1994L0045 — EN — 05.02.1998 — 001.001 — 1
This document is meant purely as a documentation tool and the institutions do not assume any liability for its contents
►B COUNCILDIRECTIVE94/45/EC
of22September1994
ontheestablishmentofaEuropeanWorksCounciloraprocedureinCommunity-scaleundertak-
ings and Community-scale groups undertakings for the purposes of informing and consulting
employees
(OJ L 254, 30.9.1994, p. 64)
Amended by:
Official Journal
No page date
►M1Council Directive 97/74/EC of 15 December 1997 L 10 22 16.1.1998
▼B
COUNCILDIRECTIVE94/45/EC
of22September1994
ontheestablishmentofaEuropeanWorksCounciloraprocedure
in Community-scale undertakings and Community-scale groupsundertakings for the purposes of informing and consulting
employees
THE COUNCIL OF THE EUROPEAN UNION,
Having regard to the Agreement on social policy annexed to Protocol
14 on social policy annexed to the Treaty establishing the European
Community, and in particular Article 2 (2) thereof,
Having regard to the proposal from the Commission(1),
Having regard to the opinion of the Economic and Social
Committee(2),
Acting in accordance withth e procedure referred to in Article 189c of
the Treaty(3),
Whereas, on the basis of the Protocol on Social Policy annexed to the
Treaty establishing the European Community, the Kingdom ofBelgium, the Kingdom of Denmark, the Federal Republic of Germany,the Hellenic Republic, the Kingdom of Spain, the French Republic,
Ireland, the Italian Republic, the Grand Duchy of Luxembourg, the
Kingdom of the Netherlands and the Portuguese Republic (hereinafterreferred to as ‘the Member States’), desirous of implementing theSocial Charter of 1989, have adopted an Agreement on Social Policy;
Whereas Article 2 (2) of the said Agreement authorizes the Council to
adopt minimum requirements by means of directives;
Whereas, pursuant to Article 1 of the Agreement, one particular objec-
tive of the Community and the Member States is to promote dialogue
between management and labour;
Whereas point 17 of the Community Charter of Fundamental Social
Rights of Workers provides, inter alia, that information, consultation
and participation for workers must be developed along appropriatelines, taking account of the practices in force in different MemberStates; whereas the Charter states that ‘this shall apply especially incompanies or groups of companies having establishments or companies
in two or more Member States’;
Whereas the Council, despite the existence of a broad consensus among
the majority of Member States, was unable to act on the proposal for aCouncil Directive on the establishment of a European Works Councilin Community-scale undertakings or groups of undertakings for thepurposes of informing and consulting employees(
4), as amended on 3
December 1991(5);
Whereas the Commission, pursuant to Article 3 (2) of the Agreement
on Social Policy, has consulted management and labour at Community
level on the possible direction of Community action on the informtionand consultation of workers in Community-scale undertakings andCommunity-scale groups of undertakings;
Whereas the Commission, considering after this consultation that
Community action was advisable, has again consulted managementand labour on the content of the planned proposal, pursuant to Article1994L0045 — EN — 05.02.1998 — 001.001 — 2
(1) OJ No C 135, 18. 5. 1994, p. 8 and
OJ No C 199, 21. 7. 1994, p. 10.
(2) Opinion delivered on 1 June 1994 (not yet published in the Official Journal)
(SIC! OJ No C 295, 22. 10. 1994, p. 64).
(3) Opinion of the European Parliament of 4 May 1994 (OJ No C 205, 25. 7.
1994) and Council common position of 18 July 1994 (OJ No C 244, 31. 8.
1994, p. 37).
(4) OJ No C 39, 15. 2. 1991, p. 10.
(5) OJ No C 336, 31. 12. 1991, p. 11.
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3 (3) of the said Agreement, and management and labour have
presented their opinions to the Commission;
Whereas, following this second phase of consultation, management and
labour have not informed the Commission of their wish to initiate the
process which might lead to the conclusion of an agreement, asprovided for in Article 4 of the Agreement;
Whereas the functioning of the internal market involves a process of
concentrations of undertakings, cross-border mergers, take-overs, jointventures and, consequently, a transnationalization of undertakings and
groups of undertakings; whereas, if economic activities are to develop
in a harmonious fashion, undertakings and groups of undertakings oper-ating in two or more Member States must inform and consult therepresentatives of those of their employees that are affected by theirdecisions;
Whereas procedures for informing and consulting employees as embo-
died in legislation or practice in the Member States are often not
geared to the transnational structure of the entity which takes the deci-sions affecting those employees; whereas this may lead to the unequaltreatment of employees affected by decisions within one and the sameundertaking or group of undertakings;
Whereas appropriate provisions must be adopted to ensure that the
employees of Community-scale undertakings are properly informedand consulted when decisions which affect them are taken in a MemberState other than that in which they are employed;
Whereas, in order to guarantee that the employees of undertakings or
groups of undertakings operating in two or more Member States are
properly informed and consulted, it is necessary to set up European
Works Councils or to create other suitable procedures for the transna-tional information and consultation of employees;
Whereas it is accordingly necessary to have a definition of the concept
of controlling undertaking relating solely to this Directive and notprejudging definitions of the concepts of group or control which might
be adopted in texts to be drafted in the future;
Whereas the mechanisms for informing and consulting employees in
such undertakings or groups must encompass all of the establishmentsor, as the case may be, the group's undertakings located within theMember States, regardless of whether the undertaking or the group'scontrolling undertaking has its central management inside or outside
the territory of the Member States;
Whereas, in accordance with the principle of autonomy of the parties,
it is for the representatives of employees and the management of theundertaking or the group's controlling undertaking to determine byagreement the nature, composition, the function, mode of operation,procedures and financial resources of European Works Councils or
other information and consultation procedures so as to suit their own
particular circumstances;
Whereas, in accordance with the principle of subsidiarity, it is for the
Member States to determine who the employees' representatives areand in particular to provide, if they consider appropriate, for a balancedrepresentation of different categories of employees;
Whereas, however, provision should be made for certain subsidiary
requirements to apply should the parties so decide or in the event ofthe central management refusing to initiate negotiations or in theabsence of agreement subsequent to suchnegotiations;
Whereas, moreover, employees' representatives may decide not to seek
the setting-up of a European Works Council or the parties concerned
may decide on other procedures for the transnational information and
consultation of employees;
Whereas, without prejudice to the possibility of the parties deciding
otherwise, the European Works Council set up in the absence of agree-ment between the parties must, in order to fulfil the objective of thisDirective, be kept informed and consulted on the activities of the1994L0045 — EN — 05.02.1998 — 001.001 — 3
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undertaking or group of undertakings so that it may assess the possible
impact on employees' interests in at least two different Member States;whereas, to that end, the undertaking or controlling undertaking must
be required to communicate to the employees' appointed representa-
tives general information concerning the interests of employees andinformation relating more specifically to those aspects of the activitiesof the undertaking or group of undertakings which affect employees'interests; whereas the European Works Council must be able to deliver
an opinion at the end of that meeting;
Whereas certain decisions having a significant effect on the interests of
employees must be the subject of information and consultation of theemployees' appointed representatives as soon as possible;
Whereas provision should be made for the employees' representatives
acting within the framework of the Directive to enjoy, when exercisingtheir functions, the same protection and guarantees similar to thoseprovided to employees' representatives by the legislation and/or prac-
tice of the country of employment; whereas they must not be subject
to any discrimination as a result of the lawful exercise of their activ-ities and must enjoy adequate protection as regards dismissal andother sanctions;
Whereas the information and consultation provisions laid down in this
Directive must be implemented in the case of an undertaking or agroup's controlling undertaking which has its central management
outside the territory of the Member States by its representative agent,
to be designated if necessary, in one of the Member States or, in theabsence of such an agent, by the establishment or controlled under-taking employing the greatest number of employees in the MemberStates;
Whereas special treatment should be accorded to Community-scale
undertakings and groups of undertakings in which there exists, at the
time when this Directive is brought into effect, an agreement, covering
the entire workforce, providing for the transnational information andconsultation of employees;
Whereas the Member States must take appropriate measures in the
event of failure to comply with the obligations laid down in this Direc-tive,
HAS ADOPTED THIS DIRECTIVE:
SECTION I
GENERAL
Article 1
Objective
1. The purpose of this Directive is to improve the right to informa-
tion and to consultation of employees in Community-scale undertakingsand Community-scale groups of undertakings.
2. To that end, a European Works Council or a procedure for
informing and consulting employees shall be established in every
Community-scale undertaking and every Community-scale group ofundertakings, where requested in the manner laid down in Article 5(1), withth e purpose of informing and consulting employees underthe terms, in the manner and with the effects laid down in this Direc-tive.
3. Notwithstanding paragraph 2, where a Community-scale group of
undertakings within the meaning of Article 2 (1) (c) comprises one or
more undertakings or groups of undertakings which are Community-scale undertakings or Community-scale groups of undertakings withinthe meaning of Article 2 (1) (a) or (c), a European Works Council shallbe established at the level of the group unless the agreements referredto in Article 6 provide otherwise.1994L0045 — EN — 05.02.1998 — 001.001 — 4
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4. Unless a wider scope is provided for in the agreements referred to
in Article 6, the powers and competence of European Works Councilsand the scope of information and consulation procedures established to
achieve the purpose specified in paragraph 1 shall, in the case of a
Community-scale undertaking, cover all the establishments locatedwithin the Member States and, in the case of a Community-scale groupof undertakings, all group undertakings located within the MemberStates.
5. Member States may provide that this Directive shall not apply to
merchant navy crews.
Article 2
Definitions
1. For the purposes of this Directive:
(a) ‘Community-scale undertaking’ means any undertaking withat
least 1 000 employees within the Member States and at least 150employees in eachof at least two Member States;
(b) ‘group of undertakings’ means a controlling undertaking and its
controlled undertakings;
(c) ‘Community-scale group of undertakings’ means a group of under-
takings with the following characteristics:
— at least 1 000 employees within the Member States,
— at least two group undertakings in different Member States, and
— at least one group undertaking withat least 150 employees in
one Member State and at least one other group undertakingwithat least 150 employees in anoth er Member State;
(d) ‘employees' representatives’ means the employees' representatives
provided for by national law and/or practice;
(e) ‘central management’ means the central management of the
Community-scale undertaking or, in the case of a Community-scale
group of undertakings, of the controlling undertaking;
(f) ‘consultation’ means the exchange of views and establishment of
dialogue between employees' representatives and central manage-
ment or any more appropriate level of management;
(g) ‘European Works Council’ means the council established in accor-
dance with Article 1 (2) or the provisions of the Annex, with thepurpose of informing and consulting employees;
(h) ‘special negotiating body’ means the body established in accor-
dance withArticle 5 (2) to negotiate withth e central managementregarding the establishment of a European Works Council or a
procedure for informing and consulting employees in accordance
withArticle 1 (2).
2. For the purposes of this Directive, the prescribed thresholds for
the size of the workforce shall be based on the average number of
employees, including part-time employees, employed during the
previous two years calculated according to national legislation and/orpractice.
Article 3
Definitionof‘controllingundertaking’
1. For the purposes of this Directive, ‘controlling undertaking’
means an undertaking which can exercise a dominant influence over
another undertaking (‘the controlled undertaking’) by virtue, for
example, of ownership, financial participation or the rules whichgovern it.
2. The ability to exercise a dominant influence shall be presumed,
without prejudice to proof to the contrary, when, in relation to anotherundertaking directly or indirectly:
(a) holds a majority of that undertaking's subscribed capital; or1994L0045 — EN — 05.02.1998 — 001.001 — 5
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(b) controls a majority of the votes attached to that undertaking's
issued share capital; or
(c) can appoint more than half of the members of that undertaking's
administrative, management or supervisory body.
3. For the purposes of paragraph 2, a controlling undertaking's rights
as regards voting and appointment shall include the rights of any othercontrolled undertaking and those of any person or body acting in his orits own name but on behalf of the controlling undertaking or of anyother controlled undertaking.
4. Notwithstanding paragraphs 1 and 2, an undertaking shall not be
deemed to be a ‘controlling undertaking’ withrespect to anoth er under-taking in which it has holdings where the former undertaking is acompany referred to in Article 3 (5) (a) or (c) of Council Regulation(EEC) No 4064/89 of 21 December 1989 on the control of concentra-tions between undertakings(
1).
5. A dominant influence shall not be presumed to be exercised
solely by virtue of the fact that an office holder is exercising his func-tions, according to the law of a Member State relating to liquidation,winding up, insolvency, cessation of payments, compositions or analo-gous proceedings.
6. The law applicable in order to determine whether an undertaking
is a ‘controlling undertaking’ shall be the law of the Member Statewhich governs that undertaking.
Where the law governing that undertaking is not that of a Member
State, the law applicable shall be the law of the Member State within
whose territory the representative of the undertaking or, in the absenceof such a representative, the central management of the group under-taking which employs the greatest number of employees is situated.
7. Where, in the case of a conflict of laws in the application of para-
graph2, two or more undertakings from a group satisfy one or more ofthe criteria laid down in that paragraph, the undertaking which satisfiesthe criterion laid down in point (c) thereof shall be regarded as thecontrolling undertaking, without prejudice to proof that another under-taking is able to exercise a dominant influence.
SECTION II
ESTABLISHMENT OF A EUROPEAN WORKS COUNCIL ORAN EMPLOYEE INFORMATION ANDCONSULTATION
PROCEDURE
Article 4
Responsibility for the establishment of a European Works Council
oranemployee informationandconsultationprocedure
1. The central management shall be responsible for creating the
conditions and means necessary for the setting up of a European WorksCouncil or an information and consultation procedure, as provided forin Article 1 (2), in a Community-scale undertaking and a Communuty-scale group of undertakings.
2. Where the central management is not situated in a Member State,
the central management's representative agent in a Member State, to bedesignated if necessary, shall take on the responsibility referred to inparagraph1.
In the absence of such a representative, the management of the estab-
lishment or group undertaking employing the greatest number of
employees in any one Member State shall take on the responsiiblityreferred to in paragraph1.
3. For the purposes of this Directive, the representative or represen-
tatives or, in the absence of any such representatives, the management1994L0045 — EN — 05.02.1998 — 001.001 — 6
(1) OJ No L 395, 30. 12. 1989, p. 1.
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referred to in the second subparagraph of paragraph 2, shall be
regarded as the central management.
Article 5
Specialnegotiatingbody
1. In order to achieve the objective in Article 1 (1), the central
management shall initiate negotiations for the establishment of aEuropean Works Council or an information and consultation procedure
on its own initiative or at the written request of at least 100 employees
or their representatives in at least two undertakings or establishments inat least two different Member States.
2. For this purpose, a special negotiating body shall be established
in accordance withth e following guidelines:
(a) The Member States shall determine the method to be used for the
election or appointment of the members of the special negotiating
body who are to be elected or appointed in their territories.
Member States shall provide that employees in undertakings and/or
establishments in which there are no employees' representativesthroguh no fault of their own, have the right to elect or appointmembers of the special negotiating body.
The second subparagraph shall be without prejudice to national
legislation and/or practice laying down thresholds for the establish-
ment of employee representation bodies.
(b) The special negotiating body shall have a minimum of three and a
maximum of ►
M118◄members.
(c) In these elections or appointments, it must be ensured:
— firstly, that each Member State in which the Community-scale
undertaking has one or more establishbments (SIC! establish-ments) or in which the Community-scale group of
undertakings has the controlling undertaking or one or more
controlled undertakings is represented by one member,
— secondly, that there are supplementary members in proportion
to the number of employees working in the establishments, the
controlling undertaking or the controlled undertakings as laid
down by the legislation of the Member State within the territoryof which the central management is situated.
(d) The central management and local management shall be informed
of the composition of the special negotiating body.
3. The special negotiating body shall have the task of determining,
with the central management, by written agreement, the scope, compo-sition, functions, and term of office of the European Works Council(s)or the arrangements for implementing a procedure for the informationand consultation of employees.
4. Witha view to th e conclusion of an agreement in accordance
with Article 6, the central management shall convene a meeting withthe special negotiating body. It shall inform the local managements
accordingly.
For the purpose of the negotiations, the special negotiating body may
be assisted by experts of its choice.
5. The special negotiating body may decide, by at least two-thirds of
the votes, not to open negotiations in accordance with paragraph 4, orto terminate the negotiations already opened.
Such a decision shall stop the procedure to conclude the agreement
referred to in Article 6. Where such a decision has been taken, theprovisions in the Annex shall not apply.
A new request to convene the special negotiating body may be made at
the earliest two years after the abovementioned decision unless theparties concerned lay down a shorter period.1994L0045 — EN — 05.02.1998 — 001.001 — 7
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6. Any expenses relating to the negotiations referred to in para-
graphs 3 and 4 shall be borne by the central management so as toenable the special negotiating body to carry out its task in an appro-
priate manner.
In compliance withth is principle, Member States may lay down
budgetary rules regarding the operation of the special negotiating
body. They may in particular limit the funding to cover one expertonly.
Article 6
Contentoftheagreement
1. The central management and the special negotiating body must
negotiate in a spirit of cooperation witha view to reach ing an agree-
ment on the detailed arrangements for implementing the information
and consultation of employees provided for in Article 1 (1).
2. Without prejudice to the autonomy of the parties, the agreement
referred to in paragraph 1 between the central management and thespecial negotiating body shall determine:
(a) the undertakings of the Community-scale group of undertakings or
the establishments of the Community-scale undertaking which arecovered by the agreement;
(b) the composition of the European Works Council, the number of
members, the allocation of seats and the term of office;
(c) the functions and the procedure for information and consultation of
the European Works Council;
(d) the venue, frequency and duration of meetings of the European
Works Council;
(e) the financial and material resources to be allocated to the European
Works Council;
(f) the duration of the agreement and the procedure for its renegotia-
tion.
3. The central management and the special negotiating body may
decide, in writing, to establishone or more information and consulta-tion procedures instead of a European Works Council.
The agreement must stipulate by what method the employees' represen-
tatives shall have the right to meet to discuss the information conveyedto them.
This information shall relate in particular to transnational questions
which significantly affect workers' interests.
4. The agreements referred to in paragraphs 2 and 3 shall not, unless
provision is made otherwise therein, be subject to the subsidiaryrequirements of the Annex.
5. For the purposes of concluding the agreements referred to in para-
graphs 2 and 3, the special negotiating body shall act by a majority ofits members.
Article 7
Subsidiaryrequirements
1. In order to achieve the objective in Article 1 (1), the subsidiary
requirements laid down by the legislation of the Member State inwhich the central management is situated shall apply:
— where the central management and the special negotiating body so
decide, or
— where the central management refuses to commence negotiations
within six months of the request referred to in Article 5 (1), or
— where, after three years from the date of this request, they are
unable to conclude an agreement as laid down in Article 6 and the1994L0045 — EN — 05.02.1998 — 001.001 — 8
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special negotiating body has not taken the decision provided for in
Article 5 (5).
2. The subsidiary requirements referred to in paragraph 1 as adopted
in the legislation of the Member States must satisfy the provisions set
out in the Annex.
SECTION III
MISCELLANEOUSPROVISIONS
Article 8
Confidentialinformation
1. Member States shall provide that members of special negotiating
bodies or of European Works Councils and any experts who assist
them are not authorized to reveal any information which has expresslybeen provided to them in confidence.
The same shall apply to employees' representatitves in the framework
of an information and consultation procedure.
This obligation shall continue to apply, wherever the persons referred
to in the first and second subparagraphs are, even after the expiry of
their terms of office.
2. Each Member State shall provide, in specific cases and under the
conditions and limits laid down by national legislation, that the centralmanagement situated in its territory is not obliged to transmit informa-tion when its nature is such that, according to objective criteria, it
would seriously harm the functioning of the undertakings concerned
or would be prejudicial to them.
A Member State may make suchdispensation subject to prior adminis-
trative or judicial authorization.
3. EachMember State may lay down particular provisions for th e
central management of undertakings in its territory which pursue
directly and essentially the aim of ideological guidance with respect
to information and the expression of opinions, on condition that, atthe date of adoption of this Directive such particular provisions alreadyexist in the national legislation.
Article 9
Operation of European Works Council and information and
consultationprocedureforworkers
The central management and the European Works Council shall work
in a spirit of cooperation with due regard to their reciprocal rights andobligations.
The same shall apply to cooperation between the central management
and employees' representatives in the framework of an informationand consultation procedure for workers.
Article 10
Protection ofemployees' representatives
Members of special negotiating bodies, members of European Works
Councils and employees' representatives exercising their functionsunder the procedure referred to in Article 6 (3) shall, in the exerciseof their functions, enjoy the same protection and guarantees providedfor employees' representatives by the national legislation and/or prac-
tice in force in their country of employment.
This shall apply in particular to attendance at meetings of special nego-
tiating bodies or European Works Councils or any other meetingswithin the framework of the agreement referred to in Article 6 (3),and the payment of wages for members who are on the staff of theCommunity-scale undertaking or the Community-scale group of under-1994L0045 — EN — 05.02.1998 — 001.001 — 9
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takings for the period of absence necessary for the performance of their
duties.
Article 11
CompliancewiththisDirective
1. Each Member State shall ensure that the management of estab-
lishments of a Community-scale undertaking and the management ofundertakings which form part of a Community-scale group of undertak-ings which are situated within its territory and their employees'
representatives or, as the case may be, employees abide by the obliga-
tions laid down by this Directive, regardless of whether or not thecentral management is situated within its territory.
2. Member States shall ensure that the information on the number of
employees referred to in Article 2 (1) (a) and (c) is made available by
undertakings at the request of the parties concerned by the applicationof this Directive.
3. Member States shall provide for appropriate measures in the
event of failure to comply with this Directive; in particular, they shallensure that adequate administrative or judicial procedures are availableto enable the obligations deriving from this Directive to be enforced.
4. Where Member States apply Article 8, they shall make provision
for administrative or judicial appeal procedures which the employees'representatives may initiate when the central management requiresconfidentiality or does not give information in accordance withth atArticle.
Suchprocedures may include procedures designed to protect th e confi-
dentiality of the information in question.
Article 12
LinkbetweenthisDirective andotherprovisions
1. This Directive shall apply without prejudice to measures taken
pursuant to Council Directive 75/129/EEC of 17 February 1975 on theapproximation of the laws of the Member States relating to collectiveredundancies(
1), and to Council Directive 77/187/EEC of 14 February
1977 on the approximation of the laws of the Member States relating tothe safeguarding of employees' rights in the event of transfers of under-
takings, businesses or parts of businesses(
2).
2. This Directive shall be without prejudice to employees' existing
rights to information and consultation under national law.
Article 13
Agreementsinforce
1. Without prejudice to paragraph 2, the obligations arising from
this Directive shall not apply to Community-scale undertakings orCommunity-scale groups of undertakings in which, on the date laiddown in Article 14 (1) for the implementation of this Directive or the
date of its transposition in the Member State in question, where this is
earlier than the abovementioned date, there is already an agreement,covering the entire workforce, providing for the transnational informa-tion and consultation of employees.
2. When the agreements referred to in paragraph 1 expire, the
parties to those agreements may decide jointly to renew them.
Where this is not the case, the provisions of this Directive shall apply.1994L0045 — EN — 05.02.1998 — 001.001 — 10
(1) OJ No L 48, 22. 2. 1975, p. 29. Regulation as last amended by Directive 92/
56/EEC (OJ No L 245, 26. 8. 1992, p. 3).
(2) OJ No L 61, 5. 3. 1977, p. 26.
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Article 14
Finalprovisions
1. Member States shall bring into force the laws, regulations and
administrative provisions necessary to comply withth is Directive no
later than 22 September 1996 or shall ensure by that date at the latest
that management and labour introduce the required provisions by wayof agreement, the Member States being obliged to take all necessarysteps enabling them at all times to guarantee the results imposed bythis Directive. They shall forthwith inform the Commission thereof.
2. When Member States adopt these measures, they shall contain a
reference to this Directive or shall be accompanied by such reference
on the occasion of their official publication. The methods of making
suchreference sh all be laid down by Member States.
Article 15
ReviewbytheCommission
Not later than 22 September 1999, the Commission shall, in consulta-
tion withth e Member States and withmanagement and labour atEuropean level, review its operation and, in particular examine whetherthe workforce size thresholds are appropriate with a view to proposingsuitable amendments to the Council, where necessary.
Article 16
This Directive is addressed to the Member States.1994L0045 — EN — 05.02.1998 — 001.001 — 11
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ANNEXE
SUBSIDIARYREQUIREMENTS
referred toinArticle7oftheDirective
1. In order to achieve the objective in Article 1 (1) of the Directive and in the
cases provided for in Article 7 (1) of the Directive, the establishment,
composition and competence of a European Works Council shall be governed
by the following rules:
(a) The competence of the European Works Council shall be limited to
information and consultation on the matters which concern the Commu-
nity-scale undertaking or Community-scale group of undertakings as a
whole or at least two of its establishments or group undertakings situated
in different Member States.
In the case of undertakings or groups of undertakings referred to in
Article 4 (2), the competence of the European Works Council shall be
limited to those matters concerning all their establishments or group
undertakings situated within the Member States or concerning at least
two of their establishments or group undertakings situated in different
Member States.
(b) The European Works Council shall be composed of employees of the
Community-scale undertaking or Community-scale group of undertakings
elected or appointed from their number by the employees' representatives
or, in the absence thereof, by the entire body of employees.
The election or appointment of members of the European Works Council
shall be carried out in accordance with national legislation and/or prac-
tice.
(c) The European Works Council shall have a minimum of three members
and a maximum of 30.
Where its size so warrants, it shall elect a select committee from among
its members, comprising at most three members.
It shall adopt its own rules of procedure.
(d) In the election or appointment of members of the European Works
Council, it must be ensured:
— firstly, that each Member State in which the Community-scale under-
taking has one or more establishments or in which the Community-
scale group of undertakings has the controlling undertaking or one
or more controlled undertakings is represented by one member,
— secondly, that there are supplementary members in proportion to the
number of employees working in the establishments, the controllingundertaking or the controlled undertakings as laid down by the legis-
lation of the Member State within the territory of which the central
management is situated.
(e) The central management and any other more appropriate level of
management shall be informed of the composition of the European
Works Council.
(f) Four years after the European Works Council is established it shall
examine whether to open negotiations for the conclusion of the agree-
ment referred to in Article 6 of the Directive or to continue to apply the
subsidiary requirements adopted in accordance withth is Annex.
Articles 6 and 7 of the Directive shall apply, mutatis mutandis, if a deci-
sion has been taken to negotiate an agreement according to Article 6 of
the Directive, in which case ‘special negotiating body’ shall be replaced
by ‘European Works Council’.
2. The European Works Council shall have the right to meet with the central
management once a year, to be informed and consulted, on the basis of a
report drawn up by the central management, on the progress of the business
of the Community-scale undertaking or Community-scale group of undertak-
ings and its prospects. The local managements shall be informed accordingly.
The meeting shall relate in particular to the structure, economic and financial
situation, the probable development of the business and of production and
sales, the situation and probable trend of employment, investments, and
substantial changes concerning organization, introduction of new working
methods or production processes, transfers of production, mergers, cut-backs
or closures of undertakings, establishments or important parts thereof, and
collective redundancies.
3. Where there are exceptional circumstances affecting the employees' interests
to a considerable extent, particularly in the event of relocations, the closure1994L0045 — EN — 05.02.1998 — 001.001 — 12
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of establishments or undertakings or collective redundancies, the select
committee or, where no such committee exists, the European Works Council
shall have the right to be informed. It shall have the right to meet, at its
request, the central management, or any other more appropriate level of
management within the Community-scale undertaking or group of undertak-
ings having its own powers of decision, so as to be informed and consulted
on measures significantly affecting employees' interests.
Those members of the European Works Council who have been elected or
appointed by the establishments and/or undertakings which are directly
concerned by the measures in question shall also have the right to participate
in the meeting organized with the select committee.
This information and consultation meeting shall take place as soon as
possible on the basis of a report drawn up by the central management or
any other appropriate level of management of the Communityscale (SIC!
Community-scale) undertaking or group of undertakings, on which an
opinion may be delivered at the end of the meeting or within a reasonable
time.
This meeting shall not affect the prerogatives of the central management.
4. The Member States may lay down rules on the chairing of information and
consultation meetings.
Before any meeting with the central management, the European Works
Council or the select committee, where necessary enlarged in accordance
with the second paragraph of point 3, shall be entitled to meet without the
management concerned being present.
5. Without prejudice to Article 8 of the Directive, the members of the European
Works Council shall inform the representatives of the employees of the
establishments or of the undertakings of a Communityscale (SIC! Commu-
nity-scale) group of undertakings or, in the absence of representatives, the
workforce as a whole, of the content and outcome of the information and
consultation procedure carried out in accordance withth is Annex.
6. The European Works Council or the select committee may be assisted by
experts of its choice, in so far as this is necessary for it to carry out its tasks.
7. The operating expenses of the European Works Council shall be borne by the
central management.
The central management concerned shall provide the members of the
European Works Council withsuchfinancial and material resources as
enable them to perform their duties in an appropriate manner.
In particular, the cost of organizing meetings and arranging for interpretation
facilities and the accomodation and travelling expenses of members of the
European Works Council and its select committee shall be met by the central
management unless otherwise agreed.
In compliance with these principles, the Member States may lay down
budgetary rules regarding the operation of the European Works Council.
They may in particular limit funding to cover one expert only.1994L0045 — EN — 05.02.1998 — 001.001 — 13