No C 39/10 Official Journal of the European Communities 1.5. 2. 91 
COMMISSION 
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 
COM(90) 581 final 
(Submitted by the Commission on 12 December 1990) 
(91/C 39/11) 
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 
Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas point 17 of the Community Charter of Funda­
mental Social Rights of Workers provides, inter alia, that 
information and consultation 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 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 transnationalization 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; 
Whereas procedures for informing and consulting 
employees as embodied in legislation or practice in 
Member States are often inconsistent with the transna­
tional structure of the entity which takes the decisions 
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 under­
takings ; Whereas Council Directive 75/129/EEC of 17 February 
1975 on the approximation of the laws of the Member 
States relating to collective redundancies (*) and Council 
Directive 77/187/EEC of 14 February 1977 on the 
approximation of the laws of the Member States relating 
to the safeguarding of employees' rights in the event of 
transfers of undertakings, businesses or parts of busi­
nesses (2) incorporate compulsory procedures for 
informing and consulting the representatives of the 
employees affected by the operations in question; 
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; 
Whereas this situation has a direct effect on the 
operation of the internal market and consequently needs 
to be remedied; 
Whereas appropriate provisions must be adopted to 
ensure that the employees of Community-scale under­
takings 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; 
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; 
Whereas European Works Councils in such undertakings 
or groups must encompass all establishments or, as the 
case may be, group undertakings located in the 
(') OJ No L 48, 22. 2. 1975, p. 29. 
(2) OJ No L 61, 5. 3. 1977, p. 26. 
15.2.91 Official Journal of the European Communities No C 39/11 
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 compo­
sition, 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; 
Whereas the European Works Council must be kept 
informed as to the activities and prospects of the under­
taking 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 under­
takings' activities and prospects which are liable to affect 
the employees' interests; 
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; 
Whereas the information and consultation 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 
Member States in the event of failure to comply with the 
obligations provided for by this Directive, HAS ADOPTED THIS DIRECTIVE: 
SECTION I 
General 
Article 1 
1. The object of this Directive is to improve the 
provision of information to and the consultation of 
employees in Community-scale undertakings and groups 
of undertakings. 
2. To this end, a European Works Council (here­
inafter 'EWC') shall be established in every 
Community-scale undertaking and group of under­
takings, 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. 
Article 2 
For the purposes of this Directive: 
(a) 'Community-scale undertaking' means an under­
taking 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) '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) '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 or super­
visory bodies of companies who sit on such bodies as 
employees' representatives. 
Article 3 
1. For the purpose of this Directive, a 'controlling 
undertaking' is an undertaking which: 
(a) has a majority of the shareholders' or members' 
voting rights of another undertaking (controlled 
undertaking); 
No C 39/12 Official Journal of the European Communities 15.2.91 
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 
(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 memo­
randum and articles of association, where the law 
governing that undertaking (controlled undertaking) 
permits its being subject to such contracts or 
provisions; 
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 under­
taking (controlled undertaking), a majority of 
shareholders' or members' voting rights in that 
undertaking. 
2. For the purpose 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. 
Article 4 
1. EWCs shall 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 a Community-scale group of under­
takings, 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 responsi­
bility 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 employing the highest number of 
employees in a Member State, or the central 
management of the group undertaking employing the 
highest number of employees in the Community. 
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 under­
taking. Where the law governing the undertaking is not 
that of a Member State, the law applicable 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. 
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 nego­
tiating 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 signifi­
cantly 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. 
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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. 
4. Member States shall also make provision for the 
costs of the discussions held under paragraphs 1 and 3 to 
be met by the undertaking or, in the case of a group, by 
the controlling undertaking. 
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 under­
takings shall appoint or elect members of the special 
negotiating body. 
6. 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 in the other Member States. 
Article 6 
1. 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 shall determine: 
(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; 
(b) the functions and powers of the EWC; 
(c) the procedure for informing and consulting the 
EWC; 
(d) the place, frequency and duration of meetings of the 
EWC; 
(e) the financial and material resources to be allocated 
to the EWC. 2. 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 mutatis mutandis. 
SECTION III 
Absence of agreement 
Article 7 
1. Where the central management of the 
Community-scale undertaking, or the controlling under­
taking in a Community-scale group of undertakings, and 
the special negotiating body 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 in which the central management of 
the undertaking or, in the case of a group, the 
controlling undertaking is situated, shall apply. 
2. The minimum requirements referred to in 
paragraph 1 shall be subject to the rules contained in the 
Annex. 
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 has the 
right to withhold information which, if disclosed, would 
substantially damage the interest of the undertakings 
concerned. 
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. 
Article 9 
The members of the special negotiating body and the 
members of the EWC shall enjoy, in the exercise of their 
No C 39/14 Official Journal of the European Communities 15. 2. 91 
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. 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 practice of the Member States in respect 
of the provisions of information to and the consultation 
of employees at group level, undertaking level and estab­
lishment level. 
SECTION V 
Final provisions 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. 
Article 10 
1. Each Member State shall ensure that the 
management of the establishments or group undertakings 
situated in its territory and their employees' represen­
tatives 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 12 
1. Member States shall implement the laws, regu­
lations and administrative provisions necessary to comply 
with this Directive by 31 December 1992 at the latest. 
They shall immediately inform the Commission thereof. 
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 Member States. 
Article 13 
This Directive is addressed to the Member States. 
ANNEX 
Minimum 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: 
(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 (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. 
(b) The EWC shall: 
(i) subject to paragraph b (ii), have a minimum of three members and a maximum of 30; 
15. 2. 91 Official Journal of the European Communities No C 39/15 
(ii) 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; 
(iii) 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. 
(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. 
(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. 
(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. 
(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. 
(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 meet 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, shall be met by the central management 
of the undertaking or controlling undertaking. 
2. Article 5 (5) and (6) of this Directive shall apply mutatis mutandis.