COMMISSION OF THE EUROPEAN COMMUNITIES 
COM(91)345 final 
Brussels, 16 September 1991 
Amended proposal for a 
COUNCIL DIRECTIVE 
on the establishment of a European Works Council 
in Community-soale undertakings or 
groups of undertakings 
for the purposes of 
informing and consulting employees 
(presented by the Commission pursuant to Article 149(3) 
of the EEC-Treaty) 
EXPLANATORY MEMORANDUM 
Parliament and the Economic and Social Committee have delivered 
opinions on the proposal for a Council Directive on the establishment 
of a European Works Council In Community-scale undertakings and groups 
of undertakings for the purposes of informing and consulting employees. 
The amended proposal which the Commission is submitting pursuant to 
Article 149 of the EEC Treaty, takes account of Parliament's 
amendments approved on 10 July 1991 and the Economic and Social 
Committee's opinion adopted on 21 March 1991. A number of technical 
improvements have been incorporated for the sake of legal certainty and 
consistency. 
Article 2 
Point (a) has been amended in order to link the secondary workforce 
threshold (100 employees) with the Member State rather than with the 
establishment. This amendment is In line with the wishes expressed by 
Parliament and the Economic and Social Committee. It was also 
recommended in a report on company size and structure carried out at 
the Commission's request, on the ground that a number of undertakings 
in the service sector would have otherwise been excluded. A bank, for 
Instance, or a retail "chain" store or a distribution "company" might 
employ thousands of people in each of a number of Member States without 
any of its workplaces reaching the threshold of 100 employees. 
- 2 -
Point (d) has been amended at the request of Parliament and the 
Economic and Social Committee. In order to make it possible for 
employees' representatives In companies' administrative, managing or 
supervisory bodies to be members of the EWC where the relevant 
legislation of a Member State so allows, the phrase "with the exception 
of members of administrative, managing or supervisory bodies of 
companies who sit in such bodies as employees' representatives" has 
been deleted. The new text mirrors the definition of "workers' 
representatives" in Article 1(1)(b) of Council Directive 75/129/EEC on 
collective dismissals^1). 
Point (e), inserted to reflect the opinions of the Parliament and the 
Economic and Social Committee, is designed to overcome the problem of 
short-term fluctuations In the number of employees by specifying that 
the workforce size thresholds laid down by the Directive should be 
based on the number of persons normally employed during a period of 
two years prior to the relevant moment. It goes without saying that 
where an undertaking has been In operation or under control for a 
period shorter than two years, the relevant period shall extend to the 
date on which the operations, or, as the case may be, the control, 
began. 
Article 3 
Paragraph 3. It would be contrary to the Directive's aims and 
objectives to Impose the setting up of European Works Councils upon 
investment companies or financial holding companies which do not 
involve themselves, directly or indirectly, in the management of the 
undertaking in which they have holdings. Within the meaning of Article 
3 (5) (a) of Council Regulation (EEC) of 21 December 1989 on the 
concentrations between undertakings,<2), an Investment company carries 
out transactions and dealings In securities for its own account or for 
the account of others, holds on a temporary basis securities which it 
has acquired in an undertaking with a view to re-selling them and does 
not exercise voting rights with a view to determining the behaviour of 
the undertaking concerned. Provided that this Is the case, it should 
(1) 0J No L 48/29 of 22.02.1975 
(2) 0.J n* L 395/1 of 30.12.1989 
- 3 -
not be considered tb be a controlling undertaking with respect to the 
company in which It has holdings. The same holds true with respect to 
financial holding companies within the meaning of Article 3(5)(c) of 
the aforementioned Regulation which requires that the voting rights In 
respect of the holdings are exercised only to maintain the full value 
of Investments and not to determine directly or Indirectly the conduct 
of those undertaking. The new paragraph inserted into Article 3 takes 
account of this particular situation. 
Article 4 
The amendment to paragraph 1 follows that made to Article 2(a) and ties 
in with paragraph 1, point(a) of the Annex and by ninth recital of the 
proposal. It has been Introduced in response to Parliament's wishes. 
The new text lays down that the powers and competence of the EWC shall 
cover all establishments and group undertakings located In the 
Community, irrespective of their workforce, provided that they belong 
to a Community-scale undertaking or group of undertakings. 
Paragraph 2 clarifies the original text. In accordance with the 
proposed amendments, the central management of the undertaking or 
controlling undertaking is responsible for the fulfilling of any 
obligation concerning the setting up of the EWC Imposed upon the 
Community-scale undertaking or group of undertakings in accordance with 
the DirectIve. 
Article 5 
In paragraph 1 the words "elected by" have been introduced in response 
to Parliament's amendment to paragraph 5. The term "nature" has been 
replaced by "scope" which reflects more accurately the intended 
meaning. In effect, the EWC agreement may empower the EWC set up a 
numbe*- of EWCs In response to the complexity of the group structure or 
the diversity of sectors and activities concerned. The amendment 
proposed attempts to overcome the ambiguity of the term "nature". For 
consistency, identical amendments have been introduced in 
Article 6(1)(a). 
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In paragraph 2 the terms "or group of undertakings" have been 
incorporated at Parliament's request. 
The maximum membership of the special negotiating body is in line with 
the limitation to membership of the EWC prescribed by paragraph Kb) of 
Annex. The composition of the special negotiating body will take into 
account, as far as possible, the different categories of the employees 
concerned in line with the wishes expressed by Parliament and the 
Economic and Social Committee with respect to the composition of the 
EWC. 
Paragraph 3. As requested by Parliament priority has been given to the 
employees' representatives over employees as regards requests from the 
central management to convene the special negotiating body. 
In paragraph 5 the words "appointed or" have been deleted to take into 
account Parliament's wishes. 
Article 6 
The amendment to paragraph 1 point(a) was determined by that to Article 
5(1) and 5(5), the latter at Parliament's request. 
Article 7 
The new phrase "must negotiate in good faith to reach the agreement 
mentioned in Article 6" was Included in respond to an amendment made by 
Parliament and reinforces the aspects of the proposal based on 
agreement. 
- 5 -
Article 8 
Paragraph 1 incorporates an amendment adopted by Parliament with a 
view to discouraging any management abuse of the directive's secrecy 
clause. Accordingly, the new text expressly requires any withholding of 
Information to be on the basis of objective criteria. 
Paragraph 2 clarifies, for the purpose of consistency the original 
wording making an explicit reference to members of the special 
negotiating body and experts. 
Article 11 
The wording of paragraph 2 has been amended slightly for reasons of 
accuracy and clarity. 
Article 13 
This Article was added to take into account Parliaments wishes. It 
provides for a review of the operation of the Directive, notably of the 
workforce thresholds applicable five years after the date referred to 
in Article 12(1). 
- 6 -
ANNEX 
paragraph 1 
Point (b) has been amended In the light of the views of the Parliament 
and Economic and Social Committee and in accordance with the 
abovementloned amendments to Article 5(4) and 6 1(a). The reference to 
"appointment" has been deleted at Parliament's request. As regards the 
composition of EWC, the Introduction of an upper limit of 30 members 
was recommended by the Economic and Social Committee. The provision 
stating that In the overall composition ofthe EWC account should be 
taken of the various employment categories with the opinion of both the 
Parliament and the Economic and Social Committee. 
Point (d). Pursuant to the opinions of Parliament and the Economic 
and Social Committee, a non-exhaustive list of management proposals 
likely to have major consequences for the Interests of employees has 
been incorporated. Express reference Is made, inter alia, to 
relocation, mergers, reduction In size or closure of undertakings and 
Introduction of new technologies. 
In accordance with the opinion of the Economic and Social Committee , 
account has been taken of the diversity and complexity of groups' 
structures by involving In the consultation process any level of 
management within the group which contemplates a decision having a 
transnational dimension and liable to have major consequences for the 
employees. 
Point (e) reflects the opinions of Parliament and the Economic and 
Social Committee. It expressly provides that the EWC is entitled to 
meet alone, prior to meetings with the relevant management. 
Amended proposal for a Council Directive 
on the establishment of a European Works Council 
in Community-scale undertakings or 
groups of undertakings 
for the purposes of 
informing and consulting employees CD 
ORIGINAL PROPOSAL 
Proposal for a Council Directive on the 
establishment of a European Works Council in 
Community-scale undertakings or groups of AMENDED PROPOSAL 
undertakings 
consulting employees. Amended proposal for a Council Directive on the 
establishment of a European Works Council In 
Community-scale undertakings or groups of le undertakings or groups of Community-scale undertakings or groups of 
for the purposes of Informing and undertakings for the purposes of Informing and 
iloyees. consulting employees. 
The Council of the European Communities, 
Having regard to the Treaty establishing the 
European Economic Community, and in particular 
Article 100 thereof, 
Having regard to the proposal from the Commission, 
Having regard to the Opinion of the European 
Pari lament, The Council of the European Communities, 
Unchanged 
Unchanged 
Unchanged 
Having regard to the Opinion of the Economic and Unchanged 
Social Committee, 
Whereas point 17 of the Community Charter of 
Fundamental Social Rights of Workers provides, 
inter alia, that Information and consultation for 
workers, roust be developed along appropriate 
lines, taking account of the practices In force In 
the various Member States-, whereas the Charter 
states that "this shall apply especially In 
companies or groups of companies having 
establishments or companies In two or more Member 
States"; 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 
appropriate lines, taking account of the practices 
In force In the various Member States; whereas the 
Charter states that "this shall apply especially 
in companies or groups of companies having 
establishments or companies in two or more Member 
States"; 
Whereas It Is Important to develop diaioguo 
between management and employee representation at 
Community-1 eve I; 
(1) O.J. C-39/91 pg 90 of 15.02.1991 
? 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Whereas the completion of the Internal market is 
bound to generate a process of concentrations of 
undertakings, cross-border mergers, take overs, 
joint ventures and consequently, a 
transnatlonaiization of undertakings and groups of 
undertakings; whereas, If economic activities are 
to develop In a harmonious fashion, this situation 
requires that undertakings and groups of 
undertakings operating In more than one Member 
State must Inform and consult the representatives 
of their employees affected by their decisions; Unchanged 
Whereas procedures for informing and consulting 
employees as embodied in legislation or practice 
in Member States are often inconsistent with the 
transnational structure of the entity which takes 
the decision affecting those employees; whereas 
this may lead to unequal treatment of employees 
affected by the decisions of one and the same 
undertaking, or group of undertakings; Unchanged 
Whereas Council Directive 75/129/EEC of 17 
February 1975 on the approximation of the laws of 
the Member States relating to collective 
redundancies*2) and Council Directive 77/187/EEC 
of 14 February 1977 on the safeguarding of 
employees' rights In the event of transfers of 
undertakings, businesses or part of businesses 
incorporate compulsory procedures for Informing 
and consulting the representatives of the 
employees affected by the operations In question; Unchanged 
Whereas these information and consultation 
requirements do not aim to cover all situations 
likely to affect the employees' Interests and, in 
particular, do not extend specifically to 
situations in which the decision-making centre Is 
not situated in the Member State in which the 
employees affected by Its decisions are employed; Unchanged 
Whereas this situation has a direct effect on the 
operation of the Internal market and consequently 
needs to be remedied; Unchanged 
Whereas appropriate provisions must be adopted to 
ensure that the employees of Community-scale 
undertakings or groups of undertakings are 
properly Informed and consulted in cases where 
decisions likely to affect them are taken outside 
the Member State in which they are employed; Unchanged 
(2) OJ L 48, 22.2.1975. 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
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, a European Works 
Council must, In principle, be set up; Unchanged 
Whereas European Works Councils in such 
undertakings or groups must encompass all 
establishments or, as the case may be, group 
undertakings located in the Community, 
irrespective of whether the undertaking or, In the 
case of a group, the controlling undertaking, has 
Its central management outside the Community; 
Whereas, in accordance with the principle of 
autonomy of the parties, It is for the 
representatives of employees and the management of 
the undertaking or the controlling undertaking in 
a group to determine by agreement the nature, 
composition, competence, mode of operation, 
procedures and financial resources of the European 
Works Council so as to suit their own particular 
circumstances; 
Whereas, however, in the absence of such an 
agreement, certain minimum requirements in respect 
of the composition, functions and powers, 
procedures and financial resources of the European 
Works Council should apply-, 
Whereas, moreover, the employees' representatives 
may unanimously agree not to seek the setting up 
of a European Works Council and, In these 
circumstances, the parties may decide upon an 
alternative procedure for Informing and consulting 
employees on condition that such an alternative 
procedure meets certain basic conditions; Unchanged 
Unchanged 
Unchanged 
Whereas, moreover, the employees' representatives 
may unanimously agree not to seek the setting up 
of a European Works Council; whereas the parties 
may decide upon an alternative procedure for the 
Information and consultation of employees on 
condition that such an alternative procedure meets 
certain basic conditions-, 
Whereas the European Works Council must be kept 
informed as to the activities and prospects of 
the undertaking or group of undertakings so that 
it may assess the possible Impact on the workers' 
interests-, whereas, to this end, the undertaking 
or the controlling undertaking should be required 
to communicate to the European Works Council, on 
the occasion of an annual meeting, general 
information directed towards the interests of the 
employees and information relating more 
specifically to those aspects of the undertaking's 
or group of undertakings' activities and prospects 
which are liable to affect the employees' 
interests; Unchanged 
4 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Whereas, before the implementation of any decision 
significantly affecting the employees' Interests, 
the European Works Council should also be informed 
In good time and invited to give its opinion; Unchanged 
Whereas the Information and consultation Unchanged 
requirements laid down by this Directive should be 
Implemented In the case of an undertaking or, in a 
group, a controlling undertaking, having its 
central management In a non-member country, by its 
representative agent In the Community or, in the 
absence of such an agent, by the establishment or 
controlled undertaking employing the highest 
number of employees In the Community-, 
Whereas appropriate remedies must be provided by Unchanged 
Member States In the event of failure to comply 
with this Directive; 
HAS ADOPTED THIS DIRECTIVE : Unchanged 
Section I 
General 
Article 1 Section I 
Genera I 
Article 1 
1. The object of this Directive is to Improve the 
Information to and consultation of employees In 
Community-scale undertakings and groups of 
undertakings. 
2. To this end, a European Works Council 
(hereinafter "EWC") shall be established In 
every Community-scale undertaking and group of 
undertakings, where this is requested In the 
manner provided for by Article 5.3, with the 
purpose of Informing and consulting their 
employees upon the terms, in the manner and 
with the effects laid down by this Directive. 1. Unchanged 
2. Unchanged 
/7* 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 2 
For the purposes of this Directive : 
(a) A "Community-scale undertaking" means an 
undertaking with at least 1,000 employees 
within the Community and with at least two 
establishments in different Member States 
each employing at least 100 employees; 
(b) A "Community-scale group of undertakings" 
means a group of undertakings with at least 
1,000 employees within the Community and 
with at least two group undertakings In 
different Member States each of which 
employs at least 100 employees within the 
Community; 
(c) A "group of undertakings" comprises a 
controlling undertaking and its controlled 
undertakings. 
(d) "Representatives of the employees" means the 
employees' representatives provided for by 
the laws or practice of the Member States, 
with the exception of members of 
administrative, managing of supervisory 
bodies of companies who sit on such bodies 
as employees' representatives. Article 2 
For the purposes of this Directive 
(a) A "Community-scale undertaking" means an 
undertaking with at least 1,000 employees 
within the Community including 100 
employees In at least each of two Member 
States; 
(b) Unchanged 
(c) Unchanged 
(d) "Representatives of the employees" means 
the employees' representatives provided for 
by the laws or practice of the Member 
States. 
(e) The prescribed workforce size thresholds 
shall be based on the number of employees 
normally employed during the previous two 
years. 
Article 3 Article 3 
For the purpose of this 
"controlling undertaking" Is 
which : Directive, a 
an undertaking 1. Unchanged 
(a) has a majority of 
members' voting 
undertaking (control the shareholders' or 
rights of another 
led undertaking); 
or 
(b) has the right to appoint or remove a 
majority of the members of the 
administrative, management or supervisory 
board of another undertaking, and Is at the 
same time a shareholder in, or member of, 
that undertaking (controlled undertaking); 
or 
4* 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
(c) has the right to exercise a dominant 
influence over an undertaking of which it 
is a shareholder or member, pursuant to a 
contract entered Into with that undertaking 
or to a provision In its memorandum and 
articles of association, where the law 
governing that undertaking (controlled 
undertaking) permits Its being subject to 
such contracts or provisions; (Unchanged) 
or 
(d) is a shareholder In or member of an 
undertaking, and : 
(I) has had the power to appoint, solely as 
a result of the exercise of its voting 
rights, a majority of the members of the 
administrative, management or 
supervisory bodies of that undertaking 
(controlled undertaking) who have held 
office during the financial year and 
during the preceding financial year; or 
(II) alone controls, pursuant to an 
agreement with other shareholders In or 
members of that undertaking (controlled 
undertaking), a majority of 
shareholders' or members' voting rights 
In that undertaking. 
For the purposes of paragraph 1(a). (b) and 
(d), the controlling undertaking's rights as 
regards voting, appointment and removal shall 
Include the rights of any other controlled 
undertaking and those of any person or body 
acting in his or its own name but on behalf of 
the controlling undertaking or of any other 
controlled undertaking. 2. Unchanged 41 
3. Notwithstanding paragraph 1 above. an 
undertaking shall not be deemed to be a 
"controlling undertaking" with respect to 
another undertaking In which It has holdings 
where the former undertaking Is a company 
within the scope of Article 3(5)(b) or 
Article 3(5)(c k of CouncI Regulation 
(EEC) 4064/891 
<3) O.J. No. L 395/4 of 30.12.1989 
1Ï 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 4 
1. EWCs sha11 encompass : 
(a) in the case of Community-scale 
undertakings, all the establishments 
located within the Community each of which 
employs at least 100 employees; 
(b) in the case of the Community-scale group of 
undertakings, all the group undertakings 
located within the Community each of which 
employs at least 100 employees. 
2. The setting up of the EWC shall be the 
responsibility of the central management of the 
Community-scale undertaking or, in the case of 
a Community-scale group of undertakings, of 
the central management of the controlling 
undertaking. Article 4 
The powers and competence of the EWCs resulting 
from the EWC agreement referred to In Article 6 
or In the absence thereof, from the minimum 
requirements laid down in accordance with the 
Annex, shall cover. In the case of a Community-
scale undertaking, all the establishments 
located within the Community and, in the case 
of a Community-scale group of undertakings, all 
group undertakings located within the 
Community. 
2. Any obligation concerning the setting up of the 
EWC Imposed upon the Community-scale 
undertaking or group of undertakings In 
accordance with this Directive sha11 be the 
responsibility of the central management of the 
Community-scale undertaking or, in the case of 
a Community-scale group of undertakings, of 
the central management of the controlling 
undertaking. 
3. Where a Community-scale undertaking or, In the 
case of a Community-scale group of 
undertakings, the controlling undertaking, has 
Its central management outside the Community, 
the responsibility referred to In paragraph 2 
shall lie with its representative agent In the 
Community to be designated, if necessary, or, 
in the absence of such an agent, by the 
management of the establishment, or the central 
management of the group undertaking employing 
the highest number of employees in a Member 
State. 3. Unchanged 
4. The law applicable in order to determine 
whether an undertaking is a "controlling 
undertaking" shall be the law of the Member 
State which governs that undertaking. Where the 
law governing the undertaking is not that of a 
Member State, the applicable law shall be the 
law of the Member State in which the 
representative agent of the undertaking or, in 
the absence of such an agent, the central 
management of the group undertaking which 
employs the highest number of employees in the 
Community Is situated. 4. Unchanged 
/)% 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Section II 
The EWC Agreement 
Article 5 
1. The nature, composition, competence and mode of 
operation of the EWC shall be determined by 
means of a written agreement concluded between 
the central management of the Community-scale 
undertaking, or, In the case of a Community-
scale group, the controlling undertaking, and a 
special negotiating body drawn from the 
representatives of the employees of the 
undertaking or group. Where there are no 
employee representatives within the meaning of 
Article 2(d), the employees concerned shall be 
entitled to elect from among their number 
representatives for the purpose of this 
Article. 
2. The special negotiating body shall include at 
least one employee representative from each 
Member State in which the Community-scale 
undertaking employs at least 100 employees or, 
In the case of a Community-scale group of 
undertakings, from each group undertaking 
employing at least 100 employees within the 
Community. Member States shall make provision 
for the special negotiating body to Include 
additional representatives, up to a maximum of 
five, to be drawn from Member States or, as the 
case may be, group undertakings in which 
significantly more than 100 employees are 
employed. The additional representatives shall 
be allocated In accordance with systems which 
take into account the number of staff they 
represent. Section II 
The EWC Agreement 
Article 5 
1. The scope, composition, competence and mode of 
operation of the EWC shall be determined by 
means of a written agreement concluded between 
the central management of the Community-scale 
undertaking, or, In the case of a Community-
scale group, the controlling undertaking, and a 
special negotiating body drawn from and elected 
by_ representatives of employees of the 
undertaking or group. Where there are no 
employee representatives within the meaning of 
Article 2(d), the employees concerned shall be 
entitled to elect from among their number 
representatives for the purposes of this 
Article. 
2. The special negotiating body shall in any case 
include one employee representative from each 
Member State in which the Community-scale 
undertaking or group of undertakings has at 
least 100 employees and, in the case of a 
Community-scale group of undertakings, from 
each group undertaking employing 100 employees 
within the Community, up to a maximum equal to 
the number of Member States of the European 
Community. Member States shallmake provision 
for the special negotiating body to include 
additional representatives, up to a maximum of 
five, to be drawn from the Member States or, as 
the case may be, groups undertakings in which 
significantly more than 100 employees are 
employed. The additional representatives shall 
be allocated in accordance with systems which 
take into account the number of staff they 
represent and the categories to which they 
belong. 
/It? 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
3. At the written request of any employees or of 
their representatives, or on the initiative of 
the central management of a Community-scale 
undertaking or, In the case of a Community-
scale group, of a controlling undertaking, a 
meeting of the special negotiating body shall 
be convened by the said central management. The 
composition of this body shall be determined In 
accordance with paragraph 2. At the end of the 
aforesaid meeting, the special negotiating body 
shall inform the central management In writing 
of its request for the opening of negotiations 
with a view to concluding the agreement 
referred to In Article 6(1). For the purpose of 
such negotiations, it may be assisted by 
experts of Its choice. However, the special 
negotiating body may decide unanimously not to 
request the setting up of a EWC. 3. At the written request of any employees where 
there are no employees' representatives within 
the meaning of Article 2(d). or of their 
representatives, where these exist within the 
meaning of Article 2(d). or on the Initiative 
of the central management of a Community-scale 
undertaking or, In the case of a group, of a 
controlling undertaking, a meeting of the 
special negotiating body shall be convened by 
the said central management. At the end of the 
aforesaid meeting, the special negotiating body 
shall inform the central management in writing 
of Its request for the opening of negotiations 
with a view to concluding the agreement 
referred to in Article 6. For the purpose of 
such negotiations, it may be assisted by 
experts of its choice. However, the special 
negotiating body may decide unanimously not to 
request the setting up of a EWC. 
/lb 
ORIGINAL PROPOSAL AMENDED PROPOSAL 10 
Member States shall also make provision for the 
costs of the discussions held under paragraph 1 
and 3 to be met by the undertaking or, In the 
case of a group, by the controlling 
undertaking. 4. Unchanged 
5. Each Member State shall determine the manner in 
which representatives of employees or, in the 
absence thereof, the body of employees, 
employed in its territory by Community-scale 
undertakings or groups of undertakings shall 
appoint or elect members of the special 
negotiating body. 5. Each Member State shall determine the manner in 
which representatives of employees or, in the 
absence thereof, the body of employees, 
employed In its territory by Community-scale 
undertakings or groups of undertakings shall 
elect members of the special negotiating body. 
For the purpose of identifying the 
representatives of employees employed In other 
Member States, each Member State shall refer 
to the appropriate laws which implement 
paragraph 5 above in the other Member States . 6. Unchanged 
Article 6 Article 6 
The agreement between the central management of 
the Community-scale undertaking or, In the case 
of a Community-scale group, the controlling 
undertaking and the special negotiating body 
sha11 determine : 1. Unchanged 
(a) the nature and composition of the EWC, the 
number of members, the allocation of seats 
and the method and duration of appointment 
or election of the members-, (a) the scope and composition of the EWC, the 
number of members, the allocation of seats, 
the election procedures and the term of 
office; 
(b) the functions and powers of the EWC; (b) Unchanged 
(c) the procedure for informing and consulting (c) Unchanged 
the EWC; 
(d) the place, frequency and duration of 
meetings of the EWC; (d) Unchanged 
(e) the financial and material resources to be (e) Unchanged 
allocated to the EWC. 
However, by written agreement between the 
central management of the Community-scale 
undertaking or, in the case of a group, the 
controlling undertaking and the special 
negotiating body entered into at the conclusion 
of the negotiations, it may be decided not to 
set up a EWC but only on condition that the 
minimum requirements in relation to information 
and consultation set out at paragraphs (a), 
(c), (d), (f) and (g) of the Annex, as well as 
in Article 9 of this Directive are respected 
•utatis mutandis. 2. Unchanged 
JL 
ORIGINAL PROPOSAL AMENDED PROPOSAL 11 
Section III 
Absence of Agreement 
Article 7 
1. Where the central management of the Community-
scale undertaking, or the controlling 
undertaking In a Community-scale group of 
undertakings, and the special negotiating body 
so decide, or In so far as they fall to reach 
the agreement mentioned In Article 6 within one 
year of the initial request to convene the 
special negotiating body referred to In Article 
5.3, the minimum requirements laid down by the 
legislation of the Member State in which the 
central management of the undertaking or, In 
the case of a group, the controlling 
undertaking Is situated, shall apply. Section IN 
Absence of Agreement 
Article 7 
The central management of the Community-scale 
undertaking, or the controlling undertaking in 
a group of undertakings, and the special 
negotiating body must negotiate in good faith 
to reach the agreement mentioned In Article 6. 
Where they so decide, or in so far as they fail 
to reach the agreement mentioned in Article 6 
within one year of the Initial request to 
convene the special negotiating body referred 
to in Article 5(3), the minimum requirements 
laid down by the legislation of the Member 
State !n which the central management of the 
undertaking or, in the case of a group, the 
controlling undertaking is situated, shall 
apply. 
The minimum requirements referred to In 
paragraph 1 shall be subject to the rules 
contained in the Annex. 2. Unchanged 
Section IV 
Miscellaneous 
Article 8 
1. Each Member State may provide that the central 
management of the Community-scale undertakings 
or controlling undertakings situated in its 
territory have the right to whithhold 
Information which, if disclosed, would 
substantially damage the Interest of the 
undertakings concerned. Section IV 
Miscellaneous 
Article 8 
Each Member State may provide that the central 
management of the Community-scale undertakings 
or controlling undertakings situated in Its 
territory have the right to whithhold 
Information which, if disclosed, would, In the 
light of objective criteria, substantially 
damage the 
concerned. interest of the undertakings 
2. Member States shall provide that members of the 
EWC or the employees to whom they refer, shall 
not reveal to third parties any Information 
which has been provided to them In confidence. Member States shall provide that members of the 
special negotiating body and of the EWC and the 
experts who assist them shall not reveal any 
information which has expressly been provided 
to them in confidence. This obligation shall 
be maintained even after the end of their 
mandates. 
11 
ORIGINAL PROPOSAL AMENDED PROPOSAL 12 
Article 9 Article 9 
The members of the special negotiating body and 
the members of the EWC shall enjoy In the exercise 
of their functions the same protection and 
guarantees provided for employees' representatives 
by the national legislation or practice In force 
In the country of employment. In any event they 
must be allowed to attend meetings of the special 
negotiating body or the EWC and those members who 
are employees of the Community-scale undertaking 
or group undertaking must be guaranteed payment of 
full wages for the duration of any absence from 
work in connection with their duties. Unchanged 
Section V 
Final provisions 
Article 10 Section V 
Final provisions 
Article 10 
1. Each Member State shall ensure that the 
management of the establishments or group 
undertakings situated In Its territory and 
their employees' representatives or, as the 
case may be, employees abide by the obligations 
laid down by this Directive, Irrespective of 
whether the central management of the 
Community-scale undertaking or of the 
controlling undertaking Is situated in its 
territory. 
2. Member States shall provide for appropriate 
remedies in the event of failure to comply with 
this Directive, and, in particular, shall 
ensure that adequate procedures exist at the 
suit of the EWC for the enforcement of 
obligations under this Directive. 
Article 11 
1. This Directive shall be without prejudice to 
measures taken pursuant to Directive 75/129/EEC 
and Directive 77/187/EEC. 
2. Nothing In this Directive shall affect the 
operation of the laws or practices of the 
Member States In respect of the provisions of 
information and consultation of employees at 
group level, undertaking level and 
establishment level. 
3. This Directive shall not affect the right of 
the Member States to apply or Introduce laws, 
regulations or administrative provisions more 
favourable to employees. 1. Unchanged 
2. Unchanged 
Article 11 
1. Unchanged 
2. This Directive is without prejudice to the laws 
or practices of the Member States in respect of 
the provisions of information and consultation 
of employees at group ievel, undertaking level 
and establishment level. 
3. Unchanged 
4% 
ORIGINAL PROPOSAL AMENDED PROPOSAL 13 
Article 12 Article 12 
Member States shall implement the laws, 
regulations and administrative provisions 
necessary to comply with this Directive by 31 
December 1992 at the latest. They shall 
immediately Inform the Commission thereof. 1. Unchanged 
2. When member States adopt these provisions, 
these shall contain a reference to this 
Directive, or shall be accompanied by such 
reference at the time of their official 
publication. The procedure for such reference 
shall be adopted by the Member States. 2. Unchanged 
Article 13 
(Non-foreseen) Five years after the date referred to In Article 
12(1) the Commission shall review the operation of 
this Directive and. In particular. the 
appropriateness of the workforce size thresholds 
with a view to proposing, where necessary, the 
adequate amendments. 
Article 13 
This Directive is addressed to the Member States. Article 14 
This Directive Is addressed to the Member States. 
41 
ORIGINAL PROPOSAL AMENDED PROPOSAL 14 
Ann** 
Mini mm requirements 
1. The minimum requirements referred to In Article 
7(1) shall cover the matters set out in Article 
6(1) and shall be subject to the following 
conditions : Annex 
Minimum requirements 
1. Unchanged 
(a) The competence of the EWC shall be limited 
to those matters which concern the 
Community-scale undertaking or 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 Community-scale undertakings or 
groups of undertakings referred to in 
Article 4, paragraph 3 of this Directive 
the competence of the EWC shall be limited 
to those matters concerning all their 
establishments or group undertakings 
located inside the Community or concerning 
at least two of their establishments or 
group undertakings in different Member 
States. (a) Unchanged 
(b) The EWC shall : 
(I) subject to paragraph b(II), have a 
minimum of three members and a maximum 
Of 30; 
(li) Include at least one member from each 
Member State in the territory of which 
a Community-scale undertaking has an 
establishment employing at least 100 
employees or, In the case of a group, 
at least one member from each group 
undertaking employing at least 100 
employees; 
(Hi) be composed of representatives of the 
employees of the undertakings In 
question who are appointed, elected, 
replaced and removed by the 
representatives of employees or, in 
the absence thereof, by the body of 
employees, in accordance with systems 
which take into account, in an 
appropriate manner, the number of 
staff they represent. (b) The EWC shall : 
(I) have a minimum of three members and a 
maximum of 30-, 
(il) Include at least one member from each 
Member State in the territory of 
which the Community-scale undertaking 
or group of undertakings employs at 
least 100 employees and, in the case 
of a group, at least one member from 
each group undertaking employing at 
least 100 employees within the 
Community subject to the maximum 
referred to In subparagraph (i); 
(ill) be composed of representatives of the 
employees of the establishments or 
undertakings in question who are 
elected, replaced and removed by the 
representatives of employees or, in 
the absence thereof, by the body of 
employees, in accordance with systems 
which take into account, in an 
appropriate manner, the number of 
staff they represent and the 
categories to which they belong. 
O 
ORIGINAL PROPOSAL AMENDED PROPOSAL 15 
(c) The EWC shall have the right to meet with 
the central management of the undertaking 
or controlling undertaking at least once a 
year, to be Informed of the progress of the 
undertaking's or group of undertakings' 
business and of Its prospects. This 
Information shall relate in particular to 
Its structure, economic and financial 
situation, the probable development of the 
business and of production and sales, the 
employment situation and probable trend, 
and Investment prospects. (c) Unchanged 
(d) Subject to subparagraph (a) above, the EWC 
shall have the right to be Informed and 
consulted by the central management of the 
undertaking or controlling undertaking 
about any management proposal likely to 
have serious consequences for the Interests 
of the employees of the undertaking. This 
consultation shall be timely and shall be 
carried out on the basis of a report from 
the central management of the undertaking 
or group of undertakings, on which the EWC 
may put forward its opinion. The final 
decision shall be exclusively the 
responsibility of the central management of 
the undertaking or controlling undertaking. (d) Subject to subparagraph (a) above, the EWC 
shall have the right to be informed and 
consulted by the central management of the 
undertaking or controlling undertaking, and 
by any other more appropriate level of 
management within the group which Is 
competent to take a particular decision, 
about any management proposal likely to 
have serious consequences for the interests 
of the employees. Proposals likely to have 
serious consequences may, in particular, 
relate to : 
(I) the relocation, merger, reduction in size 
or closure of undertakings, establishments 
(ID 
(III) or significant parts thereof, 
changes with regard to the organisation of 
a Community-sea le undertaking or group of 
undertakings; and 
the Introduction of new working methods or 
production processes. 
This consultation shall be timely and shall be 
carried out on the basis of a report from the 
central management of the undertaking or by the 
appropriate level of management of the group of 
undertakings on which the EWC may put forward Its 
opinion. The final decision shall be exclusively 
the responsibility of the central management of 
the undertaking or the appropriate level of 
management within the group of undertakings. 
7' 
ORIGINAL PROPOSAL AMENDED PROPOSAL 16 
(e) In addition to the annual meeting provided 
for by paragraph (c), at least one special 
meeting between the EWC and the central 
management of the undertaking or controlling 
undertaking shall be held per year where 
necessary for the purposes of paragraph (d) 
above. This shall be convened by the central 
management of the undertaking or controlling 
undertaking at the request of the EWC. (e) Unchanged 
The EWC shall be entitled to meet, prior to 
meetings with the central management of the 
Community-scale undertakings or with the 
management of the group of undertakings, 
without the management concerned being present. 
(f) The members of the EWC shall Inform the 
workers' representatives at establishment 
or at group undertaking level or, in the 
absence thereof, the body of employees, of 
the content and outcome of the Information 
and consultation process carried out in 
accordance with this Annex. (f) Unchanged 
(g) The operating expenses of the EWC shall be 
borne by the central management of the 
undertaking or controlling undertaking. The 
central management concerned shall provide 
the members of the EWC with such financial 
and material resources as enable them to 
Beet and perform their duties In an 
appropriate manner. In particular, the cost 
of the meeting facilities and 
interpretation, and the accomodation and 
travel expenses of members of the EWC, 
sha 11 be met by the centra I management of 
the undertaking or controlling undertaking. (g) Unchanged 
Article 5, paragraphs 5 and 6, of 
Directive shall apply mutatis mutandis. this 2. Unchanged 
11 

JSSN-Q254-1475 
C0M(91) 345 final 
DOCUMENTS 
EN 0410 
Catalogue number : CB-CO-91-391-EN-C 
ISBN 92-77-75679-9 
Office for Official Publications of the European Communities 
Lr2985 Luxembourg