An opportunity for Michael Nicholson to have a fresh start?

I was contacted by an R12 requisitioner today. Apparently my piece yesterday had struck a chord with him regarding Celtic’s new CEO.

He thought that I would appreciate the following piece.

I know this individual and have met him personally on several occasions.

If everything in life comes back to the Godfather then this is a serious man to be treated with respect.

Dear reader, I believe that what follows is worth your time.

Now, with a long read alert in place, I will see you out the other end. 

 

 

Resolution 12: A Story of Duplicity from Cradle to Grave.

Introduction.
There is an old saying that goes “If I kent then wit I ken noo” that I would like readers of the narrative below to bear in mind as they read. Resolution 12 turned out to be like peeling an onion – tear filled.  A narrative is based on the meanings we give to events and the more information gleaned the more accurate the narrative is likely to be. This narrative is supported by documentation and whilst there may be unknowns, let’s not go Rumsfeld.

I am grateful to Phil Mac Giolla Bháin for his help in forming the narrative over the years as someone who found himself involved from the time the decision was taken in November 2013 before the Celtic AGM to adjourn Resolution 12. That thanks is also extended to the other requistioners who took the fight as far as they could and also to those bloggers who decided to keep focus on the issue all the way. We all know who they are and aren’t.

Resolution 12 as it unfolded took on different meanings for readers about its motivation. The most pervasive that it was just a witch hunt against Rangers by a small group of vindictive Celtic shareholders. A narrative the mainstream media were happy to spread, and Phil was content to counter by doing the work they wouldn’t.

As will be seen from the narrative that follows the issue was not about the behaviour of Rangers in 2011.  It shows that Resolution 12 was about SFA governance and SFA Reform, an idea encouraged following a conversation with then CEO Peter Lawwell May 2013 which became Resolution 12.

It has since 2018 morphed into questioning the governance of Celtic that has left some/many supporters angry and disaffected, but also disappointed that a club based on a tradition of doing the right thing had forgotten its roots., what made it better than all the rest.

There was also another motivation at play which was accountability. In a world suffering from its loss Resolution 12 has sought accountability every year since the 2014 Celtic AGM. Its very pursuit in face of mounting resistance has sought accountability through resolutions or statements placed at the Celtic AGMs on behalf of a group of over one hundred shareholders who think that integrity in all its forms, sporting or life in general, matters. 

Accountability matters in government at all levels. We are witnessing the consequences of the flight from accountability and integrity in our everyday lives, not only as Celtic supporters but citizens. Sadly, Resolution Road as a mean of accountability via AGMs has come to an end for the reasons given in the narrative.

Since the restoration of real values will only come as result of the painful consequences of their absence, the narrative ends (and I hope you will read to the end) with a suggestion how Celtic supporters individually can gather around common ground to make the restoration of integrity, accountability and honesty start to happen in the lifetime of those who remember a time when Celtic as a matter of principle stood for what was right.

What happens next is down to every Celtic supporter from top to bottom whatever their age, to decide what direction of travel they wish Celtic to take.  Into the light or further into the dark.

Auldheid  3 Jan 2022.

 

Resolution 12

What follows is the story of a world that began with what seemed to be a promise of hope of reforming the SFA, which became Resolution 12. Its aim was to use the process under which Rangers application for a UEFA licence was handled by the SFA in 2011 to seek reform of the SFA. 

That promise came from Celtic CEO Peter Lawwell in May 2013 who said a Dougie Dougie moment was needed to cause SFA reform (see Footnote).

All exchanges in this email chain at https://docs.google.com/document/d/1RhQamGvOtMgqbqg-v6o1y6TbG_fjeBPD/edit?usp=sharing&ouid=101276934943482461006&rtpof=true&sd=true

 were made on the assumption Peter Lawwell would be a champion for SFA reform which always was, for me anyway, essential for Celtic’s future well-being

 It was a false promise

When put to the test of supporting Res12 in 2013, despite asking for and being provided with evidence from June 2013 that there was a case to investigate, Celtic signalled in the Notice to the 2013 AGM that they would vote against the Resolution using assurances from SFA that all was in order!!

Thus duplicity brought Res12 into the world.  It continued at a meeting before the 2013 AGM at which Peter Lawwell asked two requisitioners to drop Res12. They declined, knowing that if the evidence already provided was published, questions would be asked about Celtic’s reason for ignoring it and voting against Resolution 12. Our current CEO, then the Company Lawyer, on the following day proposed an adjournment. This would allow time to make enquires, but at Celtic’s insistence limited solely to the SFA. The proposal was accepted in good faith, allowing time to learn more about UEFA rules on overdue payables and how HMRC dealt with debt recovery, new territory for the requisitioners.

What was not made known to the requisitioners at that time was that there was a paragraph in the 5 Way Agreement that required any future matters concerning the parties to the Agreement to be carried out under the auspices of The Court of Arbitration for Sport (CAS) effectively preventing the SFA from applying their own judicial process to Rangers FC PLC (Oldco) and Sevco Scotland both parties to the 5 Way Agreement.

As a result, the motivation for Celtic’s insistence in the 2013 meeting that all enquiries be dealt with through the SFA became highly questionable when, at the 2019 AGM, Peter Lawwell denied sight of the 5WA. This was despite an email emerging from 2012 that he had been sent a copy of it personally, along with Eric Riley the then Celtic Director on the SPL Board.

The duplicitous birth in 2013 then moved onto the second phase of Duplicity that has clouded Resolution 12 from 2014 to 2019.

After a couple of years of delving and finding a lawyer to help deliver the findings to SFA and UEFA, it became evident in 2018 that the UEFA licence had been granted under false pretence. A payable to HMRC existed from 21st March 2011, not “a potential tax liability in relation to a Discounted Option Scheme associated with player contributions between 1999 and 2003” as it was described in Rangers Interim accounts on 1^st April 2011 and in the proof dated 30^th  March 2011 provided to SFA by Rangers Auditors.

It was on this basis that the SFA avoided having to apply UEFA FFP Article 50 on overdue payables. Enquiries would have shown the potential liability at 31 Dec 2010 had ceased to be ‘potential’ on 21^st March 2011 and became a payable that had not been paid by 31st March 2011.  The misrepresentation provided in the ‘proof’ avoided the SFA checking if the payable met the criteria for excusing it from being overdue. Whether it was or was not an overdue payable is immaterial. Preventing that enquiry taking place was a breach of UEFA Articles 43 e) f) and i), not to mention possible fraud under criminal law, another name for ‘false pretence’.  

In August 2018 the minutes of an HMRC Meeting of 21st March 2011 (supported later elsewhere by HMRC Testimony in Court) was handed over, in front of witnesses, to the current CEO in the company of his then boss, with a request that UEFA be approached to decide if the licence in 2011 had been granted as UEFA rules required.

No reference was made at the November 2018 AGM to UEFA being approached.

At the 2019 AGM Peter Lawwell (as well as denying sight of the 5WA) justified Celtic dropping the UEFA Licence matter on the basis that the breach of UEFA Rules was under Article 65, covering the monitoring period and any sanctions against Rangers (had they not been liquidated) would have been applied in the following year. Thus, shareholders could not claim to have lost share value by being denied a place in the CL in season 2011/12.  Ian Bankier supported him and at the 2020 AGM stated that he had personally examined the handling of Res12 and concluded that no one had been misled.

What took place at the 2019 /2020 AGMs can be read in the following Recital of events that formed the basis of the Note of Concern adopted in August 2021 by Celtic Trust (CT) members who confirmed that they had read it and on that basis they had reasons to express concern.

https://docs.google.com/document/d/1_xq64br6ua5TwPCgSNEa3on5S82LRbxZ/edit

Unfortunately, that Recital and all reference to it was removed by CT Trustees over the weekend of 16th October 2021 for reasons that the proposer and seconder of the resolution did not accept, once they realised what the original, democratically adopted resolution had been replaced with, particularly as the aims of the Concern resolution had been clearly set out to Trustees and CT Members when it was published internally for debate.

The supporters of the original have subsequently raised questions on the CT Forum, accessible to CT members only, about the validity of the Trustee’s authority to change the original resolution without further due democratic process, which questions the validity of the Resolution 11 that Celtic responded to at the 2021 AGM. 

However, as these events involve all shareholders not just CT members, some of whom would be unaware of the background as they signed up to the replacement Concern resolution that made no reference to the reasons for concern, all shareholders are entitled to know the concerns of the CT members. These can be read at:

https://docs.google.com/document/d/12_NUTjGRxisncKOD_HoSTlrB4jcQzW2j/edit

There is a lot of reading at all three links but for anyone who wants to read how Resolution 12/11 was born as a result of duplicity, lived a life shadowed by duplicity and died of duplicity, totally within the Celtic sphere of influence, it is a must-read.

It makes depressing reading, but it creates an opportunity to change how supporters everywhere can bring the Celtic Board to account, without any negative impact on the emotional support the team depends on to be successful.

We have the chance to create a full time, professionally managed and administered Membership Service for Celtic supporters globally, not just shareholders, thereby increasing the potential numbers from 28k shareholders to at least 50k supporters (based on Season Ticket sales). It depends however on enough paying customers; however, they watch Celtic play, being persuaded that restoring a sense of integrity in what they pay to watch is in both in their and Celtic’s longer-term interests to do.

The means to greater accountability via transparency would use professional knowledge of Company law. There is a legal requirement (for Directors) to act fairly between members. It is old law, but remains good under the Companies Act 2006. The private shareholder with a few hundred shares is entitled to the same treatment as the institution with many millions of shares.

A list of Directors’ duties a Board cannot ignore can be read at https://www.pinsentmasons.com/out-law/guides/directors-duties-six-factors-that-boards-cannot-ignore

Legal knowledge of football law, mainly UEFA FFP, would also be utilised so that instead of a club asking UEFA if a rule has been breached, putting clubs and SFA in control, a statement from an expert in football law on behalf of thousands of supporters via a Membership Service would be produced. This would be evidence-based, preventing the ‘long grass’ tactics that both the SFA and Celtic used to prevent an early conclusion being reached on the noncompliance with UEFA FFP by Rangers in 2011.

The formation of such a Service to a Celtic supporting membership with a global reach needs professional, Celtic-minded folk of integrity, with the relevant business acumen and the energy to get a full-time, professionally run, sustainable Membership  Service off the ground.

An enterprise that has the potential to attract Celtic supporters from all backgrounds, sharing their own individual expertise to make Glasgow Celtic a beacon of integrity in a football industry that sadly lacks it.

 Without integrity our Game is a bogey.

 

How was that for you?

My take is that Michael Nicholson now has the opportunity to be his own man on this.

For years he was on point for the club apropos Resolution 12 and the requisitioners, it is fair to say, were not impressed by his handling of the matter.

Then again, he was following orders from his boss.

For the avoidance of doubt, there are no more facts to be found on this issue.

Everything has been forensically established that Celtic was cheated out of a UCL Group Stage opportunity in season 2011-2012.

This remains a legacy issue from the cheating years of the old Ibrox club.

Finally reaching closure on this matter with the shareholders and wider support would be a good way for Nicholson to announce to the Celtic family that a new era has truly started in Paradise.

Of course, that will require action rather than just a soothing statement from the club.