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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])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
Only a handful of SE so far…Only a handful of SE so far…
• Elcoteq
• Nordea SE
• Bauholding Strabag
• Brenner Basistunnel
Social Development Agency (SDA) Michael Stollt ([email protected])
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
Social Development Agency (SDA) Michael Stollt ([email protected])
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.
Social Development Agency (SDA) Michael Stollt ([email protected])
‘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 !