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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]).

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Worker participation in the european company se esrc clr seminar

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])


Legal basis

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])


Worker participation in the european company se esrc clr seminar

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 ([email protected])


Transposition of the se directive state of the art february 2005

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

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 ([email protected])


Worker involvement in community scale undertakings

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 ([email protected])


Worker involvement in the se

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 ([email protected])


Participation rights in the 28 countries applying the se legislation

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 rights9 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 ([email protected])


Etuc position on se

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

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

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

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

‘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 ([email protected])


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