is not proposed by the directors. This resolution and the text of the supporting statement were prepared by the requisitioning shareholders and accordingly the Board expresses no view as to the accuracy of the matters set out therein.
The following statement is circulated on behalf of those members in accordance with Section 314 of the Companies Act 2006:
“Recital to Justify Restoring Resolution 12 ( Celtic AGM 2013) to 2019 AGM Agenda
At the AGM of Celtic PLC held in 2013, Resolution 12 requested that the Board of Celtic PLC raise certain club licensing issues with UEFA in light of what the Resolutioners felt was evidence which showed clear irregularities occurring in relation to UEFA Club licensing processes in Scotland during season 2011/12. The formal Resolution was adjourned following an agreement between the Resolutioners and the Board of Directors of Celtic PLC. The basis of the agreement reached was that there was sufficient reason to question SFA assurances and an adjournment would provide the time for Celtic to make further enquiries on their shareholders behalf with input from the Resolutioners.
Accordingly, it was agreed between the Resolutioners and The Board of Directors that it was in the best interests of all shareholders to await the outcome of those enquiries before proceeding to formally consider the Resolution in open AGM forum. At each subsequent AGM the resolution has been formally continued and adjourned to the following year by agreement in order to allow those enquiries to continue and to allow legal proceedings against Craig Whyte which did not directly involve Celtic PLC, to reach a conclusion.
1. Since the AGM of 2013, The Resolutioners have continued to liaise with the Board of Directors in relation to the enquiries made of the SFA through the Board, and have engaged the services of a multinational commercial law firm in order to communicate directly with both the SFA and UEFA regarding the licensing procedures followed by the SFA and UEFA, and the proper application of the rules of football, in relation to the applications made for European Licences in season 2011/12.
2. During that same period, The Board of Directors have continued to liaise with, and make representations to, the SFA about licensing procedures and about issues of good Governance and proper procedure in relation to licensing issues and with regard to season 2011/2012 in particular.
3. In the course of correspondence between the Resolutioner’s legal agents and the SFA and between those same Legal Agents and UEFA, The SFA has confirmed in writing that it would comply with any investigation or enquiry instigated by UEFA in relation to the matters raised by the Resolution but stated that the SFA itself was time barred from reporting certain matters to UEFA in terms of the Rules of Football.
4. In the course of that same correspondence, UEFA provided information to the Resolutioner’s Legal Agents which seemed to contradict information previously provided by The SFA and advised that if these same issues were raised with them by Celtic FC as a member club of UEFA then these would be investigated, but that UEFA could not or would not instigate such an investigation if the matters were raised by shareholders alone. UEFA were not approached by Celtic.
5. Subsequent to this correspondence and in light of information that has come to the attention of the Board of Directors since the AGM of 2013, and following the conclusion of the legal proceedings referred to above, The Board of Directors of Celtic FC in 2017 formally and publicly called upon the SFA to hold a full inquiry into a range of Governance and Licensing issues including those issues which were of concern to both the board and shareholders. This proposal was supported by The Chief Executive of the SPFL who clearly had similar concerns to those of the Board and the Resolutioners but the SFA refused to instigate any such enquiry.
6. Instead in May 2018 the SFA instructed an internal investigation into certain licensing issues in 2017 and as a consequence of that investigation brought disciplinary charges against Rangers FC alleging breaches of both SFA and UEFA rules but without specifying the events in 2011 that the breaches referred to.
7. However according to a public statement by The Rangers FC Ltd the period at the end of March leading to the granting of the licence was removed from scrutiny because according to them the charges were “ groundless” and “directed by individuals intent on harming the Scottish game”.
8. Celtic were then presented with credible and lawfully provided evidence that questioned the basis on which the end of March 2011 period had been excluded from scrutiny but when it was not acted upon the Resolutioners Legal Agents brought it to the attention of the SFA immediately prior to the Independent Judicial Panel Disciplinary Tribunal (JPDT) preliminary hearing In June 2018.
9. It is understood that at that hearing, legal representations were made on behalf of Rangers FC that the charges concerned could not be prosecuted before, and considered by, an SFA appointed Judicial Panel for legal reasons (reportedly as a consequence of the secret 5 Way Agreement that SFA have failed to confirm.) The JPDT considered these submissions and subsequently ruled that they did not have the appropriate jurisdiction to consider the charges which had been brought before it and so could not determine whether there had been a breach of either SFA or UEFA rules or both. The JPDT recommended that the proper forum to consider the charges concerned, and all the evidence surrounding the matters referred to in the charges, was the Court of Arbitration for Sport (CAS). The SFA were accordingly advised to raise the matter in that forum.
10. At a meeting in August 2018, with two representatives from other Celtic supporting constituencies in attendance, the full import of the evidence Resolutioners presented to SFA in June 2018 in relation to tax overdue and UEFA FFP rules was set out in writing and handed over for Celtic to enable them to establish informally if an overdue payable, as UEFA define it, existed. If it did then the proof provided to the SFA that enabled them to grant the licence looks like an act of false pretence/fraud. If there was no overdue payable as UEFA define it then there was no need for further action by Celtic other than to convey UEFA’s reasons to shareholders at the 2018 AGM.
11. At the November 2018 AGM the Resolutioners expressed dissatisfaction at Celtic’s inaction since May and August 2018 and Celtic’s reliance on an SFA judicial process that appeared to have no jurisdiction on the matter and Celtic Board were asked a series of questions, to be replied to in writing, asking why were CAS involved, what exactly was going to CAS, and when would it happen, to which answers are still awaited.
12. It has been nearly two years since the original SFA judicial process started in September 2017, and 13 months since the Judicial Panel Disciplinary Tribunal (JPDT) decided to have the matter referred to CAS but have not done so, nor has the SFA Compliance Officer addressed the evidence presented by Resolutioners in June 2018 that challenges the exclusion of the end of March 2011 from scrutiny.
13. An exclusion significant for two reasons:
a) it in effect robs Resolution 12 of shareholders locus in that UEFA sanctions after a licence has been granted that relate to the monitoring period fall into the following season and
b) it suggests that the licence was granted on false pretence which if true is a criminal matter that the police should be asked to investigate.
14. In a public response probably prompted by reminders letters from the Resolutioners’ Legal Agents The Chief Executive Officer of the SFA has stated that the SFA as a body has still to determine whether it will refer the matter to the Court of Arbitration for Sport and that this decision will be made by Christmas 2019.
15. In the course of discussions Resolutioners were told by Celtic that the representatives of other football clubs who make up the membership of the SFA, have no appetite to refer the charges to the Court of Arbitration for Sport and have expressed no interest in ensuring that the breaches of the SFA and UEFA rules alleged within the charges brought by the SFA after investigation, are considered by any judicial forum with the appropriate jurisdiction, or in ensuring that the rules of the SFA and UEFA are seen to be complied with and if necessary enforced.
16. Whilst it is alarming that member clubs do not appreciate the importance of having a set of licensing regulations that all clubs can rely on to be followed in good faith by all fellow clubs and properly policed by the SFA, nevertheless this apparent licensing failure impacts negatively on the financial value of Celtic shareholdings and should not be used as an excuse to prevent Celtic from pursuing answers from UEFA whose rules after all appear to have been breached in a manner that is not bound by their statute of limitations if corruption is involved. Something a UEFA investigation would help establish.
17. The SFA have made it plain that they consider that sufficient evidence exists to bring charges alleging breaches of both SFA and UEFA rules, but that for as yet unexplained legal reasons, and despite being the Governing body in relation to football in Scotland and being the appropriate Licensing Authority appointed by UEFA itself in relation to European Licences, The SFA is unable to enforce its own and UEFA’S licensing regulations in this instance and lacks the appropriate jurisdiction to hold disciplinary proceedings when alleged irregularities are uncovered and investigated.
18. Given all of the above, and to rectify their inaction by Celtic since May 2018, we would ask the board of Celtic PLC to either
a) pass and approve the original Resolution 12 proposed at the AGM of 2013 and to formally bring all of the above to the attention of the appropriate UEFA’S Disciplinary and Licensing Body as it is now clear that it is both necessary and essential that the issues concerned are referred to UEFA as the Governing Body for European Football or
b) refer the matter to the City of London Police to investigate if false pretence occurred in 2011.
Shareholders who agree this is necessary can indicate their support by signing the attached proposal which will be presented to the 2019 AGM.
Glossary: “Resolutioners” refers to those shareholders representing fellow shareholders who formally supported Resolution 12 to 2013 Celtic AGM.”
Board Response
This resolution and the text of the supporting statement were prepared by the requisitioning shareholders and accordingly the Board expresses no view as to the accuracy of the matters set out therein. The resolution proposed at the 2013 AGM is available at:
https://cdn.celticfc.net/assets/downloads/AGMNotice_2013.pdf
As the premier football club in Scotland, Celtic have made a consistent stand, over many years and covering many instances, for fairness and transparency to be at the heart of football governance. The Board of Celtic PLC considers that the best way to ensure that these principles are safeguarded is continued and constructive engagement with the Scottish FA, the SPFL, UEFA and fellow clubs. In respect of this particular issue, the Board engaged with the requisitioning shareholders over a significant period of time. The Board has further engaged, over the same period, with the relevant football authorities, according to their respective responsibilities. The matter currently sits with the Scottish FA.
The Board does not consider it to be in the best interests of the Company to take the steps proposed by the resolution. The Board recommends that you vote against this resolution.
Shameful. A disgrace. And those within our support, who have helped make this happen should hang their heads in shame. The Enemy Within…
