The Celtic Board and the 'gold standard' nine-year tenure

“To be clear, this is nothing to do with age, but length of tenure on the board. The nine-year gold standard is because shareholders worry about chairs getting stale and complacent. Long-time incumbents increasingly resist change because that often means reversing or abandoning the ideas they introduced in the first place.They lose their independence and their appetite to challenge. The culture ossifies. Power becomes entrenched. Boards become packed with yes-men and women.”

That passage from The Times article could have been written about football as easily as the food and fashion retailer. Under the UK Corporate Governance Code, nine years is the point at which a non-executive director is presumed to lose independence. Go past it and investors begin to worry about cosy relationships, group-think and a lack of real challenge.

M&S is premium-listed, so it must “comply or explain,” meaning the board can keep its chair only if it sets out a compelling case to shareholders.

And then there’s Celtic

And then there’s Celtic. Everyone who follows the club knows that Celtic is no stranger to boardroom scrutiny from the support. A small circle of directors has dominated for years.

But here’s the crucial difference. Celtic plc is on AIM, the London Stock Exchange’s junior market. AIM companies are not bound by the UK Corporate Governance Code. Instead, they adopt a recognised governance framework, usually the softer Quoted Companies Alliance (QCA) Code, and simply explain how they apply it.

In plain language, Celtic face no legal obligation to refresh the board after nine years. The “comply or explain” pressure that keeps blue-chip boards honest simply doesn’t bite quite as hard in Scottish football.

The numbers make the point. Companies House filings show that five of Celtic’s eight current directors have already sailed past the nine-year benchmark.

Dermot Desmond, the club’s biggest shareholder and power broker, has been on the board since
1995—thirty years.

Senior independent director Thomas Allison joined in 2001.

Brian Wilson has been there since 2005.

Peter Lawwell became non-executive chairman in 2023 but first joined the board in
2010, after 17 years as chief executive.

Only chief executive Michael Nicholson (appointed 2021) and newcomer Brian Rose (2023) are comfortably inside the nine-year window.

Two others are hovering right on the line. Chris McKay, the club’s finance chief, quietly crossed the nine-year threshold in January 2025. Sharon Brown will reach the nine-year mark in December 2025, putting her independence under the microscope next season.

Governance purists will tell you this is exactly the scenario the UK Code warns against. The longer a director serves, the closer they get to management and to the controlling shareholder. Challenging old strategies becomes awkward when you helped design them.

Over time the culture hardens, debate dries up and independence of thought suffers. The Times captured it perfectly, “power becomes entrenched” and “boards become packed with yes-men and women.”

But, of course, football isn’t retail, and Celtic’s defence will sound familiar to any supporter. Continuity, they argue, is a strength.

The club has dominated Scottish football for over a decade, remains profitable and has reached the Champions League in six out of the previous 10 seasons, although this season Celtic exited at the qualification stage. Player trading has produced hefty gains.

So, why fix what isn’t broken? Stability in the boardroom, the argument goes, brings stability on the park.

That logic mirrors what M&S will tell its investors if they seek to keep their chairman for an eleventh year. The Code is guidance, not statute. Shareholders can vote against the board if they don’t like the explanation.

The difference however is leverage. At M&S, big institutional investors, pension funds and fund managers, can and do vote down directors when they’re unconvinced. At Celtic, Dermot Desmond’s 35% stake gives him effective veto power. Small shareholders and supporters may grumble, but without a united bloc of institutional investors there is little external pressure to refresh the board. Annual re-election of directors provides a theoretical check, but in practice the outcome is rarely in doubt.

That leaves reputational risk as the real constraint. Modern football clubs are brands as well as sporting institutions, and governance standards influence how sponsors, partners and even UEFA view them. European football’s regulators are nudging clubs toward more transparent financial and governance practices. One day the soft law of the City could begin to harden around Celtic.

The M&S debate is a warning. Even when the nine-year rule isn’t binding, it sets expectations. Investors, analysts and journalists treat it as shorthand for independence. Once a director stays on, the burden of proof flips and the board must show why continuity outweighs the need for fresh thinking.

Celtic supporters know that strong results on the pitch don’t guarantee immunity forever. The protests of the ill-fated 2020–21 season were driven as much, if not more, by boardroom stagnation as by a failed ten-in-a-row campaign. This summer has brought fresh turbulence, with the creation of a Celtic Fans Collective putting corporate governance squarely back on the agenda.

Another long-running issue is the fragmentation of Celtic’s small shareholder base. Decades of share issues and family inheritances have left tens of thousands of tiny holdings scattered across Scotland and beyond. Many lie dormant, with owners unaware of their voting rights or even that they still own a slice of the club. Supporter groups have long been exploring ways to locate and aggregate these “lost” shares, creating a collective voice that could one day challenge the dominance of Dermot Desmond’s 35% stake.

Governance is not just box-ticking. It’s about making sure that today’s success doesn’t sow the seeds of tomorrow’s decline. Marks & Spencer may convince shareholders that an extended chairmanship serves the company’s best interests. Celtic, protected by AIM’s lighter regime and a dominant shareholder, faces no such immediate vote of confidence. But the underlying truth is the same in retail or football, familiarity breeds comfort, and comfort is the enemy of challenge.

The real question for both boards isn’t how many years a director has clocked up. It’s whether those directors still have the independence, and the courage, to say no when it matters.

CELTIC IN THE EIGHTIES by DAVID POTTER – OUT NOW!