Worker participation in the European Company (SE) ESRC/CLR seminar:

1

Worker participation Worker participation

in the European Company (SE)in the European Company (SE)

ESRC/CLR seminar:ESRC/CLR seminar:

Participation and worker representation in Participation and worker representation in construction in the EUconstruction in the EU

4 February 20054 February 2005

Michael Stollt, Social Development Agency (Brussels)Michael Stollt, Social Development Agency (Brussels)

[email protected]@etuc.org

Social Development Agency (SDA) Michael Stollt ([email protected])


Legal basisLegal basis

European Company (Societas Europeae)European Company (Societas Europeae)

Regulation on the statute

for a European Company

(ways of forming, structure, organs...)

Directive on employee involvement

in the European Company (procedure, worker rights)

„„transposition“ into national law until 8 October 2004transposition“ into national law until 8 October 2004


de facto not 1 SE-law, but 28 !

SE-Statute und SE-Directive do not create a completely harmonised European corporate law

1. Member States‘ options in national transposition laws

2. Application of national laws in the fields that are not regulated in the SE legislation

National transposition of the SE – Variety of choicesNational transposition of the SE – Variety of choices


Transposition of the SE Directive : State of the art February 2005Transposition of the SE Directive : State of the art February 2005

AustriaAustria

BelgiumBelgium

CyprusCyprus

Czech RepublicCzech Republic

DenmarkDenmark

GermanyGermany

HungaryHungary

IcelandIceland

MaltaMalta

FinlandFinland

Slovak Republic Slovak Republic

Sweden Sweden

UKUK


Ways of forming an SE

Merger

Holding

Subsidiary

Conversion

Public limited companies from two Member States can form an SE by merger

Public and private limited companies from two Member States can form a Holding

Any legal entities governed by public or private law from two Member States (or SE itself) form a subsidiary-SE

A public limited company can transform into SE, if it has had a subsidiary in another Member State since 2 years

Dr. Roland Köstler 03/2003

Ways of forming an SEWays of forming an SE


Worker involvement in ‘community scale undertakings’Worker involvement in ‘community scale undertakings’

‚Community scale undertakings‘> 1000 employees in MS and > 150 AN in each of at least 2MS

initiative

Rights

SE DirectiveSE DirectiveEWC DirectiveEWC Directive

Concerned companies

‚Community scale undertakings‘ that want to establish an SE

Company sideWorker side

ProcedureNegotiations between management and a special negotiatting body: Agreement or standard rules

Negotiations between management and a special negotiating body: Agreement or standard rules

European Works Council:

Transnational information and consultation rights

SE Works Council:

(improved) transnational information and consultation rights

plus participation rights


Worker involvement in the SEWorker involvement in the SE

information

consultation

participation

“questions which concern the SE

itself and any of its subsidiaries or

establishments situated in another

Member State or which exceed the

powers of the decision-making

organs in a single Member State”

Adequate time, manner and content!

the right to elect or appoint some of the members of the company's supervisory or administrative organ = board-level representation


Participation rights in the 28 countries applying the SE legislationParticipation rights in the 28 countries applying the SE legislation

CY

FR

ESPT

UK

IE

IS

NO

SE FI

EE

LT

PL

CZ SK

HU

IT

MT

GR

AT

DE

NL

DK

SI

BE

LV

LU

LI

FR

ESPT

UK

IE

IS

NO

SE FI

EE

LT

PL

CZ SK

HU

IT

MT

GR

AT

DE

NL

DK

SI

BE

LV

LU

LI

Widespread participation rights (comprising state-owned as well as private companies) 12 countries

Limited participation rights(mainly state-owned or privatised companies) 7 countries

No (or very limited) participation rights 9 countries

Stollt/Kluge: 2005


ETUC position on SEETUC position on SE

High level of worker participation in the SEHigh level of worker participation in the SE

European mandate of worker board membersEuropean mandate of worker board members

Fundamental debate Fundamental debate on (board-level) participation in SE is „closed“on (board-level) participation in SE is „closed“

ETUC Congress Stockholm 1988ETUC Congress Stockholm 1988

ETUC Action Programme Prague 2003ETUC Action Programme Prague 2003


Only a handful of SE so far…Only a handful of SE so far…

• Elcoteq

• Nordea SE

• Bauholding Strabag

• Brenner Basistunnel


Outlook: Other relevant (planned) EU DirectivesOutlook: Other relevant (planned) EU Directives

European Cooperative Society (ECS)European statute for cooperatives

14th Company Law DirectiveTransferral of registered offices

ETUC: No fallback behind standard reached in SE Directive !

Information and Consultation Directive

National mininum standards for I+C

10th Company Law DirectiveCross-border mergers


For further information: http://www.seeurope-network.org For further information: http://www.seeurope-network.org

• working papers (e.g. ETUC)

• legal texts

• FAQ

• SE checklist

• documents [...]

and SEEuropeSEEurope -Country Reportsountry Reports

1. Information about the SE

2. Conceptual work: The meaning of workers’ influence on companies’ decisions and strategies for achieving the European Social Model.


‘Transposition’ of SE Regulation: Two systems‘Transposition’ of SE Regulation: Two systems

Choices of SE in its statutesChoices of SE in its statutes

Member States must allow SE to choose between both Member States must allow SE to choose between both systemssystems

Monistic System

= administrative organ (board)

Dualistic system

= Management organ plus separate supervisory organ

or

Implications on national company law ! Implications on national company law !

Documents

Worker participation in the European Company (SE) ESRC/CLR seminar: