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)
[email protected]
Social Development Agency (SDA)
Michael Stollt ([email protected])
1
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 ([email protected])
National transposition of the SE – Variety of choices
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
de facto not 1 SE-law, but 28 !
Social Development Agency (SDA)
Michael Stollt ([email protected])
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 ([email protected])
Ways of forming an SE
Ways of forming an SE
Merger
Public limited companies from two Member States can
form an SE by merger
Holding
Public and private limited companies from two Member
States can form a Holding
Subsidiary
Any legal entities governed by public or private law
from two Member States (or SE itself) form a subsidiarySE
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 ([email protected])
Worker involvement in ‘community scale undertakings’
EWC Directive
‚Community scale undertakings‘
> 1000 employees in MS and
> 150 AN in each of at least 2MS
Worker side
Negotiations between
management and a special
negotiatting body:
Agreement or standard rules
European Works Council:
Transnational information and
consultation rights
SE Directive
Concerned
companies
initiative
Procedure
Rights
‚Community scale undertakings‘
that want to establish an SE
Company side
Negotiations between management
and a special negotiating body:
Agreement or standard rules
SE Works Council:
(improved) transnational information
and consultation rights
plus participation rights
Social Development Agency (SDA)
Michael Stollt ([email protected])
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
consultation
single Member State”
Adequate time, manner and content!
participation
Social Development Agency (SDA)
the right to elect or appoint some of the
members of the company's supervisory or
administrative organ
= board-level representation
Michael Stollt ([email protected])
Participation rights in the 28 countries applying the SE legislation
IS
SE
FI
Widespread participation rights
(comprising state-owned as well as
private companies) 12 countries
NO
EE
LV
DK
NL
IE
UK
BE
DE
FR
ES
PL
CZ
AT
LU
PT
Limited participation rights
(mainly state-owned or privatised
companies)
7 countries
LT
SI
No (or very limited) participation
rights
9 countries
SK
HU
Stollt/Kluge: 2005
IT
LI
GR
MT
Social Development Agency (SDA)
CY
Michael Stollt ([email protected])
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 ([email protected])
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 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 ([email protected])
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 ([email protected])
‘Transposition’ of SE Regulation: Two systems
Choices of SE in its statutes
Monistic System
Dualistic system
or
= administrative organ
(board)
= Management organ
plus separate supervisory organ
Member States must allow SE to choose between both systems
Implications on national company law !
Social Development Agency (SDA)
Michael Stollt ([email protected])