confidentiality regulations for EWC activities

1. confidentiality regulations for EWC activities EUROPEAN RULES NATIONAL RULES CONVENTIONAL RULES ELEMENTS FOR DISCUSSION AND SUGGESTIONS

2. EUROPEAN RULES

3. confidentiality regulations European rules for EWC activities • directive 2009/38 EWC (recast) two levels of confidentiality : • members of SNB, EWC + experts • not authorised to reveal any information which has expressly been provided to them in confidence • even after the expiry of their term of office • no obligation for central management to transmit information when its nature is such that, according to objective criteria, would seriously harm the functioning of the undertaking or would be prejudicial (subject to prior administrative or judicial authorisation) employees’ representatives may initiate administrative or judicial appeal procedures including procedures designed to protect the confidentiality

4. confidentiality regulations European rules • directive 2001/86 European Companies (SE) two levels of confidentiality : • members of the SNB, of the representative body + experts • not authorised to reveal any information which has (-) been given to them in confidence • even after the expiry of their term of office • no obligation for the supervisory or administrative organ to transmit information where its nature is such that, according to objective criteria, would seriously harm the functioning of the SE or would be prejudicial (subject to prior administrative or judicial authorisation) employees’ representatives may initiate administrative or judicial appeal procedures including procedures designed to protect the confidentiality

5. confidentiality regulations European rules • directive 2002/14 general framework info & consult two levels of confidentiality : • employees’ representatives + experts • not authorised to reveal to employees or to third parties any information which in the legitimate interest of the company has expressly been provided to them in confidence • even after the expiry of their term of office • however possibility to pass on confidential information to employees and third parties bound by an obligation of confidentiality • no obligation for the employer to communicate information or undertake consultation when its nature is such that, according to objective criteria, would seriously harm the functioning of the undertaking or be prejudicial (-) administrative or judicial review procedures when confidentiality is required or when the employer does not provide the information including procedures designed to safeguard the confidentiality

6. NATIONAL RULES

7. confidentiality regulations national rules • Finland : act 335/2007 – 620/2011 • employees’ representatives and experts have to keepconfidential information obtained concerning : • business and trade secrets • non-public information relating to the financial position that would probably be prejudicial • security rules that would be prejudicial • this does not prevent them from disclosing the information to other employees or representatives or experts, after having informed them of the confidential nature • precondition : • management must indicate what information is considered secret • management must indicate that information is confidential • the obligation shall continue during the entire duration of the contract, for experts also after termination of the task • no obligation to provide information that might cause significant damage or harm the company

8. confidentiality regulations national rules • Belgium two levels of confidentiality : • law 23.04.1998 • central management can announce to SNB and EWC members and their experts the confidential character of the information whose disclosure could seriously harm the company • delegates are required not to disclose • Royal Decree 10.08.1998 • in so far as disclosure could seriously harm the company according to objective criteria • central management is authorised not to communicate :distribution margins, the turnover in absolute value, the level and evolution of cost and selling price per unit, the distribution of costs by product, proposed location of new retail outlets (distribution), scientific research, breakdown by company of the income statement appeal procedures ? new rules 2009 ?

9. confidentiality regulations national rules • France : act 96/985 – decree 2011/1328 only one level of confidentiality : • members of SNB, EWC + experts • required to observe professional secrecy and discretion • manufacturing processes = professional secret • discretion with respect to confidential information presented as such by the head of the company appeal procedures ?

10. confidentiality regulations national rules • Germany : law of 26.10.1996 – 18.06.2011 two levels of confidentiality ? • central management is obliged to provide information only where business or operating secrets are not jeopardised • EWC members or deputies shall not divulge or make use of secrets that have been expressly designated as confidential • this continues to apply to former EWC members • does not apply vis-à-vis other EWC members, local representatives, supervisory board members, interpreters and experts • obligation to preserve confidentiality also includes SNB members, local representatives, experts and interpreters appeal procedures ?

11. CONVENTIONAL RULES

12. confidentiality regulations conventional rules 1004 533 139 source : R.Jagodzinski / ETUI EWC Database 2011

13. confidentiality regulations conventional rules • negative provisions • EADSthe obligation to confidentiality relates to allinformation disclosed by central management,irrespective of the subject matter, nature ormedium of the information providedsome information is highly confidential (must under no circumstances be disclosed within or outside the group), some is confidential (must not be disclosed outside the group) and this of permanent or temporary nature • StenaEWC sessions will not be deemed «open»unless the topic was identified by managementas non-confidentialissues are not to be debated outside the EWC

14. confidentiality regulations conventional rules • negative provisions • TNTmanagement can ask not to share the giveninformation with the national representatives • West Pharmaceutical Servicesall matters discussed with the EWC are to beregarded as confidential • VW Bordnetzeall information from the employers’ side shallexclusively be considered business secretswhich require confidentiality

15. confidentiality regulations conventional rules • positive provisions : limited use • Agusta Westlandthe company should be as open as possiblein the provision of relevant informationthe company shall not unreasonably designate informationas confidentialthe employee representatives may challenge confidential information • Coca Cola Hellenic Bottlingthe company confirms that it will not useconfidentiality to avoid its duty to provide thefullest possible informationthe company will indicate in advance if, and for what period of time and towards whom certain information has to be kept confidential

16. confidentiality regulations conventional rules • positive provisions : different levels • Amadeus ITinformation shall be clearly stated to beconfidential, information which is only forinternal distribution shall be clearly stated to be « internal » • Johnston Press Grouplevels of confidentiality :critical(public announcement would seriouslyharm the company, share price sensitive) - secret (information of commercial value, not time sensitive, indefinitely confidential) - embargoed (no disclosure in advance of a stated embargo date) • Segerströmthe degree of confidentiality shall be indicated :to be handled only within the EWC group, with other elected representatives or another given group or meeting

17. confidentiality regulations conventional rules • positive provisions : prior discussion • Falck World Works Councilsome information may need to be treated asconfidential ; in such case management willconsult the UNI representative • LSG Sky Chefsemployees’ representatives and managementwill discuss and agree which issues fall underthe obligation to maintain secrecy • Philipsmanagement may request on a case-by-casebasis that information will not be provided toany third party ; management shall consultwith the Select Committee prior to making such request

18. confidentiality regulations conventional rules • positive provisions : conciliation • CovidienSelect Committee can questionconfidentiality and may request management to reconsider its position ; any recipient of such information can request discussion with the ombudsman to resolve issues concerning confidentiality in good faith • Alcoaany breach of confidentiality will give rise to arbitrationboth management and the employee representativesshall appoint one member to the arbitration boardtogether they choose a neutral chairperson • Autogrillshould there arise any disputes relating to theconfidential nature of the information, a technicalsettlement committee shall be formed (ref. Italian law)

19. ELEMENTS FOR DISCUSSIONAND SUGGESTIONS

20. confidentiality regulations • elements for discussion • secret or confidential ? • who are the « third parties » ? • expressly : written, orally, argumented ? • prohibition on disclosing informationobligation to inform local employees or their representatives of the content and the outcome of the information and consultation procedure « without prejudice to article 8  » (confidentiality)

21. confidentiality regulations • suggestions • a good agreement can avoid future discussions • nothing is really confidentialnevertheless, it can sometimes be useful to accept it provided the information is really relevant and usefule.g. discussion about a new evaluation system • leaks often come from management side soconfidentiality must apply equally to both partiesand stops when breached by employere.g. closure of a German branch • never accept confidentiality without a discussion • on what exactly is to be considered confidential • on the motivation why this is necessary • on the people / groups with whom it can be shared • on the timing secret

22. confidentiality regulations THANK YOU !