News
Edition 4 • July 2014
• SYNDICATE AGREEMENT
– SUBJUGATION OR
OPPORTUNITY?
• EUROPEAN WORKS
COUNCIL
• EQUAL TREATMENT AND
PROMOTION OF WOMEN
AT TAG
• HOLIDAY ENTITLEMENT
• STATEMENT ON TAKE­
OVER OFFER
on
l editi r
a
i
c
e
p
s
fe
ver of
takeo
DEAR COLLEAGUES,
The question as to whether the syndicate agreement
subjugates TAG or offers us new opportunities will be
addressed in this special edition. You will also be able to
read the Staff Council‘s official statement on the takeover
offer. We will look at equal treatment and the promotion
of women at TAG and provide some insight into how
these issues are addressed within the company.
We will also report on the European activities of the TAG
Staff Council, including plans to join forces with the works
councils of the OPCOs to set up a European Works Council
(EWC). Negotiations with the company management and
Group HR regarding the formation of the TAG EWC will
commence in July. Finally, summertime of course means
holiday time. We have therefore put together some important information about your holiday entitlement.
We look forward to hearing your feedback and wish you
a restful and sunny summer!
Best wishes,
Alexander Sollak
© MartinW - Fotolia
The syndicate agreement between
ÖIAG and América Móvil has been si­
gned. The takeover offer from Mexico
will run until 10 July and an extraor­
dinary TAG General Meeting will be
held after the summer to agree on a
capital increase and changes to the
Supervisory Board.
SYNDICATE AGREEMENT –
SUBJUGATION OR OPPORTUNITY?
On 23 April the Telekom Austria
Syndicate Agreement was concluded
between the Austrian government‘s
holding company ÖIAG and Améri­
ca Móvil. The road to the formation
of this agreement can certainly be
described as chaotic and highly con­
troversial. Financial law expert Peter
Doralt believes that the resolution
needed from the ÖIAG Supervisory
Board was reached in an unlawful
manner. A legal report has also re­
vealed that the law regulating state
holding companies was not obser­
ved. The ÖIAG Supervisory Board
members were unable to prepare
properly and examine the agreement
in sufficient detail because the syn­
dicate agreement was released just
one day before the meeting.
Finger-pointing and threats of
legal action
The chaotic meeting of the ÖIAG
Supervisory Board on 23 April was
followed by a public debate, part of
which was fought out in the media
amidst continuous finger-pointing
and threats of legal action. Since there has already been enough arguing,
the TAG Staff Council decided not to
get involved in the public debate. Nevertheless, we have certainly made
our opinion known in many different
quarters and have also written an
official statement on América Móvil‘s
takeover offer. Although the legal
report and legal experts have presented a clear case, neither the employee representatives on the ÖIAG
Supervisory Board nor the Chamber
of Labour will go down the legal rou-
2
te. This is because those at the top
of ÖIAG would not hesitate to issue
legal proceedings against the employee representatives on the ÖIAG
Supervisory Board in their personal
capacities. The fact that the ÖIAG
Management Board would want
to sue individual ÖIAG Supervisory
Board members is quite extraordinary. What‘s more, a legal dispute that
might drag on for years between
ÖIAG, the Chamber of Labour and
the employee representatives would
only be a burden on our company
and the many thousands of jobs it
provides. We do not believe it to be
practical or helpful for our company
to be constantly in the media.
Agreement released just one day
before being signed
There is one statement, however,
which we cannot let pass without
comment. During the course of the
many discussions, ÖIAG Chairman
Rudolf Kemler suggested that it was
sufficient to present the syndicate agreement one day prior to the
Supervisory Board meeting. Kemler‘s
exact words were: “The agreement is
only 32 pages long, written in English,
but is not in complicated language. To
read it in a couple of hours is no big
deal.” In my role as advisor to the
employee representatives on the
ÖIAG Supervisory Board, I myself had
the opportunity to view the syndicate agreement. The agreement
should not be read through quickly
and in one go; it should be carefully
and conscientiously checked and its
ramifications for the company and its
employees assessed. Even though
the agreement
is only 32 pages
long, it should
be noted that
it took some of
the finest law
firms in Austria
and international legal experts
a number
of weeks to
prepare it. The
agreement is
also written in
“legal English”. The various authorities needed several weeks to study
and assess the syndicate agreement.
The regulators even extended the
inspection period by two weeks in
order to “take a more in-depth look at
the syndicate agreement which Slim
has concluded with the public holding
company ÖIAG.” ÖIAG‘s modus operandi and statements alone illustrate
the level of caution exercised by the
Austrian government and ÖIAG when
taking such important and far-reaching decisions.
Syndicate agreement not really
necessary
The syndicate agreement grants
América Móvil the exclusive industrial
management of the Telekom Austria
Group. Now that the Mexicans have
submitted a takeover offer for all of
TA‘s free-float shares, one might quite rightly ask whether or not América
Móvil really needs the syndicate agreement. In fact, the Mexicans could
have made the takeover offer at any
time without even first concluding a
syndicate agreement. Events in the
Netherlands were probably still on
their minds and they did not want to
be seen as “hostile”. From a political
perspective, the syndicate agreement
in Austria has allowed the Mexicans‘
takeover of TAG to be conducted in a
very harmonious and straightforward
manner. Even if ÖIAG and, by association, the Austrian government continue to play a part as junior partners,
América Móvil has secured itself the
exclusive management and control of
the company.
Failed attempt to take over KPN
in the Netherlands
2013 América Móvil tried to acquire a majority share
in the Dutch telco KPN and made a multi-billion-euro
takeover bid. The Mexican company offered around
7.2 billion euros in total. However, the KPN foundation,
which was set up in the Netherlands during the privatisation of the former state-owned monopoly to protect
shareholders‘ interests, deemed the takeover offer to
be hostile and blocked the takeover. América Móvil currently holds a share of just under 30% in KPN.
Key points of the syndicate
agreement
The syndicate agreement regulates
the partnership between América
Móvil and ÖIAG, and safeguards
a stable shareholding structure
for the Telekom Austria Group. At
the same time, the two syndicate
partners have agreed to develop
Telekom Austria as a platform for
expansion into central and eastern
Europe. Many items and objectives
of the agreement are, however, only
set out in rudimentary terms. Some
of the really positive aspects, such
as the commitment to invest and
attain technological supremacy, are
in our opinion not being laid down in
sufficient detail or are not regulated at all. In its statement on the
takeover offer, the Staff Council has
looked at the content of the syndicate agreement in greater depth.
Future policy will indeed be decided
in Mexico. It will be interesting to
see what happens when América
Móvil tries to use TAG to step up
its expansion efforts and calls for
further capital increases. It remains
to be seen whether or not ÖIAG will
be able to go along with the capital
increases or whether it exercises its
veto right.
The Telekom Austria Group and our
OPCO A1 are of enormous commercial and economic importance to
Austria. Telecommunications have
become a key infrastructure in the
digital age. Without approval from
Mexico, it will in future not be possible for ÖIAG and, consequently, the
Austrian government to implement
an active industrial policy in the
telecommunications sector. Against
this backdrop, one would be justified
in scrutinising the strategy and ob-
Key points of the syndicate agreement
• Duration: ten years with the possibility of an extension by a further five
years if agreed by both parties
• AMX to be granted exclusive industrial management and control. TAG to
be incorporated into the AMX Group
• Capital increase of EUR 1 billion
• ÖIAG entitled to veto corporate actions as capital increase
• ÖIAG to remain TAG‘s core shareholder in the long term with a stake of at
least 25% plus one share
• TAG‘s company headquarters, Research & Development and all main departments and business units to remain in Austria
• Retention of independent corporate identity continuation of the TAG and
A1 brands
• Preservation of a state-of-the-art infrastructure
• TA shares to remain listed on the Vienna Stock Exchange
• Supervisory Board and Management Board to be controlled by AMX. AMX
to nominate eight Supervisory Board members and CFO + CTO / ÖIAG to
nominate two Supervisory Board members and CEO
• Syndicate meeting: two members from both ÖIAG and AMX. AMX to chair
the meeting and have the casting vote
Subjugation or opportunity?
The syndicate agreement is certainly not the kind of contract that gives
both partners an equal footing.
The ÖIAG has been degraded to a
junior partner in no unclear terms.
At the TAG General Meeting, the
small shareholders‘ representative
Wilhelm Rasinger even labelled the
agreement a “subjugating contract”.
jectives that have so far been pursued by ÖIAG and the government.
Considered rationally, the Austrian
government had already handed
over the reins when it took its first
steps to privatise Telekom Austria. A takeover by an international
telecommunications company was
therefore just a question of time.
When América Móvil first bought
into TAG just under two years ago it
was already plain to see which way
things would go. Once the takeover
offer has run its course, the Mexicans may already hold a majority of
TAG‘s shares.
Opportunities for TAG
This move by América Móvil also
opens up new opportunities for TAG.
A financially strong owner will surely
give us stability and support, and a
collaboration at operational level may
have a really positive impact. One example of this is the wholesale sector,
where a number of successful projects
have already been completed. What‘s
more, this collaboration with AMX
will surely allow us to take advantage
of synergies. Although the syndicate
agreement degrades ÖIAG to a junior
partner, it will provide us with a stable
framework for some time at least. It
should also be noted that América
Móvil has so far always behaved fairly
and cooperatively since buying into our
company just under two years ago.
No evaluation for 1-2 years
Of course, the proof of the pudding
is in the eating. It remains to be
seen how the collaboration between
América Móvil and ÖIAG will pan out
in future and what impact it will have
on us at TAG. What is for sure is that
no real constructive evaluation can
be carried out for another one to two
years. Only then will we see whether
or not the syndicate agreement
was a suitable means of reconciling
everyone‘s interests; and only then
will we see whether or not the Mexicans are the kind of owners that we
as TAG‘s employees would actually
like to have.
If you‘d like any further information
about the takeover offer or the syndicate agreement, feel free to get in
touch at any time.
Alexander Sollak
Chairman
TAG Staff Council
[email protected]
+43 664 66 39138
3
EUROPEAN WORKS COUNCIL (EWC)
COLLABORATION BETWEEN EMPLOYEE REPRESENTATIVES AT EUROPEAN LEVEL
The European Parliament elections
were held a few weeks ago. The
idea of a united Europe is not just of
political and economic significance.
Europe presents a challenge for
employee representatives such as
us too.
The increasing trend towards economic globalisation also calls for
new lobbying structures to support
employee interests. Given that the
Telekom Austria Group operates all
over Europe, we need to follow a
similar trend of “Europeanisation“
in our working relationships. The
takeover by América Móvil may
well expand TAG‘s field of activity
and therefore significantly increase
the group‘s footprint. A European
network linking all the works councils in each and every OPCO should
prevent the company‘s progressive
globalisation from having an adverse effect on work conditions and
causing social regression and loss
of jobs. For this reason we are going
to set up a cross-nation European
Works Council for TAG in which delegates can represent the interests
of employees in their respective
countries (EU member states). In
our case the planned EWC would
currently include the following
companies: TAG, A1, Mtel, Vipnet,
Si.Mobil.
Expats
There is already an employee
exchange programme in place between the companies in the group.
Some employees are expats, who
leave Austria to work abroad, while
many other employees have come
from an OPCO to work at TAG. This
two-way exchange programme
promotes diversity and offers our
colleagues some really interesting
development opportunities. The
employee exchange programme
is therefore something we rate
very highly and intend to promote
further. One of the many tasks of
the European Works Council will be
to ensure that the company creates
and continues to maintain the best
possible conditions for secondments.
4
Road to the foundation of a European Works Council
In summer 2013 we started making our first preparations to set
up a European Works Council. Our
initial focus was on networking
and exchanging information with
the OPCOs‘ works councils. Having
reached a consensus in terms of
goals and duties, we started to
address the legal aspects. Our
challenge was to take into account
the different structures of each
country‘s works council and trade
union, as well as the differences
in legislation. In early 2014 the
employee representatives at TAG,
A1 and Mtel officially notified the
company management that it was
our intention to set up a European
Works Council and that we wished
to initiate negotiations on the matter. The first official meeting with
the company management and
Group HR will be held in early July
and attended by employee representatives from Austria, Bulgaria
and Croatia.
EU directive
The conditions for establishing a
European Works Council are set out
in an EU directive. Unlike Austrian
labour law, which provides comprehensive and detailed regulations for
each and every aspect of employee
representation, the EU directive
merely sets a rather limited legal
framework. The details regarding
the EWC need to be negotiated
between the Works Council and the
company management. These negotiations will start in July, as mentioned previously. The EU directive
applies to all EU member states.
This means that the planned TAG
EWC would currently include Austria, Bulgaria, Croatia and Slovenia.
European Works Council by
operation of law
What happens if the company management refuses to negotiate on a
European Works Council or delays/
blocks the negotiations? The EU directive stipulates that the European
Works Council must be set up within
three years of it being requested
by the employee representatives.
If no agreement is reached within
these three years, a “European
Works Council by operation of law“
will automatically be set up and
granted certain minimum rights.
This provision guarantees employees a platform on which to exercise
their minimum rights to be informed
and consulted in cases where the
company management is unwilling
to negotiate or no agreement can be
reached.
EWC powers
The European Works Council is not
intended to replace the existing
employee representatives in each
country, but rather to supplement
them. The existing rights and duties
of the national employee representatives in each OPCO remain
unaffected by the EWC. The EWC
generally has the following rights:
• the right to be informed and consulted in matters concerning the
economic, social, health and cultural interests of the employees of
at least two companies belonging
to the Telekom Austria Group in
different member states,
• the right to hold a meeting with
the central management at least
once a year to address a report
presented by the central management on the development of the
business situation and the group‘s
prospects, and to discuss this
report.
Podkrepa-Mobiltel – employee representation in
Bulgaria
© Denis Cristo - Shutterstock
The Bulgarian subsidiary Mtel
has had an active employee representative body for over two
years now. In May 2012 a group
of employees got together and
set up Mtel‘s first ever representative committee. This was followed by the
formation of other committees in various departments and at various locations. In March 2013 these
committees merged to form the enterprise union
Podkrepa-Mobiltel. This enterprise union represents
the interests of all the employees at Mtel. PodkrepaMobiltel is a member of the umbrella organisation
Podkrepa CL (Podkrepa Confederation of Labour),
which is one of the two recognised trade union confederations in Bulgaria.
Benefits for our company and
owners
The European Works Council is
not just good news for us employees. The EWC will also benefit
our company and our TAG board
members. The information given
by the EWC delegates from each
OPCO to the group management
is authentic. Their information can
therefore be used to verify reports
presented by the local management in individual countries to the
group management. The EWC can
also be used to convince foreign
employee representatives from
antagonistic work cultures of the
benefits of the consensus-oriented
negotiation culture in Austria. Ultimately, the EWC can be used by
the management as a tool to make
employee representatives more
willing to accept structural changes. This reduces the risk of high
cost labour disputes at individual
locations. A well-connected EWC
can also represent the company‘s
interests vis-à-vis politicians and
national and European institutions. This benefit is plain to see in
the case of the EU and European
regulations: the TAG EWC will be
made up of delegates from Austria,
Bulgaria, Croatia and Slovenia; a
well-connected EWC will therefore
have quick and collective access to
European Parliament members in
these four countries. For our owner
América Móvil it must surely be
easier to have a central point of
contact for employee matters.
We believe that the formation of a
European Works Council is an important step for TAG. During times
of change – such as a change of
ownership or progressive globalisation – it is particularly useful to
have a network of employee representatives spread across Europe.
We will soon start official negotiations with the company management and Group HR.
The employee representatives at Mtel are all employees of the company and also representatives
and members of Podkrepa-Mobiltel. They focus on
the economic, social, health and cultural interests of
employees at Mtel. Solidarity, team spirit and equal
treatment are important values for Podkrepa-Mobiltel. Other focal areas include equal opportunities
and gender equality, the right to skilled jobs, health
and safety at work, the social environment and social
security.
Over the last two years a number of meetings have
been held between the union and Mtel‘s management. The constant changes to the business
environment and their impact on the workforce are
repeatedly at the heart of these discussions.
We hope that we will be able to
agree on a suitable way to set up
the TAG EWC and that employees‘
interests will not be ignored as they
so often have been in the past.
Alexander Sollak
Chairman
TAG Staff Council
[email protected]
+43 664 66 39138
5
EQUAL TREATMENT AND PROMOTION OF
WOMEN AT TAG
© Monkey Business Images - Shutterstock
Gender equality and the equal treat­
ment of women and men at work
are values which really should not
be disputed in modern-day society
and corporate culture. Unfortunate­
ly, however, there is still a wide gulf
between theoretical ideals and reality.
Stereotypes and blatant unfairness
are not easy to eradicate from the
Austrian workplace. A number of legal
measures have therefore been intro­
duced to combat this unfairness.
Equal Treatment Act
A legal basis is provided by the Austrian Equal Treatment Act. The equal
treatment of all company employees
must be ensured in various respects.
These include:
• gender
• ethnicity/origin
• religion and ideology
• age
• disabilities
• sexual orientation.
© wavebreakmedia - Shutterstock
Of course, this act alone will not protect people against discrimination. It
is therefore important to know what
options are available to stop discriminatory practices. Breaches of the
Equal Treatment Act can and should
be punished.
6
Equal Treatment Officers at TAG
The Equal Treatment Officers within
the Telekom Austria Group are
responsible for combating discrimination. They are there to provide
advice on all matters relating to
discrimination, bullying and (sexual)
harassment. They also oversee
recruitment and selection processes. If they have reason to suspect
discrimination, the officers may report this to the regulatory authority
or bring a case before the Austrian Equal Treatment Commission.
Further information on the Equal
Treatment Officers in our company
can be found on the intranet at
http://a1.inside/servicestelle-gleichbehandlung
The Ombud for Equal Treatment
Free advice and support in every
instance of discrimination (not just
at work) is provided by the Austrian Ombud for Equal Treatment, a
government-run institution which
was set up to enforce people‘s
right to equal treatment and gender equality and to protect people
against discrimination. The Ombud
for Equal Treatment operates independently on the basis of the Equal
Treatment Act. For more information, visit
http://www.gleichbehandlungs­
anwaltschaft.at
Equal Treatment Commission
Anyone affected by discrimination
can also contact the Equal Treatment
Commission directly. This body has
been set up to examine and ascertain potential breaches of the Equal
Treatment Act. This service is free of
charge and a claim can be made without needing any legal assistance that
would incur additional costs. For more
detailed information, visit
www.help.gv.at
Income transparency and
promotion of women at TAG
Since the last amendment to the
Equal Treatment Act in 2011, the term
income transparency has also become
established in Austrian law. As of 2014,
a TAG income report must be produced every two years to flag up any
discrepancies in the incomes of male
and female employees. The report is
written on the basis of clearly defined
guidelines. TAG Staff Council has the
right to be informed of and communicate the content of the income report.
A standardised basis for remuneration
within the company is not the only
goal, however.
The Women Promotion Plan (20122017), which was jointly drawn up by
the board members of the Telekom
Austria Group, Group HR, Group Corporate Communications, the Equal
Treatment Officers and the Staff
Council, underpins the company‘s
© Pressmaster - Shutterstock
Planned measures
The ambitious targets set out in the
promotion plan are to be achieved by
taking measures such as improved
information flows and communication with employees – with a focus
on mothers- and fathers-to-be and
employees currently taking parental leave. Flexible working hours and
part-time employment are options
that need to be made available in all
departments and at all skill levels.
Training programmes which are specially designed for women are another
important objective of the Women
Promotion Plan. Positive discrimina-
© LifePhotoStudio - Shutterstock
commitment to uphold the principle
of equality between male and female
employees. One of its key objectives is
to promote the acceptance of women
as colleagues with equal rights and of
equal value at every hierarchical level
in the world of work. For instance, one
of the targets in Austria is to achieve
a 35% quota for women in managerial
positions at TAG and A1 by the end
of 2015. Particular emphasis is also
placed on striking a better balance
between work and family life – and
especially on promoting the role of
fathers in parenting.
tion in favour of women in job applications is an integral part of the plan.
What this means is that a woman
should be given preference in cases
where a male and female candidate
are equally well suited for a job.
The TAG Staff Council welcomes
these initiatives. HR does, however, keep coming up with some very
dubious ideas for promoting women‘s
interests. The idea to make future
salary increases only available to
those on the minimum wage, in order
to free up funds for the promotion of
women is a proposal by HR which we
find quite simply unacceptable. This
wouldn‘t do women any favours either. Besides the fact that they will not
receive any pay rise if they earn more
than the minimum wage specified in
the collective agreement, they will be
stigmatised as everyone else‘s “bogeyman“. TAG Staff Council believes
it is more practical and productive to
finalise and rigorously implement the
following measures for the promotion
of women:
• promote paternity leave and the
general acceptance of men taking
paternity leave and working on a
part-time basis
• offer various (individual) work time
models and “mobile working“ opportunities for all women at TAG
• develop the Flying Nannies childcare
programme and set up the longawaited company kindergarten
• include special training opportunities for women in the Business
School‘s portfolio
All this might look good on paper
but, at the end of the day, it will take
some good hard work to implement
the measures set out in the Women
Promotion Plan.
Detailed information on the Women
Promotion Plan can be found on the
intranet at http://a1.inside/gleich­
behandlung
Doris Özkan-Nowak
TAG Staff Council
[email protected]
+43 664 66 24218
Imprint:
Publisher and responsible for the content:
Staff Council Telekom Austria AG
Lassallestraße 9, 1020 Vienna
E-Mail: [email protected]
Tel.: + 43 050 664 24218
Place of manufacture: Vienna
Layout: Sabine König | beesign.com
Printing: druck.at
7
SUMMERTIME MEANS HOLIDAY TIME!
YOUR HOLIDAY ENTITLEMENT AT A GLANCE
How is your holiday entitlement
accrued?
During the calendar year in which
your employment commenced, the
rule is that for every working month
you start, you become entitled to a
twelfth of your annual allowance.
Once you have worked for at least
six months during the calendar
year you will become entitled to the
full holiday allowance. If periods of
parental leave fall within a calendar
year, your holiday allowance will,
if not already used up, be calculated in proportion to that calendar
year minus the periods of parental
leave. Your holiday allowance for
each calendar year will be 30 days
(for 6-day week, or 25 days if 5-day
week) if you have been employed
for less than 25 years and 36 days
(for 6-day week, or 30 days if 5-day
week) if you have been employed
for 25 years or more. The base
date for calculating your holiday
allowance is 1 July of each year.
The “length of service“ required to
qualify for the increased holiday
allowance will be considered to be
reached on 1 July, if completed before midnight on the 30 September
following the base date.
Periods which count towards
your holiday allowance (length
of service)
Prior employment for another
employer if they employed you for
at least six months and you did
not stop work for more than three
months – maximum accrual: 5 years
Time at school will partially count
towards your holiday allowance if
8
the time spent at school was not
part of your compulsory education –
maximum accrual: 4 years
Higher education (full time) may
count towards your holiday allowance once successfully completed
– maximum accrual: 5 years
When parental leave is taken for
the first time during your current
employment in accordance with the
Austrian Maternity Protection Act
(see also Section 7c of the Paternity
Leave Act), up to 10 months will be
credited to your length of service.
However, no more than 12 years of
this accrued “previous service“ may
count towards your length of service/holiday allowance.
Use of holiday leave
Any plans to take holiday leave
must be agreed with the relevant
manager in good time before starting each holiday, taking operational interests into account; the
employee‘s personal situation will
be given due consideration. If the
employee has received no affirmative or negative response from the
manager four weeks after notifying them of their holiday plans, the
request will be considered granted.
The employee is entitled to use half
of their holiday allowance in one go,
unless there are compelling operational reasons for not doing so.
The employer may not unilaterally
dictate the dates of the employee‘s
holiday; conversely, the employee is
not allowed to unilaterally start or
arbitrarily extend their holiday.
Lapse of holiday entitlement
Holiday entitlement will lapse two
years after the end of the year in
which the holiday entitlement was
accrued. This period will be extended
by the duration of any parental leave
taken in accordance with the Paternity Leave Act or the Maternity Protection Act. The oldest holiday entitlement will always be automatically
used first. Your holiday entitlement
will therefore only lapse if you have
accrued more than three full years‘
worth of holiday allowance. Shorter
periods apply for civil servants.
Illness while on holiday
If employees become ill or are involved in an accident while on
holiday, the days taken up by the
illness/incapacity will not be de-­
ducted from their holiday allowance
provided that they are incapacitated
for more than three calendar days,
immediately inform the employer after three days and present a medical
certificate upon their return to work.
Other points you should be
aware of concerning your holiday
allowance:
Is it possible to deviate from a fixed
holiday agreement
Only in exceptional circumstances.
What happens if no agreement can be
reached regarding my holiday?
If the employee has notified the
employer at least three months in
advance of the date on which they
wish to start their holiday or part of
their holiday that is at least 12 business days long and no agreement
can be reached, the negotiations
will be continued together with the
TAG Staff Council. If an agreement is
still not reached, the employee may
start their holiday on the date they
have proposed unless the employer has brought the case before an
industrial tribunal.
Is it possible for an employee to waive
their holiday entitlement?
No.
Is it possible to exchange your holiday
entitlement for cash?
No, any such agreement would be
invalid.
We hope you have a restful and
relaxing holiday!
Thomas Steindl
Vice-Chairman
TAG Staff Council
[email protected]
+43 664 66 27277
© Luisa Venturoli - Shutterstock
To ensure that the nicest days of
the year are also restful ones, we
have put together an overview
of the most important points to
note regarding the amount of
holiday you are entitled to under
our collective agreement.
The regulations set out under
Austrian labour law are generally
applicable for all TAG employees
unless the collective agreement or
service contract stipulates more
favourable terms.
STAFF COUNCIL STATEMENT ON
TAKEOVER OFFER
On 15 May Carlos Slim‘s América Móvil Group submitted a takeover of­
fer through its Dutch subsidiary Carso Telecom to buy up all of Telekom
Austria‘s shares. The offer will run until 10 July. The Mexicans are offering
EUR 7.15 for each share. Under the Austrian Takeover Act, it is necessary
for the TAG Management Board and the TAG Supervisory Board to evalu­
ate this takeover offer and submit a statement on it. This act also makes
provision for the works council to comment on the matter. We have availed
ourselves of this right and released the following statement.
The Management Board has submitted a neutral statement on the takeover
offer. The Supervisory Board has endorsed the statement made by the Management Board. We, the Staff Council, have released a statement that does
not explicitly urge people to accept or decline the offer. We have, however,
commented on individual aspects of the offer and made our own assessment
of these. The complete set of statements and details of the takeover offer are
available on the TAG and Austrian Takeover Commission websites. We look
forward to finding out the results of this takeover offer. The Mexicans may
soon hold an absolute majority of TAG‘s shares.
Non-certified translation of the
Statement
of the staff associations of Telekom Austria AG and A1 Telekom Austria AG
in accordance with § 14 of the Austrian Takeover Act (ÜbG)
regarding the voluntary public takeover offer for achieving control (§ 25a ÜbG) with
the option of conversion into a mandatory offer (§§22 et seqq. ÜbG)
(“Takeover offer”)
of Carso Telecom B.V.
Prins Bernhardplein 200, 1097 JB, Amsterdam, The Netherlands
(“Bidder”)
To the shareholders of
Telekom Austria AG
Lassallestraße 9, A-1020 Vienna, Austria
ISIN: AT0000720008
Both staff association bodies (“the
staff association”) of Telekom Austria AG (representative committee)
and A1 Telekom Austria AG (central committee) are making use of
their right in accordance with § 14
ÜbG and thus are providing a joint
statement regarding the voluntary
public takeover offer - for achieving
control (§ 25a ÜbG) with the option
of conversion into a mandatory offer (§§22 et seqq. ÜbG) - of Carso
Telecom B.V. to the shareholders of
Telekom Austria AG.
The following statements are based
on the facts known to the staff association as of the present day and/
or the published statements regarding the intentions of the bidder with
regard to their engagement with
Telekom Austria AG.
The conclusion of the shareholders’
agreement (consortium agreement)
between the bidder and ÖIAG and
the resulting present takeover offer
ensures that the bidder has sole industrial leadership and control over
Telekom Austria AG. The staff association is prepared to actively face
new challenges and constructively
participate in the future develop-
ment of the Telekom Austria Group.
In addition, the staff association
assumes that the relevant Austrian
laws will be strictly complied with
in all events, including a possible
implementation of international
organisational areas and areas of
responsibility.
Shareholders’ agreement syndication agreement
The staff association is generally
open to an equal collaboration of
both primary shareholders ÖIAG
and Carso Telecom - the bidder,
Carso Telecom, is a part of the
América Móvil Group. After nearly
two years since the first investment in Telekom Austria AG, the
bidder and ÖIAG have reached the
decision of concluding a shareholders’ agreement. The expansion of
the dedication of the bidder reflects
the potential and the strategically good position of the Telekom
Austria Group. The staff association
is of the opinion that ÖIAG should
continue to exercise a dominant
influence on Telekom Austria AG
also in the future or at least that the
“Austrian and public interests” are
ensured in the long term through
a “partnership at eye level.” Among
other things, however, the purpose
of the shareholders’ agreement is
to ensure that the bidder has sole
industrial leadership and control
over Telekom Austria AG. In the
opinion of the staff association, the
shareholders’ agreement does not
represent an equal partnership at
eye level and is thus to be assessed
in a nuanced way and certainly very
critically with in many regards.
Term of the shareholders’ agreement
According to the takeover offer, the
shareholders’ agreement will be
concluded for a term of 10 years.
In the fast moving telecommunications industry, a period of 10 years
can be considered comprehensive,
however, with respect to long-term
corporate development, 10 years
are a fairly short period. From the
point of view of the staff association, a longer term of the shareholders’ agreement would be advisable
for the Telekom Austria Group in
order to ensure stable conditions in
the long term.
9
Staff Council statement on takeover offer
Framework conditions of the
shareholders’ agreement - impact
on the employment situation and
location issues
The staff association believes that
the general framework conditions
of the shareholders’ agreement and,
in particular, the “Austrian Package”
are to be assessed in a nuanced
way and certainly very critically with
regard to certain points.
“from today’s perspective there
will be no significant impact on the
employment and location situation” and that “according to present
knowledge, no significant immediate downsizing” is contemplated.
Based upon the information provided, however, the staff association cannot rule out a future staff
reduction, especially at A1 Telekom
Austria AG.
The agreement to retain the primary
administrative headquarters of Telekom Austria AG and the essential
business and executive functions
as well as research and development in Vienna, Austria, should be
seen as positive. Combined with
the proposed expansion strategy
and the exclusivity rights of the
Telekom Austria Group for defined
CEE countries, positive development opportunities may be possible
for Telekom Austria AG as a holding
and expansion hub. From the point
of view of the staff association, the
shareholders’ agreement may thus
have a positive impact on Telekom
Austria AG (Holding) - with the element of uncertainty being that the
future of Telekom Austria AG after
the expiration of the shareholders’
agreement remains unclear.
The staff association welcomes the
recognition of the bidder and ÖIAG
regarding the labour and constitutional law conditions applying to
employees, especially civil servants. Another positive aspect is the
fact that these conditions as well
as special legal regulations such as
the Austrian post structure law are
complied with at all times. However,
it should also be noted that in the
view of the staff association, compliance with legal regulations is to
be taken for granted.
On the one hand, the bidder’s claim
to technological leadership on the
Austrian mobile telephony market
and ensuring the technical standards of the EU as well as investment opportunities in existing
markets are positive, on the other
hand, however, the staff association
believes that these points are not
adequately set forth. The takeover
offer does not detail infrastructure
investments in Austria. The growth
and expansion strategy aimed for
contains the danger that the Austrian home market and the largest
and most significant corporate subsidiary A1 Telekom Austria AG will
lose significance and (additional) investments will come in the form of
acquisitions in Central and Eastern
Europe rather than benefitting the
Austrian (network) infrastructure.
The takeover offer mentions that
10
According to the takeover offer, the
bidder and ÖIAG have agreed within
the framework of the “Austrian
package” to aim towards increasing the performance of Telekom
Austria and thus take the interests
of all stakeholders, including the
Austrian employees, into consideration. However, no details are
provided as to how the interests
of the Austrian employees will be
taken into consideration. Due to the
information made available to us, it
is to be feared that the interests of
the employees will be discounted
in the future. On the one hand, the
performance is to be increased, on
the other, there is no consistent
performance management model
in the form of a valid works agreement for the employees of Telekom
Austria AG (Holding) to implement
the growth and expansion strategy.
Moreover, the consortium meeting is invoked in the takeover offer
which, in the opinion of the staff association, massively interferes with
the co-determination rights of the
employee representatives on the
Supervisory Committee of Telekom
Austria AG.
The bidder and ÖIAG will hold consortium meetings in the future (two
members of the bidder and ÖIAG,
respectively), to discuss and decide
upon all agendas of the General
Meeting and the Supervisory Committee. The staff association believes that all critical company decisions will in this way be made prior
to official meetings without the involvement of employee representatives. It is thus to be feared that in
the future, employee interests will
not be sufficiently considered during
important company decisions since,
in the view of the staff association,
discussions and shared decisionmaking are ruled out because of the
antecedent consortium meeting.
The staff association is of the opinion that the employees are the most
important resource of the company.
Without dedicated staff contributing
their innovative ideas, their commitment to top performance and their
readiness for continuous improvements on a daily basis, long-term
corporate success is impossible.
As a result, the staff association
believes that a company is responsible for a fair compensation that
matches the success of the company and needs to ensure secure
employment and the creation of
new, innovative jobs.
The co-determination rights of
employee representatives are an
integral part of the corporate policy
of the Telekom Austria Group and
thus an essential factor in the
company’s success. In order to
achieve a successful collaboration
in the future, the staff association
believes it necessary to involve the
employee representatives in all
corporate decisions in a timely and
comprehensive manner, as provided
for by Austrian labour law. The staff
association will closely observe all
further developments in the months
to come and adjust its position and
actions accordingly. Preserving the
interests of the Telekom Austria
Group and its employees (especially
those of Telekom Austria AG and
A1 Telekom Austria AG) as well as
Staff Council statement on takeover offer
the interests of customers and of
Austria shall be the criterion for all
further actions and steps.
Public interest
Through the conclusion of the
shareholders’ agreement between
the bidder and ÖIAG and the ensuing, present takeover offer, the
industrial leadership role of the
Telekom Austria Group will transfer
from ÖIAG to the bidder. As a result,
ÖIAG will in the future no longer be
able to pursue an active industrial
policy in the telecommunications
sector in the sense of public interest and in the sense of Austria as a
business location.
A possible positive impact on the
primary administrative headquarters and the capital structure of
Telekom Austria AG must not hide
the fact that one of Austria’s most
important leading companies will
be placed in foreign hands. Some
of the rights defined for ÖIAG in the
shareholders’ agreement are linked
to the retention of the blocking minority of 25 % + 1 share by Telekom
Austria AG. In the takeover offer,
however, there is no indication of
how ÖIAG will return the blocking
minority for Telekom Austria AG in
the future. Based on the expansion
policy stated in the takeover agreement, the staff association assumes
that future capital measures are to
be expected alongside the stated
capital increase at Telekom Austria
AG of EUR 1 billion.
Telecommunications infrastructure
is of enormous importance for every
national economy in terms of security and location policy. A comprehensive supply and further expansion of
the broadband network is of special
public interest. The staff association
also believes that it is in the public
interest that the current ÖIAG share
in Telekom Austria AG of 28.42 % is
maintained at all times in the future
and anchored in constitutional law
and that additional investments in
the Austrian network infrastructure
of Telekom Austria are ensured to
the greatest possible extent.
The staff association is of the general opinion that ÖIAG should continue to exercise a dominant influence on the Telekom Austria Group
in the future or, at any rate, that a
partnership at eye level with the
bidder should be achieved for the
purpose of public interest. Among
other things, however, the shareholders’ agreement provides for the
bidder to acquire the sole industrial
leadership and control over Telekom
Austria AG. According to the staff
association, the present takeover
offer is therefore not in the public
interest.
Committees and bodies
The shareholders’ agreement between the bidder and ÖIAG regulates
the future distribution of seats in
the committees of Telekom Austria
AG. According to the takeover offer,
the Supervisory Committee should
continue to be made up of 10 (ten)
shareholder representatives, with 8
(eight) members being nominated
by the bidder and 2 (two) by ÖIAG.
The Board of Directors of Telekom
Austria AG should be made up of 3
(three) members, with 2 (two) members, namely the CFO and the COO/
CTO being nominated by the bidder
and 1 (one) member of the Board
of Directors, namely the CEO, being
nominated by ÖIAG. The functions
on the Board of Directors and the
Supervisory Committee to which
ÖIAG is entitled should not hide the
fact that the bidder may at all times
exercise the controlling majorities
(indirectly and/or directly) on the
committees of Telekom Austria AG.
On 6 May 2014, the Supervisory
Committee of Telekom Austria AG
announced that DI Siefried Mayrhofer (currently the CFO of A1
Telekom Austria AG) will as of 1 June
2014 be appointed CFO of Telekom
Austria AG. The staff association
welcomes the appointment of the
new CFO. At the same time, the
staff association points out that
the bidder and ÖIAG should soon
consult with each other regarding
the nomination rights for the Board
of Directors and Supervisory Com-
mittee functions as agreed upon in
the shareholders’ agreement and
offer suggestions as quickly as possible for retaining or replacing the
functionaries of the corresponding
committees (General Meeting and
Supervisory Committee of Telekom
Austria AG). A transparent information policy and clarity, especially
with regard to the members of the
Board of Directors of Telekom Austria AG, are important for the company, the staff and the customers.
Financial and business goals and
intentions
The bidder undertakes to respect
the distinct identity of Telekom
Austria. Telekom Austria will continue to offer its services under its
current branding. This will continue
to ensure the independent corporate identity in the future, which
the staff association deems to be
positive. The staff association also
recognises the positive effects of
the future operational collaboration
between the América Móvil Group
and the Telekom Austria Group. This
will allow synergetic potential on
both sides to be raised. In addition,
the long-term competitive ability
of Telekom Austria in a competitive
and consolidating market environment can to some extent be
improved by América Móvil Group,
which acts on a global scale and is
financially strong.
Vienna stock exchange
The takeover offer suggests that for
the duration of the shareholders’
agreement, the shares of Telekom
Austria will continue to be listed on
the Vienna stock exchange under
the “prime market” segment of the
“official market.” Telekom Austria
shares constitute an important
value on the Vienna stock exchange
and were offered as “Volksaktie”
(peoples’ shares) when going public
in 2000. As a result, many active
and former employees hold shares
in the company. Ensuring that the
shares of Telekom Austria are listed
on the Vienna stock exchange is
deemed positive by the staff association.
11
Staff Council statement on takeover offer
Capital increase
The bidder and ÖIAG mutually undertake to support a cash capital
increase in the amount of EUR 1 billion during the second half of 2014
or the first half of 2015 (dependent on the market environment)
for Telekom Austria AG. This step is
welcomed by the staff association.
In spite of positive company operating results, the capital structure
and financial situation have been
seriously strained in the past due to
excessive dividend payments and
the recent highly capital-intensive
frequency auctions in Austria. The
staff association nevertheless believes it to be unsatisfactory that
the takeover offer does not specify
a detailed purpose for the capital
increase.
12
Acceptance or rejection of the
takeover offer?
Shareholders who accept the offer
will no longer profit from a potentially favourable corporate development of Telekom Austria AG and/
or a more favourable share price
development of Telekom Austria
shares.
Shareholders who do not accept the
offer will continue to remain shareholders of Telekom Austria AG.
In light of the shareholders’ agreement concluded between the bidder
and ÖIAG on 23 April 2014, the addressees of the takeover offer that
has been presented cannot prevent
the consolidation of Telekom Austria
AG within the América Móvil Group.
In this respect, the responsibility for
the further development of the Telekom Austria Group and its employees rests primarily with the bidder.
As a result, shareholders addressed
by the takeover offer should react to
it as they deem fit according to their
own interests as shareholders. The
staff associations of Telekom Austria AG and A1 Telekom Austria AG
do not provide any explicit recommendations for the takeover offer
but do expect that the shareholders
will consider the arguments and positions set forth in this statement.