Manchester United Plc has come under criticism from a leading proxy advisory firm over what it describes as weak corporate governance, including limited board independence and the absence of a nominating committee.

Institutional Shareholder Services (ISS), which advises investors on shareholder voting matters, recommended that shareholders vote against 10 of the club’s 12 directors at its June 10 annual general meeting. According to a Bloomberg report, ISS considered only two directors, Robert Leitão and John Hooks, to be independent.

Data compiled by Bloomberg showed that Manchester United ranks among the lowest-rated New York Stock Exchange-listed companies for board independence and trails the majority of the more than 14,000 companies tracked globally.

The criticism comes despite the club’s public listing on the NYSE. The Glazer family controls about 67.9% of the voting rights through a dual-class share structure, while Ineos Ltd., owned by billionaire Jim Ratcliffe, holds 28.9%. Minority shareholders have limited influence on company decisions.

ISS also questioned the structure of the key board committees. It noted that Leitão chairs the audit committee despite his senior role at Rothschild & Co, which advised the Glazer family during the sale of Manchester United shares to Ineos.

Another shareholder advisory firm, Glass Lewis, raised concerns about the size of the audit committee, saying, “A committee with responsibilities as crucial as the audit committee should have a minimum of three members to perform its function to shareholder satisfaction.”

Glass Lewis also criticised the club’s disclosure practices, stating, “Such disclosure is a fundamental shareholder right,” after noting that Manchester United does not publish detailed proxy voting results from its annual meetings.

ISS further argued that establishing a nominating committee would improve accountability and transparency in board appointments.