1. 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

3. Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org) de facto not 1 SE-law, but 28 ! 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 National transposition of the SE – Variety of choices

4. Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org) Transposition of the SE Directive : State of the art February 2005 AustriaBelgiumCyprus Czech Republic DenmarkGermanyHungaryIcelandMaltaFinland Slovak Republic SwedenUK 

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

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

7. Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org) Worker involvement in the SE information consultation participation “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” Adequate time, manner and content! the right to elect or appoint some of the members of the company's supervisory or administrative organ = board-level representation

8. Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org) Participation rights in the 28 countries applying the SE legislation CY Widespread participation rights (comprising state-owned as well as private companies) 12 countries Limited participation rights (mainly state-owned or privatised companies) 7 countries No (or very limited) participation rights9 countries Stollt/Kluge: 2005

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

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

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

12. Social Development Agency (SDA) Michael Stollt (mstollt@etuc.org) For further information: http://www.seeurope-network.org working papers (e.g. ETUC) legal texts FAQ SE checklist documents [...] SEEurope ountry Reports and SEEurope - Country Reports 1. Information about the SE 2. Conceptual work: The meaning of workers’ influence on companies’ decisions and strategies for achieving the European Social Model.

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