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

1. Worker participation in the European Company (SE) ESRC/CLR seminar: Participation and worker representation in construction in the EU 4 February 2005 Michael Stollt, Social Development Agency (Brussels) mstollt@etuc.org Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

2. Legal basis 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 2004 Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

3. National transposition of the SE – Variety of choices SE-Statute und SE-Directive do not create a completely harmonised European corporate law • Member States‘ options in national transposition laws • Application of national laws in the fields that are not regulated in the SE legislation de facto not 1 SE-law, but 28 ! Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

4. Transposition of the SE Directive : State of the art February 2005 Austria Belgium Cyprus Czech Republic Denmark Germany Hungary Iceland Malta Finland Slovak Republic Sweden UK  Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

5. Ways of forming an SE Ways of forming an SE Merger Public limited companies from twoMember States can form an SE by merger Holding Public and private limited companies from twoMember States can form a Holding Subsidiary Any legal entities governed by public or private law from twoMember States (or SE itself) form a subsidiary-SE Conversion 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 Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

6. Worker involvement in ‘community scale undertakings’ EWC Directive SE Directive ‚Community scale undertakings‘> 1000 employees in MS and > 150 AN in each of at least 2MS Concerned companies ‚Community scale undertakings‘ that want to establish an SE Worker side initiative Company side Negotiations between management and a special negotiatting body: Agreement or standard rules Negotiations between management and a special negotiating body: Agreement or standard rules Procedure SE Works Council: (improved) transnational information and consultation rights plus participation rights European Works Council: Transnational information and consultation rights Rights Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

7. Worker involvement in the SE information “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” consultation Adequate time, manner and content! participation 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 (mstollt@etuc.org)

8. Participation rights in the 28 countriesapplying the SE legislation IS IS SE SE FI FI Widespread participation rights (comprising state-owned as well as private companies) 12 countries NO NO EE EE LV LV DK DK Limited participation rights (mainly state-owned or privatised companies) 7 countries IE IE NL NL LT LT UK UK DE DE PL PL BE BE No (or very limited) participation rights 9 countries CZ CZ SK SK LU LU AT AT HU HU FR FR SI SI PT PT IT IT ES ES LI LI GR GR MT MT Stollt/Kluge: 2005 CY Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

9. ETUC position on SE Fundamental debate on (board-level) participation in SE is „closed“ ETUC Congress Stockholm 1988 ETUC Action Programme Prague 2003 High level of worker participation in the SE European mandate of worker board members Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

10. Only a handful of SE so far… • Elcoteq • Nordea SE • Bauholding Strabag • Brenner Basistunnel Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

11. Outlook: Other relevant (planned) EU Directives Information and Consultation Directive National mininum standards for I+C European Cooperative Society (ECS) European statute for cooperatives 10th Company Law Directive Cross-border mergers 14th Company Law Directive Transferral of registered offices ETUC: No fallback behind standard reached in SE Directive ! Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)

12. For further information: http://www.seeurope-network.org 1. Information about the SE • working papers (e.g. ETUC) • legal texts • FAQ • SE checklist • documents [...] and SEEurope -Country Reports 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 (mstollt@etuc.org)

13. ‘Transposition’ of SE Regulation: Two systems Choices of SE in its statutes Monistic System = administrative organ (board) Dualistic system = Management organ plus separate supervisory organ or Member States must allow SE to choose between both systems Implications on national company law ! Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org)