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Corporate :: Board of Directors

 

The Board of Directors has legal and financial responsibility for the affairs of the Company. The Board delegates day-to day operational responsibility to the executive Directors – the Chief Executive, Peter Lawwell and Financial Director, Eric Riley.

 

The Board as a whole monitors Company performance against budgets and a rolling 5 year business plan as well as making specific decisions on key areas of the Company's business, risk management and setting future strategy. The Board operates, through the Audit Committee, a comprehensive set of internal financial controls which are reported on regularly by the internal auditor and reviewed each year by the external auditors.

 

There are some matters which only the Board can decide upon including, for example, the appointment of directors and auditors, the payment of dividends and the approval of budgets and interim and annual results. Decisions on significant contracts and expenditure above certain levels, also require Board approval.

 

Brief biographical details of the Directors serving as at 30 June 2013 are as follows:

 

Ian P Bankier (61) was appointed to the Board as an independent non-executive director on 3 June 2011 and became Chairman on 14 October 2011. Mr Bankier is Executive Chairman of Glenkeir Whiskies Limited, a company he substantially owns. Glenkeir operates The Whisky Shop chain, which is the UK's largest specialist retailer of whiskies. He has been involved in the Scotch whisky industry for over 20 years having been Managing Director of Burn Stewart Distillers PLC and Chief Executive of CL World Brands Limited. Mr Bankier's formative career was as a solicitor and he was a partner of McGrigors for 15 years, where he specialised in corporate law. Mr Bankier is a member of the Remuneration Committee and chairs the Nomination Committee.

 

Thomas E. Allison (65) has been a non-executive Director since September 2001. He is Chairman of the Remuneration Committee and a member of the Nomination Committee. Mr Allison is the nominated Senior Independent Director. He is Chairman of Peel Ports Limited and a director of a number of other companies within the Peel Ports Group. He is Chairman of Tulloch Homes Group Limited, a non-executive director of Sunseeker Yacht Group Limited and Pinewood Shepperton plc, an ambassador for The Prince and Princess of Wales Hospice in Glasgow and a member of the Council of CBI Scotland.

 

Dermot F. Desmond (63) has been a non-executive Director of the Company since May 1995. He is the Chairman and founder of International Investment and Underwriting (IIU), a private equity company based in Dublin. Through IIU, he has investments in a variety of start-up and established businesses worldwide, in the areas of financial services, technology, education, information systems, leisure, aviation, health and sport (including Celtic FC). He also promoted the establishment of a financial services centre in Dublin in 1986. Today more than 500 companies trade from the IFSC.

 

Brian Duffy (59) joined the Board in February 2010. Mr Duffy was educated in Glasgow and qualified as a Chartered Accountant in 1976. He has held a variety of senior posts in the clothing and consumer goods sectors, most recently with the Polo Ralph Lauren Corporation, which he joined as President and Chief Operating Officer, Europe in 2003. He became Group President, Europe in 2008 and retired in March 2012. Mr Duffy is a member of the Audit and Remuneration Committees.

 

Peter T. Lawwell (54), Chief Executive, joined the Company in October 2003 from his position as commercial director with Clydeport plc. Previously he held senior positions with ICI, Hoffman-La-Roche and Scottish Coal. During the year Mr Lawwell served as a member of the Professional Game Board of the Scottish Football Association. On Monday 2 September 2013 he was appointed to the Board of the Scottish Football Association as a representative for the professional game in Scotland.

 

Lord Livingston of Parkhead (49) was appointed to the Board as an independent non-executive director in October 2007 and chairs the Audit Committee. Lord Livingston was Chief Executive of BT Group plc until September 2013, having also served as chief executive of BT Retail and as Group Finance Director. Lord Livingston has also previously been Group Finance Director of Dixons Group plc and a non-executive director of Ladbrokes plc (formerly Hilton Group plc). He qualified as a Chartered Accountant in 1987. He will become Minister for State for Trade and Investment from December 2013.

 

Eric J. Riley (56) is the Financial Director and joined the Company in August 1994. Mr Riley is a chartered accountant and has executive responsibility for operational areas of corporate strategy and finance. During the year Mr Riley served as a member of the Board of the Scottish Premier League Limited and in June 2013 was appointed a Director of the newly constituted Scottish Professional Football League Limited. During the year Mr Riley was also a member of the Finance Committee of the European Club Association.

 

Brian Wilson (64) was appointed as a non-executive Director in June 2005. Formerly a Member of Parliament, Mr Wilson also held several ministerial posts during his political career. He is an experienced journalist and writer and a director of several private companies. In 2011, he was named UK Global Director of the Year by the Institute of Directors and was recently appointed a Trade Ambassador for the UK Government.

 

Company Secretary

Michael Nicholson

 

 

ADVISERS

 

Auditors

BDO LLP
4 Atlantic Quay
70 York Street
Glasgow, G2 8JX

 

Bankers

The Co-operative Bank plc
29 Gordon Street
Glasgow,G1 3PF

 

Brokers and Nominated Advisers

Canaccord Genuity Limited
88 Wood Street,
London, EC2V 7QR

 

Registrars

Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol, BS99 3FA

 

Solicitors

Pinsent Masons LLP
141 Bothwell Street
Glasgow, G2 7EQ

 

 

BOARD COMMITTEES

 

The Board operates 3 standing committees: Audit, Remuneration and Nomination.

 

Each Committee has written terms of reference. These can be viewed below.

 

Membership of each standing Committee is restricted to non-executive Directors. Only independent non-executive Directors are entitled to sit on the Audit and Remuneration Committees. Executive Directors, the Company Secretary and other executives and advisers attend certain Committee meetings as required, but are not Committee members.

 

Audit Committee


 

The Committee consists of Ian Livingston as Chairman, Dermot Desmond, Brian Duffy and Brian Wilson.

 

The Committee normally meets at least 3 times a year. The external auditor, Company Secretary, Financial Director and other members of the accounting team attend routinely.

 

The Audit Committee has a number of key roles: 

 

review of Group's accounting policies, internal controls and financial reporting 

risk management and business continuity planning 

monitoring the scope, quality and independence of the external and internal audit functions

appointment and fees of the external auditors.

Terms of reference

Remuneration Committee

 

The Remuneration Committee is chaired by Tom Allison. The other members are Brian Wilson, Brian Duffy and Ian Bankier.

 

The Remuneration Committee determines the terms of engagement and remuneration of the Company's executive Directors, Company Secretary and certain senior executives, on behalf of the Board. The Committee also monitors the Company's executive share option scheme and implementation of other executive and employee incentive schemes. A detailed report is included within the Annual Report.

 

Terms of reference

Nomination Committee

 

This Committee comprises Ian Bankier as Chairman, Dermot Desmond and Tom Allison. It meets as necessary, principally to consider and recommend new appointments to the Board and senior positions in the Company for succession purposes.

 

Terms of reference

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