EN    EN EN 
 
EN 1   EN  COMMISSION OF THE E UROPEAN COMMUNITIES 
Brussels, 2.7.2008 
SEC(2008) 2166 
  
COMMISSION STAFF WORKING DOCUMENT 
 
accompanying the 
Proposal for a 
 
DIRECTIVE OF THE EUROPEAN PARLIAMENT AND THE COUNCIL 
 
 on the the establishment of a European Works Council or a procedure in Community-
scale undertakings and Community-scale gro ups of undertakings for the purposes of 
informing and consulting employees (recasting)  
  
IMPACT ASSESSMENT  
{COM(2008) 419 final} 
{SEC(2008) 2167} 
 
EN 2   EN TABLE OF CONTENTS 
Executive summary.............................................................................................................. .... 4 
Introduction ................................................................................................................... ........... 7 
Section I: Procedural issues and co nsultation of interested parties .................................... 9 
I.1 Institutional background ................................................................................................... .... 9 
I.2 Organisation and timing.................................................................................................... .. 10 
I.3 Consultation and expertise................................................................................................. . 11 
Section II: Problem definition............................................................................................... 14  
II. 1 The problems that may require action .............................................................................. 14 
II. 2 Who is affected? ......................................................................................................... ...... 23 
II. 3 Further likely developments without EU action............................................................... 25 II. 4 The basis for EU action .................................................................................................. .. 25 
Section III: Objectives ........................................................................................................ ... 27 
III. 1 The general policy objectives.......................................................................................... 2 7 
III. 2 The specific objectives of the initiative........................................................................... 27 III. 3 The consistency of these objectives 
with other EU policies ........................................... 29 
Section IV: Policy options ...................................................................................................... 30 
IV.1 First option: No new EU action ....................................................................................... 31 
IV.2 Second option: Non-regulatory approach — additional promotion of  best practices...... 33 
IV.3 Third option: Review of existing legislation.................................................................... 36 
Section V: Analysis of impacts .............................................................................................. 40 
V.1 Likely economic, social and environm ental impacts of each of the options..................... 40 
V. 2 Uncertainties and how impacts may be  affected by changes in parameters .................... 54 
V. 3 Impacts in the EU and outside the EU ............................................................................. 55 V. 4 Potential obstacles to compliance..................................................................................... 56 
Section VI: Comparing the options ...................................................................................... 57 
VI. 1 Method for weighing the positive a nd negative impacts for each option ....................... 57 
VI. 2 Results of the weighing.................................................................................................. . 58 
VI. 3 Added value of EU action............................................................................................... 61  
VI. 4 Ranking the options ...................................................................................................... .. 61 
 
EN 3   EN VI. 5 Preferred option......................................................................................................... ...... 62 
Section VII: Monitoring and evaluation .............................................................................. 63 
VII. 1 Core indicators of progre ss towards meeting the objectives ......................................... 63 
VII. 2 Outline for possible monito ring and evaluation arrangements...................................... 63 
Annex 1 - European Works Councils — Compliance and figures ........................................... 64 
Annex 2 - lessons learned on European Works Councils......................................................... 69 
Annex 3 - Results of the 2008 second-s tage consultation of the Eu ropean social partners on 
the review of the European Wo rks Councils Directive 94/45/EC ............................. 72 
Annex 4 - Detailed weighing of option 3 (review of legislation)............................................. 80 
 
EN 4   EN EXECUTIVE SUMMARY  
The present impact assessment concerns the envisaged review of the European Works 
Councils Directive 94/45/EC and was carried out between October 2007 and June 2008. An 
inter-service steering group was set up to this end, with the participation of eleven services. 
An external study involving a survey of 10% of existing European Works Councils (EWCs) 
was commissioned. The second-stage consultati on of the European social partners was 
launched in February 2008. While the Commi ssion would have welcomed negotiations 
between the social partners as the solution w ith potentially the most positive impact, social 
dialogue talks were in the end not consider ed practical by the European Trade Union 
Confederation. The impact assessment has used  external data and taken into account the 
results of academic research as well as the views expressed by social partners and other 
stakeholders in response to the consultation. It has been  revised twice to ta ke into account the 
opinions of the Impact Assessment Board. 
The Directive establishes a right to transn ational information and consultation of the 
workforce on the progress of business and any significant changes envisaged in large-scale 
(1 000+ employees) transnational companie s. In 2007, 2257 companies employing 24 million 
workers fell within the scope of the Direct ive. EWCs, whether established before the 
Directive came into force, and hence excluded fro m compliance with the Directive, or set up 
through an agreement between a body repres enting the employees and the central 
management, were operating in 816 compan ies with some 14.5 million employees.  
Fourteen years after the adoption of the Directiv e, there are three problems that may require 
action:  
• The effectiveness of transnational informa tion and consultation rights is not ensured, 
particularly as existing EWCs are not properl y informed and consulted in over half of 
restructuring cases and, moreover,  the take-up rate of EWCs is  still relatively low and has 
not increased in recent years;  
• There are legal uncertainties giving rise to shor tcomings in the application of the Directive 
and entailing costs and delays, particularly in cases of mergers a nd acquisitions and as 
regards the interplay between  the national and European levels of information and 
consultation,  
• The concepts of information and consultati on in the 1994 EWC Directive differ from those 
contained in the most recent Directives in the field of workers’ information and consultation, and there are no clear rules fo r the interplay between these directives. 
These problems affect workers, companies and territories to a significant extent, and the 
potential role of EWCs in an ticipating and managing change in a sustainable way remains 
largely unexploited. The problems would worsen  without new EU acti on in a context of 
increased internationalis ation. Action is also necessary in order to support the completion of 
the internal market, sustainabl e competitiveness and social c ohesion. Given the transnational 
nature of EWCs, effective remedies cannot be taken by the Member Stat es. The legal basis for 
EU action is Article 137( 1)(e) of the EC Treaty. 
 
EN 5   EN The main goal of this initiative is to put EWCs in a position where they can fully play their 
role with regard to developments in undertak ings, the anticipation an d socially responsible 
management of change, and the fostering of genuine transnational social dialogue. The 
specific objectives are as follows: 
• To ensure the effectiveness of employees’ tr ansnational information and consultation rights 
in existing EWCs; 
• To increase the take-up rate (the proportion of  established EWCs compared to the number 
of companies falling within the scope of the Directive); 
• To ensure legal certainty in the setting up and operation of EWCs ; 
• To ensure better coherence and interplay be tween Community legislative instruments on 
information and consultation of employees. 
In order to achieve these objectives, three main options have been identified and, for each of 
them, the main potential impacts have been assessed: 
• The first option No new EU action  does not present any ability to meet the specific 
objectives. 
• The second option Non-regulatory approach — additional promotion of best practice  
would include an increase in  communication actions, possibl y followed by a proposal for 
an increase in existing financial support for promotion actions and a recommendation on 
the setting up and functioning of EWCs. It ha s the potential to improve the dissemination 
of best practice and encourag e a more efficient functioning  of EWCs, without entailing 
additional direct costs for companies. However, by nature, it can address only to a limited extent the objective of ensuring legal certain ty and coherence in Community legislation 
and therefore needs to be associated with le gislative action (third option). Also, one needs 
to take into account that non-regulatory measur es are already in place and, therefore, any 
new measure could only have an additional impact.  
• The third option Review of existing legislation  would include amendments to the 94/45/EC 
Directive, mainly aimed at further specifying the concepts of inform ation and consultation, 
defining what is meant by transnational competence, linking the national and European levels of information and consultation, adap ting the subsidiary requirements, which are 
used as benchmarks for negotiation, establ ishing a right to training, introducing an 
adaptation clause in the event of significant change in the structure of companies, and recognising the role of trade unions. For ea ch sub-option, the costs and benefits are 
discussed and a balance is established betw een the interests expressed by the different 
stakeholders. Two sub-options — lowering thre sholds for the establishment of EWCs and 
registering agreements — are discarded as they are less cost-effective. The other sub-
options have the best prospects of achieving the specific objectives and show greater cost-
effectiveness. These sub-options should be  implemented together as none would be 
sufficient by itself to achieve the desired result. The content of the third option has been adapted in some areas to take  into account the results of the consultation and assessment 
exercise, as well as the interest of the vari ous stakeholders particularly regarding the 
content of the subsidiary requirements. Howeve r, as the capacity of such option to improve 
 
EN 6   EN awareness-raising and disseminate best pr actices is limited, it should therefore be 
combined with awareness-raising actions from the second option.  
Taking into account its impact on es tablished objectives and cost -effectiveness, the preferred 
option is the third option Review of existing legislation , combined with awareness-raising 
actions from the second option Non-regulatory approach — additional promotion of best 
practice , starting with communication actions. The likely overall im pact of this option would 
be to improve the quality of dialogue within  companies and enable all parties to better 
anticipate and manage change, while imposing some  additional direct costs. However, it is 
difficult to see this entailing significant additional costs for companies already complying with the requirements and aims of the existing Directive. It would also  contribute to making 
the existing Community instruments on inform ation and consultation more coherent (same 
definitions, interplay between national and transnational rules).  
 
EN 7   EN  
INTRODUCTION  
The present impact assessment concerns the envisaged review of the European Works 
Councils Directive, which establ ishes a right to tran snational information and consultation of 
the workforce. 
Directive 94/45/EC of 22 September 19941 requires Member States to introduce laws obliging 
large-scale (1 000+ workers) transnational employers, upon the request of 100 employees 
from two countries or on their own initiative, to establish a body or pr ocedure to inform and 
consult with workers on the progress of their business and any significant changes envisaged. 
The composition, competences, and functioning of  a European Works Council (EWC) are to 
be defined by agreement between the ‘speci al negotiating body’ (S NB) representing the 
employees and the central management (‘Article  6’ agreements). Subsidiary requirements 
(‘Annex’) apply only in the absence of such an agreement. Those companies that had in place 
an ‘agreed’ mechanism for informing and cons ulting their entire workforce on transnational 
issues when the Directive took effect in 1996 are excluded from compliance with the 
provisions of the Directive (‘A rticle 13’ agreements).  
According to the available data, 2257 companies employing 24 million workers fell within the 
scope of the Directive in 2007. These compan ies are mostly headquartered in Germany 
(20%), the USA (16%), the UK (12%) and France (10%) and are active not ably in the metal, 
services and chemicals sectors. In 2007, EWCs  were operating in 816 companies with some 
14.5 million employees (ETUI-REHS, details in A nnex 1). Nearly half of the EWCs were 
established by a pre-existing agreement (Article 13 of the Directive), i.e. before the Directive 
entered into force in 1996. Since then, the numbe r of companies with an EWC, mostly large 
multinationals, has grown slowly over the years.  
The information and consultation process in EW Cs mainly covers the economic and social 
topics set out in the Directive and is of particular importance in cases of restructuring. 
However, some councils discuss topics relate d, for example, to health and safety, the 
environment and equal opportunities. 
Main characteristics of European Works Councils (EPEC 20082) 
Companies 
with EWC Worldwide employees per company: up to 207 000, average 49 000 
Employees in EEA countries per co mpany: 1 039 to 182 200, average 29 000 
Turnover: €54 million to €202 billion, average €20 billion 
Transnational restructuring event in the last three years: 74% 
Governing agreement Under Directive (‘Article 6’): 52%, pre-existing (‘Article 13’): 48% 
Not modified since first signed: 53%, modified: 47% 
                                                 
1 Council Directive 94/45/EC of 22 September 1994 on the es tablishment of a European Works Council or a 
procedure in Community-scale undert akings and Community-scale groups of  undertakings for the purposes of 
informing and consulting employees, OJ L254 of 30. 09.1994, p.64, as amended by Directive 97/74/EC and 
2006/109/EC  
2 Study commissioned by the Commission and carried out by European Policy Evaluation Consortium — EPEC — 
under the coordination of GHK Consulting (see section I).  
 
EN 8   EN Employee 
members Number: from 5 to 47, average of 23 
Coming from 2 to 24 countries, average of 9 
Coming from host country: from 7% to 87%, average of 33% 
Trend over the last three years: increase 62%, no change 30%, decrease 8% 
Company representatives Involved in meetings: from 2 to 13, average of 5 
Top management, genera l and HR managers 
Ordinary 
meetings  Number/year: one 60%, two 33%, three 1%, four 6% 
Length: average of 2 days Preparatory meeting between employee de legates: 96%; increasing de-briefings 
Role: discussing economic and financial situ ation, strategic orientations, employment 
trends 
Extraordinary meetings Provision in the agreement: 88% 
Face-to-face meeting held in the last three years: 59% 
With all members: 78%, with select committee or part of the members: 22% 
Role: addressing specific restructuring decisions  
Total plenary meetings Average number: 2.0 /year 
Select 
committee Present, with face-to-face meeting: 88% 
Employee members: from 2 to 15, average of 5 Managers in meetings: from 0 to 4, average of 2 Face-to-face meetings: from 0 to 12, average of 3/year Length of meeting: 1 day 
Role: planning, coordination, regular information exchange, discussion of 
restructuring decisions 
Working groups Present: 29% 
Members: from 3 to 20, average 9, mixed employee-management Face-to-face meetings: usually from 1 to 4/year Role: working out specific issues (e.g. hea lth & safety) or specific restructuring 
events 
Fourteen years after the adoption of the Directive, 57% of manage rs feel that the benefits of 
having an EWC in their company outweigh the co sts in terms of time and resources spent, 
because it allows them to communicate information regarding company strategies and the rationale for certain decisions to  employees, particularly in time s of change. On the other side, 
all employee representatives consider the existe nce of EWCs to be very beneficial (EPEC 
2008). However, expectations regarding the role  of EWCs have grown over the years, with 
the increasing internationalisation of corporat e activities, and are far from being fulfilled, 
particularly as regards the role of EWCs in  anticipating and managing change. This has led 
various stakeholders and EU institutions to ask the Commission to review the legal framework in which EWCs operate. 
 
EN 9   EN  SECTION I: PROCEDURAL ISSUES AND CONSULTATION OF INTERESTED PARTIES  
I.1 Institutional background  
Article 15 of the 94/45/EC Directive provides that ‘not later than 22 September 1999, the 
Commission shall, in consultati on with the Member States and with management and labour 
at European level, review its  operation and, in particular ex amine whether the workforce size 
thresholds are appropriate with  a view to proposing suitable  amendments to the Council, 
where necessary’. 
In 2000, after consultation of the Member Stat es and the social partners, the Commission 
reported on the applica tion of the Directive (C OM(2000) 188) and linked a future review of 
the Directive with the outcome of the debate s in the Council and Parliament on pending 
legislative proposals pr oviding for workers’ information and consultation, which were 
adopted in 2001, 2002 and 20033. 
In 2001, the Parliament adop ted Resolution A5-0282/2001 (R eport W. Menrad) on the 
Commission’s 2000 report, calling on ‘the Commission to submit a proposal for the revision 
of Directive 94/45/EC at an early  date and to include in that proposal ‘precise definitions of 
information and consultation, an increased number of ordi nary meetings, enhanced 
consultation in cases of restructuring, the role  of trade unions, traini ng and facilities, an 
adaptation clause in the event of changes, conditions for maintaining existing agreements, reduction of the negotiation period, lowering of th e threshold to 500 workers, and sanctions in 
cases of non-compliance. 
In 2002, the Commission requested the European Economic and Social Committee to draw up 
an exploratory opinion on the  Practical application of the European Works Council Directive 
(94/45/EC) and on any aspects of the Directive that mi ght need to be revised . In 2003 the 
EESC adopted an exploratory opinion on th e EWC Directive (CES E 1164/2003 Report J. 
Piette), presenting a joint assessment of the ad ded value of EWCs and the challenges facing 
their operation as well as identifying a number of open questions for the future. 
In 2006, the EESC delivered an own-initiative opinion (CESE 1170/2006 Report E. Iozia) on 
EWCs, recommending a ‘rapid updating’ in respect of three points of the Directive: the definitions of information and consultation, the role of trade unions, and the maximum 
number of members in the bodies. 
In 2006 and 2007 two Resolutions referring to EWCs were adopted by the Parliament: (i) the 
Resolution on Restructuring and employment  (PA_TA (2006)0088 Report J.L. Cottigny) 
reiterated its request for th e Commission to submit a proposal to amend Directive 94/45/EC 
and called on the Commission to launch a specific  second-stage consu ltation of the social 
partners on the revision of the Directive; (ii) the Resolution on Strengthening European 
legislation in the field of information and consultation of workers  (PA_TA (2007)0185 joint 
motion) called on the Commission to update this le gislation in order to ensure a coherent and 
                                                
 
3 Directive 2001/86/EC supplemen ting the Statute for a European Company with regard to the involvement of 
employees, Directive 2002/14/EC establishing a general fra mework for informing and consulting employees and 
Directive 2003/72/EC supplementing th e Statute for a European Cooperativ e Society with regard to the 
involvement of employees.  
 
EN 10   EN efficient framework of law, guarantee legal certa inty, improve the linking of social dialogue at 
national and European levels, and present a ti metable for the ‘long-awa ited revision of the 
Directive on European works councils’. 
I.2 Organisation and timing  
During the preparation of this initiative,  DG Employment, Social  Affairs and Equal 
Opportunities sought the involveme nt of all relevant stakeholders. Within the Commission, an 
inter-service steering group was set up. The follo wing services participated in the group: SG, 
LS, AGRI, COMM, ECFIN, ENTR, ENV, MA RKT, REGIO and TRADE. In addition, 
COMP, EAC and TREN were invited to take part and were sent all related documents. 
The steering group met four times: (i) 29 Janua ry 2008, when the main analytical steps, the 
work to be carried out and the document for th e consultation of the social partners were 
presented; (ii) 13 March 2008, for the presentation of the first findings of the external study, 
and the outline of the IA study; (iii) 11 April 2008, when the results of the consultation of 
social partners and of the EPEC external st udy were presented, and the draft IA report was 
discussed; and (iv) 8 May 2008, to report back from the Impact Assessment Board meeting 
and review the impact assessment report.  
The impact assessment work was organised as follows:  
• 2000-2007: various reports and co nsultations (see consultati on and expertise — I.3.b) 
• October 2007: Request for services VT/ 2007/098 for a preparatory study on an impact 
assessment of the Europeans Works Councils Directive, under the DG BUDG Framework 
Services Contract; service c ontract signed at the end of 2007 with the European Policy 
Evaluation Consortium (EPEC) 
• December 2007: Inter-service consultation on the document intended to launch the second-
stage consultation of the social part ners on the review of the Directive 
• January 2008: First meeting of the inter-servi ce steering group 
• 20 February 2008: Adoption of document C(20 08) 660 launching the consultation of the 
social partners in accordance with Article 138(3 ) of the Treaty on the content of a possible 
Community initiative to revise  the 94/45/EC Directive; 3 April 2008: end of consultation 
period 
• 3 March 2008 and 10 April 2008: Interim report and draft final report of the external 
preparatory study  
• 7 May 2008: Meeting of the Impact Asse ssment Board, opinion issued on 14 May 2008. 
• 22 May 2008: Submission of a revised draft im pact assessment repor t taking into account 
the Board’s comments and recommendations, notably as regards the objective of 
increasing the take-up rate, the relationshi p between the specific objectives and the 
operational objectives, the implications of the second option for the Community budget, 
the division of the third option into sub-options sorted by pote ntial to address the specific 
objectives and analysed separate ly, the detailed cost implica tions of the options and sub-
options, and the way in which the interest s of the stakeholders are balanced.  
 
EN 11   EN • 9 June 2008: Opinion of the Impact Asse ssment Board. Final changes to the impact 
assessment report taking into account the Board’s comments and recommendations, 
notably as regards the demonstration of supe riority of the prefer red option, the way it 
should meet stakeholders’ concerns, the reas ons for discarding two sub-options and the 
readability, notably by transferring de tailed tables to a new Annex 4. 
I.3 Consultation and expertise  
Both external expertise and the views of stakeholders have been requested and fully taken into 
account in the process of reviewing the Eur opean Works Councils’ Directive since 1999 and 
in the present impact assessment work. 
3.a External expertise  
The functioning of the EWCs is quite well documented.  
• Reliable and updated databases with full texts and analyses of agreements establishing 
EWCs are monitored by organisations linked to the European Trade Union Confederation4. 
Main reference is: Kerkhofs,  P., European Works Councils — Facts and Figures 2006, 
ETUI-REHS Brussels, 2006; 
• Academic research and external sources usef ul for analysing European Works Councils are 
summarised up to 2003 in the 2006 explorator y opinion of the European Economic and 
Social Committee5. More recent sources bring further insight into the establishment and 
functioning of European Works Councils  and the problems to be addressed6. 
In addition to these data, the Commission orga nised another study, carried out by external 
consultants and providing addi tional input, enabling the Commi ssion to gain a comprehensive 
view of the impact of the options envisa ged, notably in terms of the operating and 
administrative costs for business.The consultants7 carried out a survey of the actors (both 
management and employee representatives) in a random selection of 80 EWCs (about 10% of 
EWCs). The study provided data on:  
                                                 
4 ETUI-REHS, EWC database — full texts of agreements, Brussels , permanent update, http://www.worker-
participation.eu/; Social Development Agency, online analysis of agreements at http://www.sda-asbl.org/ ; Stanzani, 
C. & Bernaert, J. Analysis of the Social Development Agency Infopoint database EWC agreements, SDA, 
Brussels, 2006.  
5 Opinion on the Practical application of the European Works Counc il Directive (94/45/EC) and on any aspects of 
the Directive that might need to be revised (CESE 1164/2003).  
6 Brian Bercusson, Kings College London, Background pa per to EWC workshop ‘information and consultation 
rights in jurisprudence’, Brussels, March 2008; Blocklan d, A., Accounting for the ‘missing’ European works 
councils, University of Utre cht, Utrecht, 2002;Trinczek, R.  et al., Technische Univer sität München, Understanding 
the European Works Council Deficit in German Multina tionals, IIRA European Conference Manchester, 2007; 
European Foundation for the Improvement of Living and Wo rking Conditions, Analysis of agreements and studies 
on evolution of European works councils, Dublin, regular update 
http://www.eurofound.europa.eu/ar eas/participationa twork/ewc.htm ; Euroworkscouncils training and consulting 
net, review of events and literature, qu arterly newsletter, Hamburg, online at http://www.euro-
workscouncil.net/en/111.php ; Industrial Relations Servi ces (LexisNexis UK) and Indus trial Relations Research 
Unit (IRRU) at the University of Warwick Business School, European Works Councils Bulletin , IRS, London, six 
times a year, 1996-2006; Social Development Agency, onlin e studies and research on EW Cs and related topics at  
http://www.sda-asbl.org/ ; Waddington, J (University of  Manchester), results of a 2005 survey of 473 employee 
representatives summarised in ‘The performance of EWCs 12 years after the Directive’, European Works Councils 
Bulletin . No 65, IRS, London, Sept ember/October 2006, pp. 7-11.  
7 European Policy Evaluation Consortium (EPEC) comp rising GHK Consulting as coordinator, the Tavistock 
Institute and Technopolis.  
 
EN 12   EN (i) functioning/practices of EWCs, in particular in restructuring situations; 
(ii) the impact of EWCs on equal opportuni ties, health & safety and the environment; 
(iii) the impact of the legal fr amework and the promotion of be st practices on the operation of 
EWCs  
(iv) costs/benefits for companies (pre sent situation vs future scenarios) 
(v) administrative costs (present situation vs future scenarios) 
The main findings of the study have been incorporated into the present report. 
3.b Consultation of European social partners 
In 2004, the Commission launched the first stage of  consultation of the social partners in 
accordance with Article 138(2) of the EC Treaty on a review of the Directive, in order to 
assess the need to fully realise the potential of  EWCs and consult the social partners on how 
best to achieve this result. The employees’ or ganisations were in fa vour of a rapid revision, 
especially as regards the defin ition and fundamental concepts of  information and consultation, 
the role of the trade unions and what happens to agreements in the event of restructuring. The 
employers’ organisations were against such a revision, preferring Community action to focus 
on implementing the Directive in the new Memb er States and on the exchange of best 
practice. 
In 2004, the European social partners examined company cases in order to assess the 
functioning of EWCs. In 2005, they  produced a joint document on Lessons learned on 
European works councils (in Annex 2), which highlights the usefulness of EWCs, the benefits 
of clear procedures, training for members and a ssistance from experts, and the positive role 
that trade unions can play. They noted that it is difficult to organise useful information and 
consultation without delays and uncertainties and th at ensuring ownership of an EWC by all 
workers constitutes a challenge. 
In 2005, through its Communication COM(2005) 120 Restructuring and employment , the 
Commission consulted the European  social partners simultaneous ly on the restructuring of 
undertakings and on the ‘best-practice’ aspect  of European Works Councils, encouraging 
them to negotiate with a view to reaching ag reement on the promotion of best practices. The 
European social partners reiterated their 2004 pos itions on the revision of the Directive, and in 
2006 decided to include the promoti on and evaluation of their joint Lessons learned  on 
European works councils  in their 2006-2008 work programme. 
On 20 February 2008, the Commission a dopted document C(2008) 660, launching the 
second-stage consultation of the European social  partners in accordance with Article 138(3) 
of the EC Treaty on the conten t of a possible Community in itiative to revise the EWC 
Directive and inviting them to negotiate.  
The Commission would have welcomed negotiati ons between the social partners as the 
solution with potentially the most positive impact for workers and companies. At the end of the consultation period, the European Trade Un ion Confederation (ETU C) and the European 
employer organisations, BusinessEurope, CEEP and UEAPME, declared their willingness to 
negotiate on the review of the EWC Directiv e. However, the ETUC concluded after a few 
 
EN 13   EN days that it was ‘not ready for negotiations within the framework of the social dialogue’ 
considering ‘the time constraints and the de pth of differences with the employers’ and 
counted on the Commission to present a revise d Directive. The employers’ organisations 
regretted this decision and asked the Commission not to start the legislative process by itself 
(see Annex 3). On 30 April 2008, the Commission made a last call to the social partners, 
inviting them to make their best efforts to ne gotiate on European Works Councils. A few days 
later, it was confirmed that th ere would be no such negotiation.  
In addition to the positions regarding the opening of negotiations, the Commission received 
four responses to its consu ltation document from the consulted employers’ organisations 
CEEP, Eurocommerce, European Banking Fe deration EBF and Hotrec, two from the 
consulted workers’ organisations  ETUC and CEC European Manage rs, as well as eleven other 
contributions from companies and employers , trade unions and European Works Councils8. 
Hotrec stressed there was no need to revise the Directive. EBF highlighted the importance of 
EWCs for the banking sector and the need for flexibility and hoped to make a positive contribution to future negotiations. Eurocommer ce made detailed comments on the envisaged 
proposals, opposing most of them, but supporti ng the training of representatives and the 
further definition of competence on transnationa l issues. All other cont ributors shared the 
main orientations of the envisaged proposals and made suggestions for reviewing some of 
them and adding others. These responses are consid ered in detail in the analysis of impacts 
(section V) as well as in Annex 3. 
                                                
 
8 Employers and companies: Association Française des Entreprises Privées (AFEP), American Chamber of 
Commerce in the European Union (AmCham EU), Confed eración Empresarial Española de la Economía Social 
(CEPES), Generali; Trade unions: Confederation of the Nordic Bank, Finance and Insurance Unions (NFU), 
Finansforbündet; European works counc ils: Total, Handelsbanken, Heidelbe rgerCement, EADS, joint reply IF, 
Nordea and Danske Bank.  
 
EN 14   EN  
SECTION II: PROBLEM DEFINITION  
II. 1 The problems that may require action  
By establishing processes for transnational workers’ information and consultation in 
Community-scale companies, EWCs are able to play a major role in the anticipation and 
proper management of change and in developing  European dialogue at corporate level in a 
context where the cross-border dimension is  becoming more and more important. Where 
active, EWCs contribute to improving cor porate governance in large transnational 
undertakings, a key factor for their compe titiveness, and to reducing the negative 
consequences of unprepared restructuring for bot h the workers and the territories affected.  
All employee representativ es consider EWCs to be benefi cial (EPEC 2008 survey). Despite 
the financial and the other non-quantifiable cost s of operating an EWC, 57% of the companies 
with an EWC accept that the benefits of ha ving an EWC outweigh its costs (while 35% 
consider that costs outweigh benefits and 8% give no clear answer). The reason for this is 
largely the ability of companies to communicat e information regarding company strategy and 
the rationale for certain decisions to em ployees, particularly in times of change9.  
Views of involved parties on the benefits associated with the operation of EWCs (EPEC 2008) 
Companies Employees  Agree Neutral Disagree Agree Neutral Disagree
Better ability to talk to employee reps 
from other countries 88% 4% 8% 96% 0% 4% 
Better ability to talk directly to group 
management 79% 10% 10% 91% 4% 4% 
Improved understanding of management 
decisions 82% 10% 8% 76% 15% 10% 
Better exchange of information 80% 12% 10% 98% 2% 0% 
Improved relations between 
management and employees 76% 22% 2% 63% 17% 20% 
Increased trust 63% 29% 8% 61% 20% 20% 
Better corporate culture at European 
level 62% 28% 11% 73% 22% 5% 
More effective decision-making 23% 33% 44% 37% 22% 41% 
Enhanced productivity 0% 38% 62% 19% 46% 35% 
These benefits, although non–quantifiable, have very concrete impacts upon both workers and 
companies. For companies, they minimise the ri sks associated with social unrest in terms of 
the company’s public image as well as costs and delays, which far more than outweighs the operational costs of running an EWC
10. They reduce resistance to  change, support adaptation 
                                                 
9 Also: three-quarters of the managers it interviewed in 24 major, mainly American, multinationals felt that EWCs 
brought added value to the company. Result s — Organization Resources Counselors Inc., ORC EWC Survey 2002, 
summarised in EIROnline 01/2003.  
10 For e xample, restructuring costs of €200 million at Nokia  Bochum (up to €220 000 redundancy benefits per 
worker) instead of the €80 million initially planned for 2300 workers, with high-profile political interventions 
 
EN 15   EN on the part of workers, contribut e to the building of an integrat ed corporate culture following 
mergers, convey qualitative root-level info rmation about the company’s life to top 
management, and help in attracting and retaining qualified employees.  
As regards the operational costs of EWCs, give n the considerable flexibility provided by the 
Directive, they vary between as little as €7 500 and €2.3 million a year, averaging €272 00011 
including management and employee time (EPEC 2008).  
Operational costs associated wi th EWCs, in euros (EPEC 2008) 
Annual ordinary costs Total Fixed Time Comments 
Annual ordinary meeting 101 200 52 500 48 70029% employee time, 22% 
interpretation & translation, 15% 
travel, 14% management time, 7% accommodation + 13% venue, subsistence, administration Fixed costs from €5 000 to €370 000 
Second annual ordinary or extra meeting 101 200 52 500 48 700 Idem 
3 select committee meetings 25 700 12 100 13 600 Average €8 600 per meeting 
Training  43 800 43 800 From €1 300 to €150 000 
Total ordinary annual costs 271 900 160 900 111 000 From €7 500 to €2.3 million 
Additional costs in some EWCs, in euros (EPEC 2008)  
 Total Comments 
Expert fees Average 3 500 
(non FR)
143 700 (FR)Travel and subsistence of trade union experts ( 
companies not headquartered in France) 
Accountancy, environmental and restructuring expertise (companies headquartered in France) 
Legal assistance costs 0- 66 000In half of cases, often linked to restructuring 
event 
Labour disputes 0- 500 000In 16% of cases; comprising costs of additional 
meetings and expert fees rather than sanctions 
Working groups  Average 25 700In 29% of cases; average €8 600 per meeting (4 000 
fixed costs and 4 500 time costs); up to €1.5 million (13 different working groups) 
Administration of ballot 0-25 400 In some cases 
Dissemination costs 0-25 000 E.g. for setting up an internet or intranet platform 
Costs of preparatory work 0-238 000Estimated by some companies to be five days for 
HR team 
Other costs 0-250 000 Small minority: Annual report, field visits, etc. 
The non-financial costs are less clear than th e benefits and operational costs. Employee 
representatives see few drawbacks with EWCs, with the exception of a regretted lack of 
decision-making powers and international solidar ity generated in EWCs . From the employers’ 
perspective, they relate mainly to raised em ployee expectations and th e attempt made by some 
EWC members to use the forum to address what  the employer considers to be purely national 
concerns. Other concerns relate to the percei ved lack of preparation and dissemination of 
                                                                                                                                                         
calling for a boycott and risks of  market losses, reflected in Nokia Q1 08 results,, compared with an average fixed 
cost of €52 500 for an EWC plenary meeting.   
11 In relation to an average €20 billion turnover and 29 000 EEA employees represented.  
 
EN 16   EN meeting information by employee representatives, which limits the added value of EWCs 
(EPEC 2008).  
Views of involved parties regarding non-financial costs associated with the operation of EWCs 
(EPEC 2008) 
Companies Employees  Agree Neutral Disagree Agree Neutral Disagree
Increased bureaucracy 52% 23% 25% 12% 15% 73% 
Raised employee expectations 51% 23% 26% 32% 10% 59% 
Slowed down managerial decision-
making  23% 19% 57% 5% 7% 88% 
Introduced Unnecessary rigidities into employee relations 21% 26% 53% 0% 8% 92% 
Led to Calls for transnational collective bargaining 19% 26% 55% 25% 8% 68% 
Led to Breaches of confidentiality 15% 10% 75% 2% 17% 80% 
Led to Coordinated industrial actions 10% 21% 69% 15% 20% 66% 
The studies analysing the operation of EW Cs (monographs or exchange of practices12) point 
to a dynamic process of development in successive stages, from initial reservations regarding the establishment of EWCs to wide recognition of the positive role they play in improving 
social dialogue and informati on/consultation in companies. 
 
However, the effectiveness of transnationa l information and consultation rights is not 
guaranteed and social unrest a nd higher economic and social co sts arise due the subsequent 
absence of anticipation and ne gotiated accompanying measures in a significant proportion of 
the companies where EWCs are established.  
Legal uncertainties and practical  problems encountered in th e application of Directive 
94/45/EC, notably as regards the interplay be tween national and transnational levels of 
dialogue and the consequences of  mergers and acquisitions, are co stly and may hinder or slow 
down the decision-making process in companies.  
In addition, the current legi slation governing the informati on and consultation of workers 
comprises a series of directives containing different definitions of information and consultation and lacking clear rules for their interplay. 
Drivers of the problems as identified 
The problems are not primarily caused by shortc omings in enforcement. The Commission has 
verified that the Directive is properly implem ented by Member States and has carried out in-
depth studies to that end. The re sults indicate that all Member  States have adopted national 
implementing measures that are close to the text of the Directive and put in place sanctions in 
the event of infringements. As  a general rule, the competent national authorities, including 
courts, have taken measures to ensure the co rrect and effective application of the national 
transposing rules and to ensure that  companies meet their obligations.  
Three main drivers of the problems may be identified: 
                                                
 
12 References to the studies in I.3(a).  
 
EN 17   EN • Evolution of the economic context: growing in ternationalisation of corporate activities, 
increasing number and importance of tr ansnational restructuring operations; 
• Lack of awareness and competence on the pa rt of the company actors: difficulties for 
smaller and less internationalised companies and their worker representatives, insufficient 
knowledge of EWC procedures and competences , insufficient coordination between EWCs 
and national information and consultation bodie s, need for information on best practices13; 
• Evolution of the legal framework at EU level,  leading to the lack of clear and coherent 
legal rules: no interplay between different in struments, different sets of definitions, 
different outcomes of court cases. 
1.a Lack of effectiveness of  transnational information and consultation rights 
The lack of effectiveness of transnational in formation and consultatio n rights has two main 
aspects: 
• EWCs are not sufficiently informed and consulte d, in particular as ha lf of the EWCs are 
not consulted before a restruct uring decision is made public, 
• Workers are not in a position to exert their right s, as no EWC has been established in their 
company although it falls within the scope of the Directive. 
Shortcomings in the information and consultation of European Works Councils  
Fourteen years after the adopti on of Directive 94/45/ EC, all European stak eholders emphasise 
the added value of European Works Councils and the decisive role they play in the 
anticipation and responsible management of ch ange. However, their potential remains all too 
often unexploited, particular ly in the event of tran snational restructuring. 
A large-scale survey14 in 2005 found that, where appli cable, the EWC was consulted on 
restructuring: 
• before the decision was fi nalised in 20% of cases, 
• before the decision was made public in 30% of cases, 
• after the decision was made public in 20% of cases, 
• not at all in 30% of cases. 
The 2008 EPEC survey15 furthermore indicates that on ly 20% of company and employee 
representatives consider that the EWC consu ltation process did make a difference to the 
implementation of restructuring plans. The overwhelming view expressed by both employee 
                                                 
13 Despite considerable efforts to promote best practices, as  described in section IV.1, only half of EWC actors are 
aware of best practice publica tions on EWCs, mostly issued by social part ners at national leve l. Three years after 
their adoption, only every sixth/seventh company is familiar with the Lessons learned on European works councils 
published by the European social partners (EPEC 2008).  
14 Professor J. Waddington (University of Manchester) analysed the answer s of 473 employee representatives in 
EWCs, see ref. in I.3.  
15 The results of the 2008 EPEC survey on 45 restructuri ng events are similar to those of Waddington 2005. The 
EWC was informed and consulted on restructuri ng at the same time as the board in 38% of  cases, before the press 
release (in most cases just hours before ) in 18% of cases, at the same time as  the press in 20% of cases, after the 
press in 20% of the cases, not at all in 4% of cases.  
 
EN 18   EN and management representatives is that EWCs  are largely information and not consultation 
bodies — let alone negotiation bodies. 
Although 74% of companies with EWCs have experienced one or more transnational 
restructuring operations over the last thre e years, only 59% have held face-to-face 
extraordinary meetings to discuss them during this period (EPEC 2008). In addition to the 
regular exchange of information, the provisi ons of the agreements establishing EWCs 
regarding the right to re quest extraordinary meetings and the way to exercise this right are 
important in this regard16. 
This limitation of the role of EWCs is evident in the public de bate that occurs following every 
high-profile restructuring case (examples of Nokia  Bochum, Volkswagen Forest, Delphi  
Cadiz) regarding the shortcomings in the information and consultation of workers.  
Lack of transnational information and cons ultation in companies without European 
Works Councils 
The Directive provides for negotiations on setti ng up an EWC to start at the initiative of 
management or upon the request of at least 100 workers or their re presentatives in  at least two 
Member States. Until such an initiative or requ est is forthcoming, there is no obligation to set 
up an EWC. 1441 companies falling within the scope  of the Directive (64% of the companies 
concerned), employing 9.5 million employees (38%  of the employees concerned), had not 
established an EWC in 2007 (ETUI-REHS database). 
Smaller companies and companies with a more limited international character often do not 
have an EWC. 
• There is a direct relationship between the degr ee of internationalisa tion of a company and 
the likelihood of an EWC bei ng established. The percentage of companies falling within 
the scope of the Directive and having an EWC is 65% where internationalisation is highest 
(operations in 15 or more count ries), decreases with  the number of countries of operation 
and falls to less than 20% where internationalisa tion is lowest (operations in 2 countries).  
• Size is a major factor in the variation in  EWCs. 61.3% of relevant companies with a 
workforce larger than 10 000 employees ha ve EWCs, 43.3% of companies with 5000 to 
10 000 employees and only 23% of companies with fewer than 5000 employees.  
The findings of academic research17 regarding the absence of EWCs, particularly in the 
Netherlands and in Germany (wit h a low take-up rate of 27%), give two reasons for this, both 
related to the perception that EWCs have limited added value: 
• The main reason is the lack of action on the part of home-country worker representatives 
on account of a lack of interest . This may be due to a lack  of knowledge regarding EWCs, 
the fact that the representative bodies at h eadquarters are already informed and consulted 
by central management, or the view that EWCs  may interfere with the powers of national 
                                                 
16 See III-2a.  
17 Bercusson 2008, based on case investig ation, Blockland 2002 and Trinczek  et al. 2007, based on systematic 
investigation of companies headquartered in the Neth erlands and Germany and 9+ 6 in-depth case studies — 
references in I.3.   
 
EN 19   EN bodies, jeopardise home-country cooperative industrial relations  or are too weak to bring 
any benefit. Without the suppor t of the home-country represen tatives or European trade 
unions, it is difficult for worker representatives in subsidiaries to take the necessary steps 
towards the creation of an EWC. 
• A second reason is the negative reaction of ma nagement to the esta blishment of EWCs 
because of a hostile attitude to participation, the desire to avoid costs or a concern that 
worker solidarity across company subsidiaries  may increase as a result. However, this is 
not the main reason, as management often prefers to adopt a ‘strategic waiting position’. Still, such a reaction can be problematic, as  documented in the three preliminary rulings 
brought before the European C ourt of Justice (see below) an d the cases investigated.  
According to research findings, set-up and ope rating costs do not seem to rank high among 
the factors influencing the take-up of EWCs. Fu rthermore, no statistically significant relation 
can be observed between cost levels a nd take-up rates on a cross-country basis
18. 
Set-up costs of EWCs, in euros (EPEC 2008) 
Average set-up costs Total Fixed Time Comments 
Before 1996  
(‘Article 13’ agreements) 39 750 17 650 22 1004 meetings  
5 employee reps and 3 managers  
Since 1996  (‘Article 6’ agreements)  124 360 72 120 52 2404 meetings  
12 employee reps and 7 managers  
The absence of EWCs is therefor e partly due to a lack of need19, e.g. in companie s with a very 
decentralised structure or a lo w level of internationalisation, and partly a problem, where 
workers are prevented from exercising their rights by the hostile reaction on the part of company management or consider that the costs and barriers that they need to overcome in 
order to establish an EWC are not worthwhi le, given the low perceived benefits .  
1.b Legal uncertainties in the application of the Directive  
A number of different court cases have highlig hted important legal uncertainties, which have 
influenced the correct implementation of the Directive on EWCs and have entailed significant costs and delays in decision-making processes.  
Information needed to open negotiations for setting up a new European Works Council 
As regards the setting up of new EWCs, three cases brought before the European Court of 
Justice for a preliminary ruling
20 have established the principl e that the managements of all 
undertakings located in Member States are requ ired to supply any information required to 
open negotiations on setting up an EWC, in pa rticular information on the structure or 
organisation of the group, to employee representa tives, irrespective of where the headquarters 
                                                 
18 Although based on small samples, compari ng operating costs (fixed plenary meeti ng costs incl. experts) with take-
up rate by country of headquarter s does not show any relationship (F rance €155 000/38%, Germany €78 000/27%, 
Italy €72 000/38%, Finland €40 000/44%, UK €36 000/41%  and non-European countries €24000/34% (EPEC 2008 
— all countries with cost calculation for a sample greater than 4 — half of average annual costs for experts 
included (ETUI-REHS 2006 for take up rate).  
19 There is insufficient evidence to allow a quantita tive assessment of the ‘lack of need’ for EWCs.  
20 C-62/99 Bofrost , C-440/00 Kühne & Nagel , C-349/01 ADS Anker GMbH.  
 
EN 20   EN of the group is located or of the central mana gement’s opinion as to the relevance of the 
Directive. This principle would need to be made clear.  
Composition of the special negotiating body (SNB) 
The Directive (Article 5(2)) states that the special negotiating body (SNB) must have a 
minimum of three members and a maximum num ber of members equal to the number of 
Member States involved. It must have an empl oyees’ representative for each Member State in 
which the group has at least one establishmen t or undertaking, plus supplementary members 
in proportion to the number of employees. Th e original maximum number of 17 members, 
corresponding to the number of Member St ates when the Directive was adopted, was 
increased to 18 by Directive 97/ 74/EC (to include the United  Kingdom) and in 2007 to the 
‘number of Member States’, i.e. 3021, by Directive 2006/109/EC. Nonetheless, the application 
of this provision creates a practical difficu lty, as it may lead to imbalances in the 
representation on the SNB, and a group employi ng workers in most Member States may not 
be able to comply with the maximum nu mber stipulated or other provisions. 
Validity, renewal and continuity of the agreements establishing EWCs 
Many ‘Article 13’ and some ‘Ar ticle 6’ agreements do not make  any practicable provision for 
amendment and/or termination, thus reducing the ability to adapt the st ructure and functioning 
of EWCs as and where necessary, in particular in cases of me rger, acquisition or changes in 
make-up. Indeed, just less than half of companies have renewe d their agreement since it was 
first signed, the most frequent reason being reorganisation or changes in the company (EPEC 
2008). National court cases also highl ight legal uncertainties as to: 
• the conditions for a pre-existing agreement unde r Article 13 of the Directive to be valid22, 
• the possibility to amend ‘Article 13’ agr eements in cases of changes in make-up23, 
• the continued existence of the EWC when  the make-up of the company changes24. 
Capacity of the EWC to represent wo rkers and act in legal proceedings 
The European Courts do recognise the compet ence of European Works Councils to represent 
employees, which is not restricted to the in ternal matters of the company in question25. 
However, national court cases highlight legal uncertainties as to the right of employee 
representatives to pursue complaints, in pa rticular where the EWC includes management 
representatives26 . 
Concepts of information and consulta tion (see also definitions below) 
                                                 
21 European Economic Area: Norway, Iceland and Liechtenstein included.  
22 CEMEX  decision (Central Arbitr ation Committee, 11.7.2006); Beiersdorf (TGI Melun, 13.10.2006), Marks & 
Spencer  (TGI Paris, 9.4.2001) and Bouygues  (Cour d’Appel de Paris, 12.10. 2006, Cour de Cassation, 5.3.2008).  
23 CEMEX  decision (Central Arbitration Committee, 11.7.2006).  
24 Global one/Equant  (Amsterdam District Court, 23.1.2003 , Amsterdam Court of Appeal, 1.4.2004).  
25 For example, the Court of First Instance of the Eu ropean Communities accepted the intervention of the Legrand 
European Works Council in the dispute over comp etition law connected with the merger with Schneider  (CFI, T-
77/02, Schneider Electric, Judgment of 6.6.2002).  
26 Preliminary hearing on the issue of court costs, P&O  (Employment Appeal Tribunal, 28.6.2002); Panasonic 
(Appeal against Bobigny TGI, 4.5.1998).  
 
EN 21   EN The lack of a definition of info rmation, the present definition of consultation in the Directive 
as well as the existence of other directives on information and consultation lead to different 
interpretations affecting the clarit y of the legislative framework: 
• National courts have had to deal with the lack of a definition of information in the 
Directive27; 
• The more precise definition of consultation laid  down in the other directives, particularly 
the Framework Directive 2002/14/EC, has already been used in some national court cases, 
but not in others28; 
• The general EC law principle of ‘useful eff ect’ information and consultation processes, 
although it does not appear explicitly in  the Directive, was highlighted in Renault 
Vilvoorde29 and a series of further national court cases; 
• As to timing, the principle set out in the Ch arter of Fundamental Ri ghts of the European 
Union30 that workers or their representatives  must be guaranteed information and 
consultation ‘in good time’ is not clearly expresse d in the present Directive and is therefore 
unclear to companies and workers; 
• The Gaz de France  rulings31 state that the Board of Dire ctors cannot take decision on a 
merger before consultation of the EWC and th at national and Europ ean consultative bodies 
may have different information needs. The legal proceedings have delayed the planned merger between Gaz de France  and Suez for over a year.   
Interplay between national and transnational levels (see also below interplay between 
directives)   
The interplay between national and transnational levels of information and consultation is a 
key legal uncertainty in the operation of EWCs in the event of restructuring: 
• In a series of cases
32, it has been ruled that national bodies cannot be consulted to useful 
effect in the event of transnational restructuring before consultation at transnational level is 
achieved. However, this route has not been followed in the more recent Alcatel Lucent  
case33.  
• Given the absence of interp lay between directives, info rmation and consultation at 
European level may impede full compliance wi th procedures at lo cal or national level 
under national measures implementing other dir ectives, and may prove difficult to carry 
out in practice34.. 
                                                 
27 Alcatel Lucent  (TGI Paris, 27.4.2007).  
28 Beiersdorf  (TGI Melun, 13.10.2006); Alcatel Lucent  (TGI Paris, 27.4.2007).  
29 Cour d’Appel Versailles, 7.5.1997.  
30 Article 27.  
31 TGI Paris 21.11.2006, Cour d’Appel Pari s 21.11.2006, Cour de Cassation 16.1.2008.  
32 Alstom (TGI Nanterre, 1.8.2003), Altadis  (TGI Paris, 10.10.2003) and Beiersdorf  (TGI Melun, 13.10.2006).  
33 TGI Paris, 27.4.2007.  
34 For example Marks & Spencer  (TGI Paris, 9.4.2001).  
 
EN 22   EN The American Chamber of Commerce to the Eu ropean Union (AmCham EU) underlines that 
companies of American parentage have often encountered complexities and confusion in linking the different levels of information and c onsultation due to a lack of specificity in the 
Directive and conflicting court cases at national le vel and stresses that it is critical that the 
process at European level should not interfere with but be complementary to the process at 
national level.  
1.c Shortcomings in the coherence and interp lay between Community legal instruments  
Definition of information and consultation  
The EWC Directive does not include a defin ition of information. The Framework Directive 
2002/14/EC defines information as the ‘trans mission by the employer to the employees’ 
representatives of data in orde r to enable them to acquaint th emselves with the subject matter 
and to examine it’ and states that ‘information sh all be given at such time, in such fashion and 
with such content as are appropriate to enable, in particular, employees’ representatives to conduct an adequate study and, where necessar y, prepare for consultation’. Equivalent 
provisions are also found in the directives on the involvement of employees in a European 
Company (‘SE’) and European Cooperative Society (‘SCE’) — Directives 2001/86/EC and 
2003/72/EC. 
The EWC Directive defines cons ultation as ‘the exchange of  views and establishment of 
dialogue between employees’ representative s and central management or any more 
appropriate level of management’. A more precise  and concise definition is used in Directives 
2001/86/EC and 2003/72/EC, i.e. ‘t he establishment of dialogue  and exchange of views 
between the body representative of the employees  and/or the employees’ representatives and 
the competent organ [of the Company], at a time, in a manner and with a content which allow the employees’ representatives, on the basis of in formation provided, to e xpress an opinion on 
measures envisaged by the competent organ whic h may be taken into account in the decision-
making process within [the Company]’. This definition corresponds to the provisions of the 
Framework Directive 2002/14/EC, wh ich also states that consu ltation must take place at the 
relevant level of management and representa tion, depending on the s ubject under discussion, 
in such a way as to enable employees’ representatives to meet the employer and obtain a response, and the reasons for that response, to  any opinion they might formulate, and with a 
view to reaching an agreement on decisions wi thin the scope of the employer’s powers which 
may bring about substantial changes in work organisation or in c ontractual relations.  
More recent directives also include the concep ts of appropriate time, means and content and 
stipulate that ‘information and consultation procedures  shall be establis hed and implemented 
(…) so as to ensure their effectiveness’. 
Transnational competence of the EWC  
The concept of ‘transnational’, which distinguis hes the area of compet ence of an EWC from 
that of national bodies, as set out in other directives
35, is not defined in Di rective 94/45/EC. It 
is a regular issue for dispute between employee and management representatives, especially 
where a company’s restructuring occurs in differe nt stages affecting one country after another. 
                                                 
35 In particular: the Framework Information And C onsultation Directive 2002/14/EC , Collective  Redundancies 
Directive 98/59/EC, Transfer Of Undertakings Dir ective 2001/23/EC.  
 
EN 23   EN In the British Airways  case36, for example, the Court ruled th at the EWC had to be consulted 
over a decision to outsource activ ities in Austria, as the decision was taken in another 
Member State. 
Interplay between directives governing national  and transnational levels of information 
and consultation 
The interplay between national and transnational levels of information and consultation, 
which is not addressed by any of the directives  concerned, is a major challenge as well as a 
key legal uncertainty in the ope ration of EWCs (see above).  
According to the 2008 EPEC survey, three quarters of companies have undergone a 
restructuring that has affected more than one Eu ropean country in the last three years. In a 
very high proportion of cases (60% — to be further researched), company and employee 
representatives had differing views on which level had been consulted first for the same past 
restructuring event. In those cases wh ere there were no divergent views:  
• in 51% of cases, information and consultation took place at national or local level first, 
• in 16% of cases, EWCs were consulted first, 
• In 33% of cases, all levels were  consulted at the same time. 
Companies needed to seek legal advice as to which level had to be informed and consulted 
first in 27% of cases, and, in as many as 39 %, companies had already been challenged by 
employees on this issue. 
II. 2 Who is affected?  
The problems identified affect workers, companies and territories. 
2.a Workers 
The EWC Directive establishes a transnational in formation and consultation right for workers. 
The Charter of Fundamental Rights of the Euro pean Union also defines the information and 
consultation of workers as a fundamental right.37 24 million workers are directly affected.  
The existence of EWCs is considered over all to be very bene ficial by employee 
representatives, for whom the benefits of having an EWC al ways outweigh the costs (2008 
EPEC survey). Actual benefits of EWCs incl ude: information on company strategies and the 
direction of companies, provision of informat ion in a structured format, ability to put 
questions directly to company management , enhanced communication between employees 
and company management, and sharing of knowl edge, lessons learned and good practice with 
employee representatives from other countries.  
The problems identified affect workers in particular, mainly as regards: 
• the anticipation of company developments, th e acceptance of change, and the capacity for 
mobility and adaptability,  
• the existence of negotiated accompanying measur es in cases of corporate restructuring, 
                                                 
36 Brussels Labour Court, 6.12.2006.  
37 Article 27 of the Charter of Fundamental Rights of the European Union.  
 
EN 24   EN • the development and quality of dialogue with the employer and of cross-border 
relationships.  
2.b Companies  
The problems encountered with EWCs affect the 2257 large transnational companies falling 
within the scope of the Directive in that they do not gain any benefit from these bodies or 
suffer from shortcomings in their operation. 
The problems affect companies and the capacity of EWCs to bring added value to them in 
particular as regards: 
• The control of social risks, the avoidance of  social unrest and the image of the company 
(example of Nokia Bochum38),  
• The cost, design and use of appropriate accomp anying measures in the case of corporate 
restructuring (example of Volkswagen  Forest39), 
• Legal certainty, the related pr otection and balance issues and the timing of decision-
making processes (example: the delay of over a year in the Suez-GDF  merger), 
• The anticipation, acceptance and proper manage ment of change, the related social and 
economic costs, the impact on the company’s competitiveness over time, 
• The mobility and adaptability of workers and the related quality of the company’s human 
resources, 
• The quality of social dialogue, 
• Cost-efficiency in the operation of the EWCs. 
2.c Territories, related companies and workers  
The EWC Directive and the problems encounter ed in its applicatio n affect not only the 
workers and the companies coming directly under its scope, but also the territories in which 
these companies operate. Proper anticipation and management of change and negotiated 
accompanying measures in cases of corporate re structuring are of major importance for the 
local economic and social situation, especially where the territory specialises in a particular 
sector, is facing high unemployment or where the multinational is locally the only or the 
major employer. The recent vigorous reactions to planned plant closures without proper 
anticipation through information and consultation  of the EWCs (such as with the automotive 
plants in Azambuja-Portugal and Cadiz-Sp ain in 2006-2007) illustrate this impact.  
Similarly, subcontractors and networks of small and medium-sized businesses, with which the 
directly affected companies coexist and whic h they support, are affected along with their 
workers. For example, subcontractors and thei r workers at the Forest-Belgium automotive 
plant in 2006-2007 were heavily hit by the su dden major restructuring announced without 
notice and the subsequent strike, without being in  a position to take the necessary measures to 
face its consequences.  
The identified shortcomings in the anticipation of change and the capacity to build 
partnerships for managing it in a sustainabl e way therefore have a significant impact on 
competitiveness and social cohesion in Europe.  
                                                 
38 See consequences above.  
39 Immediate and long strike, redundancy benefits up to 144 000 euros per worker, absence of appropriate measures 
for subcontractors, risk  of market losses.  
 
EN 25   EN II. 3 Further likely develo pments without EU action  
Without EU action, the number of companies with an EWC would pr obably continue to 
increase but slowly and the ta ke-up rate would remain around 35%40.  
The increasing transnational character of econo mic activities, companies and restructuring 
processes is intensifying the need for proper information and consultation at transnational 
level. Despite the internal learning process with in the EWCs, the gap between needs, workers’ 
expectations and the actual operation of EWCs will probably continue to grow, as observed 
over the last ten years.  
The legal uncertainties and shortcomings in the interplay between levels and Community 
instruments governing the information and cons ultation of workers ar e likely to persist 
without new EU action.  
II. 4 The basis for EU action  
4.a Legal basis 
Directive 94/45/EC establishing  EWCs was adopted in 1994 on the basis of Article  2(2) of the 
Social Policy Agreement, anne xed to Protocol 14 on Social Po licy, in turn annexed to the 
Treaty establishing the European Community (a s amended by the Maastricht Treaty). This 
corresponds to the present Articl e 137(1)(e) of the Treaty (as amended by the Treaty of Nice), 
which states that ‘with a view to ac hieving the objectives of Article 13641, the Community 
shall support and complement the activities of th e Member States in the following fields (…) 
the information and consultation of workers’42.  
The right of workers to information and cons ultation within undertakings is now also a 
fundamental right. According to Article 27 of  the Charter of Fundamental Rights of the 
European Union: ‘Workers or their representatives must, at  the appropriate levels, be 
guaranteed information and consultation in goo d time in the cases and under the conditions 
provided for by Community law and national laws  and practices.’ Any Community legislation 
in this field therefore has to be interpreted in the light of these principles and must respect them. 
4.b Necessity of EU action 
The problems described affect workers, compan ies and territories in a significant way: the 
potential role of the EWCs in anticipating an d managing change in a sustainable way is at 
                                                
 
40 As it has done since 2000 — See Chart ‘Evolution in the take-up rate' in Annex 1.  
41 ‘The promotion of employment, improved living and working conditions , so as to make possible their 
harmonisation while the improvement is being maintained, proper social prot ection, dialogue between management 
and labour, the development of human re sources with a view to lasting hi gh employment and the combating of 
exclusion.’  
42 Article 137(2) of the Treaty states furthermore that, in th ese fields, ‘the Council: (a) may adopt measures designed 
to encourage cooperation between Member States thr ough initiatives aimed at imp roving knowledge, developing 
exchanges of information and best practices, promo ting innovative approaches and evaluating experiences, 
excluding any harmonisation of the laws and regulations of  the Member States; (b) may adopt, (…) by means of 
directives, minimum requirements for gr adual implementation, having regard to  the conditions and technical rules 
obtaining in each of the Member States. Such directives  shall avoid imposing administ rative, financial and legal 
constraints in a way which would hold back the cr eation and development of small and medium-sized 
undertakings.’  
 
EN 26   EN present largely unexploited an d the legal uncertainties entail costs and problems for 
companies and workers alike. The problems would worsen without new EU action in a 
context of increased internationa lisation. The action is therefore necessary, particularly with a 
view to sustainable competitiveness, soci al cohesion, acceptance of globalisation and 
developments in international tr ade, completion of the internal  market and better regulation.  
The EU action potentially has a major added value, as 
• the problems to be tackled ar e of a transnational nature, 
• the set of rules for transnational workers’ in formation and consultati on is already provided 
by a directive, 
• individual action by Member St ates cannot sufficiently resp ond to the problems identified. 
 
EN 27   EN  
SECTION III:  OBJECTIVES  
III. 1 The general policy objectives  
European Works Councils must be in a positi on to play their full pa rt with regard to 
developments in undertakings, in anticipat ing and accompanying change and fostering 
genuine transnational social dialogue in a ra pidly changing economic and social context. 
Sustainable competitiveness for large transnatio nal undertakings and also for the network of 
small and medium-sized businesses with whic h they co-exist, and which they support, 
depends on this, as does social and territorial cohesion. 
III. 2 The specific objectives of the initiative  
EU action should have the following specific ob jectives in order to address the different 
aspects of the problems identified. 
2.a To ensure the effectiveness of employees’ transnational information and consultation 
rights in existing EWCs  
The existing EWCs are not properly informed and consulted in over ha lf of restructuring 
cases and transnational information and consu ltation rights are not exercised where no EWC 
has been established. 
Looking at the key factors for the effectiven ess of EWCs, the 2003 EESC opinion singles out 
the timing, content and frequency of transnationa l information and meetings, in particular:  
• the quality of regular information and actua l access to such information for interested 
parties, 
• early intervention by EWCs in th e decision-making process,  
• broad acceptance of the transnational nature of issues addressed by EWCs 
The EESC furthermore considers that the establis hment of real, fruitful dialogue within an 
EWC is linked to its mode of operation, as this determines how information is circulated and its capacity to coordinate and respond, in particular:  
• the select committee, the frequency of meetings , the contacts with national representative 
bodies, the possibility of contacts with the company’s various sites, and translation 
facilities;  
• the skills and competence of EWC members and the resources at their disposal.  
A 2005 survey on restructuring in German-based companies in the metal sector highlights the 
importance of the EWC’s right to request an  extraordinary meeting to ensure proper 
consultation
43. 
The operational objectives that need to be achie ved in order to ensure the effectiveness of 
employees’ information and consultation rights include:  
                                                 
43 As  reported in EWC Bulletin, No 66, November 2006.  
 
EN 28   EN • To develop the concepts of information, consultation and transnational competence; 
• To enlarge the scope of matters that  can be dealt with in an EWC; 
• To enhance references as to the operation of EWCs, including the number of ordinary 
meetings, the rules regarding extraordinary m eetings, the role of the select committee; 
• To increase the circulation of informa tion within the EWC, notably by having 
representatives report back to their members; 
• To develop the capacity of EWC through training and support; 
• To clarify sanctions in cases of non-compliance; 
• To raise awareness of best prac tices for information and consu ltation at transnational level. 
2.b To increase the take-up rate  
The previously quoted studies id entify the key factors that might boost the number of EWCs 
by increasing the likelihood of requests from employees and acceptance by employers: the awareness of the added value of EWCs, the av ailability of information on the company to 
workers and the capacity to take the initial st eps, particularly for employee representatives 
within subsidiaries.  
The operational objectives that need to be achi eved in order to increase the take-up rate 
include:  
• To raise awareness of the role of informa tion and consultation at transnational level;  
• To make information on companies falling unde r the scope of the Directive and existing 
agreements establishing EWCs easily available; 
• To clarify the responsibility of local mana gement in making the information needed to 
request the opening of negotia tions on the establishment of a new EWC available to 
employee representatives, especially in subsid iaries, as the lack of  action on the part of 
home-country workers” representati ves is a key to low take-up rate
44 (see also legal 
certainty below); 
• To shorten the negotiating period; 
• To recognise the role of trade unions. 
2.c To ensure legal certainty in the sett ing up and operation of European Works 
Councils 
Legal uncertainties in the application of th e Directive, particularly as regards the 
consequences of mergers and acquisitions and the interplay between national and European 
levels of information and consultation, need to be addressed. With regard to the operational 
objectives, the following need to be clarified : 
• the information to provide to en able a new EWC to be set up, 
• the composition of the Special Negotiating Body, 
• the concepts of information, consul tation and transnational competence, 
• how to adapt agreements to changes in make-up, 
• how to link the national and transnational levels of information and consultation, 
• the legal standing of EWCs. 
2.d To ensure better coherence and interp lay between directives in the field of 
information and consultation 
                                                 
44 See section II 1.a p.18-19.  
 
EN 29   EN The concepts of information and consultati on in the EWC Directive differ from those 
contained in most recent directives in the fiel d of workers’ information and consultation, and 
there are no clear rules for the interplay betwee n these directives. In order to ensure better 
coherence between different EU instrume nts, the initiative should define:  
• coherent concepts of information and cons ultation across the appl icable directives, 
• the transnational competence of EWCs and the way in which the national and transnational 
levels of information and consultation are linked, 
• lower thresholds for the establishment of EWCs, in line with the thresholds in other 
directives. 
III. 3 The consistency of these ob jectives with other EU policies  
The proposed action is consistent with th e Commission’s policie s on social dialogue, 
corporate restructuring and industria l policy. It is also in line with the better regulation agenda 
by improving the quality of EU legislation, wh ich needs to be adapted to the increasing 
number and scale of transnatio nal restructuring operations.  
The present initiative is part of the renewed Li sbon strategy, the aim of  which is to create 
more growth and jobs in Europe, and in particular to create more  better-quality jobs in a more 
dynamic and competitive Europe. It supports the deve lopment of a flexicurity approach in that 
it aims to enhance the capacity of companies an d workers to adapt to changing patterns while 
ensuring security through better anticipation and management of change. It forms part of the 
initiatives related to the comp letion of the internal market included in the Commission’s 2007 
Communication A single market for 21st century Europe45. 
It may in addition constitute a first step towards the simplification of information and 
consultation directives as pla nned in the Social Agenda 2005-2010. 
The initiative would contribute to the effectiven ess of the right of workers to information and 
consultation at the appropriate levels and in good time as required by Article 27 of the Charter 
of Fundamental Rights of the European Union. 
                                                 
45 COM(2007) 725 of 20.11.2007, chapter 2.4. 
 
EN 30   EN  
SECTION IV: POLICY OPTIONS  
Presentation of the possible options  
Three possible options for meeting the objectives  and tackling the problems are identified:  
• First option: No new EU action,  
• Second option: Non-regulatory approach with  additional promotion of best practices,  
• Third option: Review of existing legislation. 
It has to be underlined that the second and th ird options do not exclud e each other and can be 
used in combination. The main measures envisa ged in each of the options are set out in the 
following table and discussed in more detail further below. 
Main measures  
Specific objectives 
— aspects and operational objectives Option 1 
No new EU action Option 2  
Non-regulatory 
approach Option 3  
Review of existing 
legislation 
Objective: to ensure the effectiven ess of employees’ transnational info rmation and consultation rights  
Remedy shortcomings in 
the information & 
consultation of EWCs - Monitoring 
implementation  
- Financing projects with exchange of best 
practices 
-Participation in conferences 
-Consultation of social 
partners and support 
for social dialogue - Increased 
communication  
- Additional financing of projects 
- Guidance on information 
and consultation processes - Guidance on EWCs’ 
mode of operation 
- Guidance on training for 
and reporting back by 
employee representatives  -Information for social 
partners when opening 
negotiations - Definition of information 
and transnational competence 
- Further developed concept of consultation 
- Adapted content of 
subsidiary requirements used 
as benchmark for negotiations 
- Right to training - Duty for representatives to 
report back 
- Clarification of sanctions 
Objective: to increase the take-up rate  
Increase the take-up rate -Financing of database 
-Financing of projects 
to set up new EWCs 
-Support for social dialogue - Increased 
communication  
- Additional financing of 
projects - Guidance on setting up 
new EWCs 
 - Clarification of information 
to provide to workers 
- Shorten negotiation period 
- Recognition of the role of trade unions 
- Registering agreements 
 
 
EN 31   EN Objective: To ensure legal certainty in  the setting up and operation of EWCs  
Address legal 
uncertainties as to 
- Information for opening 
negotiations  
- Guidance on information 
to provide to workers  
- Incorporation of ECJ rulings 
in information to provide to workers 
- Composition of Special 
Negotiating Body (SNB)  - Reviewed composition of 
SNB 
- Validity, adaptation and continuity of agreements - Guidance on adaptation 
to change - Adaptation clause 
- Transitional provisions 
- Registering agreements 
- Capacity of EWC to act  - Capacity of EWC 
- Concepts of information 
and consultation  - Definition of information 
and transnational competence 
- Precise concept of 
consultation 
- Interplay between national and transnational 
levels - Monitoring 
implementation of the 
Directive - Financing of 
information and 
observation points - Consultation of social 
partners 
- Guidance on information 
and consultation processes - Rules on linking levels 
- Adaptation of requirements 
for national-level information 
and consultation 
Objective: To ensure coherence and interplay between di rectives in the field of in formation and consultation  
Ensure coherence as to 
- Definition of 
information and 
consultation    
- Align definitions of 
information and consultation 
- Transnational 
competence of EWC   - Define transnational 
competence 
- Interplay between instruments regulating 
national and transnational 
levels  - Guidance on information 
and consultation processes - Rules on linking levels with 
adaptation provisions for 
national legislation 
- Coherent scope   - Lower thresholds  
 
IV.1 First option: No new EU action  
Important actions have already be en taken at European level in  order to addr ess the problems 
identified. No new EU action  would imply  
• the continuation of the Commission’s mon itoring of the implementation of the EWC 
Directive, as well as the 
• continuation of EU awareness-raising activitie s and promotion of best practices for EWCs. 
1- Monitoring of the Di rective’s implementation 
The Commission has carried out extensive monito ring of the Directive’s implementation since 
1994. In particular, it has: 
• organised a working party with national expe rts and provided clarifications and guidance 
where necessary to support Member States in their implementation of the Directive, 
 
EN 32   EN • commissioned a series of studies on the prac tical implementation of the Directive in the 
Member States, in 1999 (EU-15) and 2007 (EU-10), 
• adopted a report on the a pplication of the Direc tive (COM(2000)188), in 2000, 
• verified continuously the proper implementati on and notification of national implementing 
measures and launched infringement procedures where necessary46, 
• followed on an ongoing basis cases relating to the EWC Directive brought before the 
national courts. 
This has resulted in an in-depth knowledge of the Directive and its implementation and 
ensured the good quality of national implem enting measures. Good cooperation between 
national experts on this issue has also been developed. 
2- Awareness-raising and promotion of best practices 
Since 1994, the European Union has provided s ubstantial support for awareness-raising and 
the promotion of best practices.  
The main financial instrument is budget heading 04.03.03.03 (pre viously B3-4003 and B3-
4004) Information, consultation and participati on of representatives of undertakings,  which 
provides support for measures fostering the development of  employee involvement in 
undertakings by promoting in particular Dire ctive 94/45/EC, to which a sum of €8.1 million 
has been allocated for 2008. This  budget heading, like the others relating to social dialogue, is 
‘autonomous’ and depends entirely on decisions taken by the European Parliament and the 
Council on an annual basis.  
The appropriation for budget heading 04.03.03.03 c overs in particular the funding of 
measures to strengthen transnational coop eration between workers’ and employers’ 
representatives in respect of information, consu ltation and participation. It also provides for 
the setting up of information and observation point s to inform and help the social partners and 
undertakings to set up European Works Councils an d to foster relations with EU institutions 
in this respect. The appropria tion may also be used to f und short training courses for 
negotiators and representatives working with  transnational information, consultation and 
participation bodies as well as for representatives of social partners in the candidate countries. 
It may also be used to finance measures to enab le the social partners to exercise their rights 
and their duties as regards information, cons ultation and participat ion in Community-scale 
undertakings, especially within European Work Councils, an d to strengthen their cooperation 
at Community level.  
Priority objectives include  
• For transnational cooperation projects: promoting the setting up of new European Works 
Councils, improving transnational information and consultation processes, and enabling 
                                                 
46 Now all closed as the Member States have taken the nece ssary measures, except reasone d opinions sent in February 
2008 to three Member States for not having notified the measures implementing Dir ective 2006/109/EC amending 
Directive 94/45/EC as to the maximum number of memb ers of the Special Negotiating body by reason of the 
accession of Bulgaria and Romania to the European Union.  
 
EN 33   EN the social partners to exer cise their rights and their duties as regards information, 
consultation and participation, especially  within European Work Councils;  
• For information and observation points: pr oviding support for the preparation, launching 
and monitoring of transnational cooperation projects for the information, consultation and 
participation of workers; monitoring, anal ysing and assessing the experience with the 
establishment of transnational representative b odies at enterprise level and the extent to 
which the objectives for information, consultati on and participation ha ve been effectively 
met within such bodies. 
The allocations and commitments for budget heading 04.03.03.03 over the past ten years have 
been as follows: 
Year Allocated in call Appropriations Commitments 
1998 6 000 000 5 982 000 
1999 5 000 000 4 964 000 
2000 4 000 000 3 977 000 
2001 4 000 000 3 809 000 
2002 6 000 000 5 840 000 
2003 6 350 000 5 819 000 
2004 7 288 000 7 253 500 
2005 7 600 000 7 600 000 6 898 000 
2006 7 700 000 6 200 000 5 250 000 
2007 8 000 000 6 540 000 5 427 000 
2008 8 100 000 8 100 000  
Since 2005, the Commission has organised annual meetings with project promoters, at an 
average cost of €20 000, to improve the monitori ng and promotion of the projects financed. 
The Commission further promotes awareness a nd best practices, principally in support of 
social partners, through: 
• consultations of social partners and follow- up activities, including joint consultation on 
best practices in corporate restructuring a nd EWCs (2005), the restructuring forum and the 
partnership for change in the automotive sector; 
• information on texts produced by the social part ners on best practices in the field of EWCs, 
• support for social dialogue, at cr oss industry and sectoral levels, 
• participation in numerous seminars and conferences.  
IV.2 Second option: Non-regulatory approach — additional promotion of best practices  
All contributions and studies point to the need  to promote the exchange of experiences and 
best practices to help speed up the learning proc ess of EWCs. The promotion of best practices 
has therefore been an important element in the EU’s action to date (see previous chapter).  
However, there is still work to do, as the 200 8 EPEC survey shows th at only half of EWC 
actors are aware of best practice publications on EWCs, mostly issued by social partners at 
national level. Three years af ter their publication, only every sixth/seventh company is 
familiar with the European Lessons learned.  
 
EN 34   EN As substantial support for awareness-raising and the promotion of best practices has already 
been provided, this option would focus on additional measures aimed at ensuring the effectiveness of employees’ transnational info rmation and consultation  rights and solving 
problems identified in the practical application of the Directive
. 
This option includes: 
• An increase in communication actions, possibly followed by a proposal for an increase in 
the sum allocated to the budget heading 04.03.03.03.  Information, consultation and 
participation of representa tives of undertakings,  
• A recommendation for the setti ng up and functioning of EWCs. 
1- Increase in communication actions an d proposed increase to budget heading 
04.03.03.03 
The projects financed under budget line 04.03.03.03 on the information and consultation of 
workers are recognised as a major instrument in  awareness-raising and the promotion of best 
practices. The objectives of the budget headi ng (see previous chapter) are shared by 
stakeholders. In 2007, a total of 92 applications  were submitted for co-financing, and a total 
of 46 projects were approved by the Authorising Officer by Sub-delegation on the basis of the 
proposals of the Evaluation Committee. Most of  the projects approved were submitted by 
European and national tr ade union organisations.  
Increasing the resources allocated to this budget heading (€8.1 million for 2008) would allow 
more projects to be developed, in  particular to facilitate th e setting up of new EWCs, to 
exchange experiences and promote best practices  for the functioning of EWCs, and to foster 
relations between stakehol ders in order to develop the role of EWCs. As the average grant for 
a cooperation project was €118 000 in 2007, an in crease of €1.2 million would, for example, 
support 10 new annual projects47. However, the number of applications in response to the call 
for proposals under this budget heading decrease d slightly from 102 in  2006 to 92 in 2007. 
Furthermore, the insufficient number and quality of the projects submi tted in 2006 and 2007 have 
led to a decrease in commitments as compared to the levels reac hed in 2004  and 2005. A proposal 
to increase the allocated sum can only be made  on the grounds that the current amount is 
insufficient to support all the good-quality projects submitted.  
Any action in this direction therefore need s to be preceded by increased communication 
measures to improve public awaren ess of this budget heading, particularly through better access 
(web portal, links on specialised websites) a nd increased cooperation with stakeholders. The 
public debates surrounding the 2008 initiative to re inforce EWCs will also  probably contribute 
to enhancing the interest in EWCs and encourag ing the submission of more projects, as was 
already evident in 2004-2005. 
Increased communication actions by  both the Commission and other stakeholders would also be 
useful to increase awareness and promote best pr actices. In particular, the results of activities 
                                                 
47 The increase in the number of projects will have ma inly an impact upon the EU budget as the projects 
are supported up to the level of 80% of eligible costs. 
 
EN 35   EN by the social partners in this field at cross indus try and sectoral levels as  well as the results of 
projects financed by the budget heading should be made easily available48.  
A communication plan would be established in cooperation with  social partners and key 
actors in the field of EWCs and could be financed under the PROGRESS programme, which 
may be proposed to dedicate a su m of €1 million to that aim.  
2- Recommendation on the setting up and functioning of European Works Councils 
On the basis of the actions already undertaken to support the social pa rtners, the Commission 
may also produce a recommendation on the set ting up and functioning of European Works 
Councils to provide the guidance needed by em ployers and employee representatives. The 
following aspects would be covered. 
Guidance on the setti ng up of new EWCs:  
• Mechanisms to inform workers of their right to  ask for the opening of  negotiations in order 
to set up an EWC, 
• Possible role of experts, 
• Arrangements for the conduct of negotiations.  
Guidance on the EWC’s mode of operation: 
• Ways to ensure the effective continuity of the EWC and the respectiv e roles of ordinary 
and extraordinary meetings,  
• Role of a select committee, 
• Arrangements for communication and transl ation facilities, use of expertise. 
Guidance on information and consultation processes: 
• Specific role of transnationa l information and consultation, 
• Interest of including the subjects of mobility, health and safety at work, work organisation 
and environment in the information and consultation of the EWC, 
• Justification and use of confidential information, 
• Ways to achieve effective consultation  following an anticipatory approach, 
• Arrangements for the linking of information and consultation levels. 
Guidance on the adaptation of EWCs to change: 
• Possible procedures for adaptation and termin ation to be included in new agreements, 
• Methods for negotiating new arrangement s following a merger or acquisition, 
• Arrangements for transition mechanisms during periods of important change. 
Guidance on the role and competence of employee representatives: 
• Methods enabling employee representatives to report back to the wo rkers they represent 
and to gather their views, 
• Effective training. 
                                                 
48 The Europa website where the budget heading is publicised s hould in particular make the main results of projects 
centrally accessible in order to enhance their multiplier effect.  
 
EN 36   EN Benchmark on the way to deal with new topics such as health and safety at work, work 
organisation, environment or mobility within th e remit of an EWC should have a particularly 
positive impact on the promotion of best practices in this area. 
IV.3 Third option: Review of existing legislation  
The Commission launched a seco nd-stage consultation on possi ble changes to Directive 
94/45/EC in February 2008. The responses to th e consultation are described in section I and 
detailed in Annex 3.  
None of the envisaged changes in this cons ultation are intended to  modify the general 
framework of the Directive, which provides for considerable flexibility at company level. 
This flexibility is necessary in order to adapt EWCs to the wide variety of company structures 
and activities and systems for management-employ ee relations. In particular, the fact that the 
Directive mainly provides a framework for ne gotiating at company level all the practical 
arrangements for the composition and opera tion of EWCs, with hardly any minimum 
requirements, is considered as a key positive fa ctor to be maintained. Moreover, the priority 
given to negotiated solutions at company level is reinforced.  
An additional principle for the review is to  support good practice and to limit the necessary 
adaptation to new rules to those companies or EWCs for which improvements are deemed 
necessary to achieve the objec tives. Well-functioning EWCs shoul d not have to change and 
should only benefit from the review of the Directive. 
An underlying principle of the re view is to contribute to impr oving the rights of workers to 
transnational information and consultation th rough means that are efficient and balanced, 
taking into account the intere sts of all stakeholders, in  particular companies.  
The changes envisaged include the following s ub-options 1 to 10, in order of increasing 
potential to meet one or more  of the specific obj ectives. Most of these sub-options were 
presented in the second-phase consultation.  A few, however, were suggested by the 
stakeholders themselves in reply to the consultation.  
Sub option 1 — Lower thresholds for setting up EWCs 
Directive 94/45/EC applies to  companies and groups with at  least 1 000 employees in the 
European Economic Area, including 150 in tw o different Member St ates. The European 
Parliament in its 2001 Resolution as well as the European Trade Union Confederation have 
asked for the threshold to be lowered to 500 and 100 employees, respectively. However, this 
change was not included in the document for the c onsultation of the European social partners 
for the reasons described in section V.  
Sub option 2 — Registration of agreements 
At present, the monitoring of Eu ropean Works Councils relies on  data collected by the trade 
unions. A compulsory mechanism for the registrati on of agreements would be useful for legal 
certainty, and has been requested by the ETUC. Ho wever, this change was not included in the 
document for the consultation of the European so cial partners for the reasons described in 
section V.  
 
EN 37   EN Sub option 3- Technical update of the  composition of the special  negotiating body (SNB) 
and clarification of the or ganisation of negotiations 
In order to address the legal uncertainties (descr ibed in II.1(b)) and clarify the process for the 
negotiation of agreements establishi ng EWCs, the proposal here is to: 
• simplify the composition of the SNB by deleting the reference to the maximum number of 
members and introducing a system that allows  the SNB to better reflect the number of 
employees in the company: 1 member per 10% of the workforce (as in the SE Directive, 
2001/86/EC), 
• provide that Member States with only a sma ll number of employees could be represented 
through a group arrangement or indirectly, 
• clarify the right of employees’ representatives to meet without the em ployer being present, 
with the linguistic facilities necessary for communication, befo re and, where appropriate, 
after negotiation meetings  with the employer,  
• clarify the right of SNB experts to  be present at such negotiations. 
Sub option 4- Clarifications regarding the  protection of rights   
In order to improve compliance by making clear to company actors the existence of sanctions 
in the event of violations of information and consultation rights and to address legal 
uncertainties regarding the capacity of the Eu ropean Works Council to represent workers’ 
interests and regarding the information needed to open negotiations to set up a new EWC, and 
therefore contribute to increasing the take-up rate, the pr oposal here is to: 
• reiterate the general principle according to wh ich, in the event of infringements, sanctions 
must be effective, proportionate and dissuasive, 
• explicitly recognise the Europ ean Works Council as the repr esentative of the undertaking’s 
or group’s employees, 
• incorporate the principles established in prelim inary rulings by the Cour t of Justice that all 
information essential for the opening of negot iations to set up a European Works Council 
must be supplied to the employees’ represen tatives by the managements concerned in the 
Member States. 
Sub option 5- Recognition of the ro le of trade union organisations 
It is proposed in the consultation document to recognise explicitly the sp ecial role that trade 
union organisations can play in negotiations and support for European Works Councils, by 
including trade union organisations among the expe rts who may be present at meetings of the 
special negotiating body, at th e request of the latter. 
Sub option 6- Adaptation of the subsidiary requirements (applying in the absence of an 
agreement)  
Subsidiary requirements are fall-back provision s that regulate the operation of EWCs in the 
absence of an agreement. They are not mi nimum requirements all EWCs would have to 
 
EN 38   EN observe, and have been applied up to now only in a very limited number of cases (about five), 
as nearly all Europe an Works Councils are established on the basis of an agreement. 
However, they play an important benchmar k role, especially in the negotiation or 
renegotiation of agreements. The following cha nges could be envisaged. In the absence of 
agreed mechanisms within the undertaking or group, these would establish: 
• the right of the European Works Council to ob tain a response, and the reasons for that 
response, to any opinions they have expressed; 
• a precise definition of exceptional circumst ances, in order to improve anticipation; 
• the possibility of a second m eeting to seek an agreement in the event of exceptional 
circumstances;  
• the possibility of increasing the number of ordinary meet ings of the European Works 
Council from one a year to two a year;  
• the possibility of introducing new subjects for the information and consultation of the 
European Works Council, in line with practic al developments (mobility, health and safety 
at work, work organisation, environment). 
Sub option 7- Introduction of an adapta tion clause and transitional provisions 
The introduction of an adaptation clause to s tipulate what should happe n to representative 
bodies in the event of a signifi cant change in make-up (merger, acquisition, take-over) could 
help improve legal certainty and be useful for the introduction of transitional arrangements to 
ensure the information and consultation of work ers at key moments in reorganisations and for 
modifying operational frameworks that have be come obsolete. A prop osal could therefore 
provide that: 
• all new agreements must include procedures for their adaptation and termination, and also 
for their renegotiation, especially in the event of a change in make-up; 
• in the absence of provisions in existing agreemen ts or in the event of conflicts between the 
relevant provisions of two or more agr eements, negotiations on the new make-up should 
start at the request of employees or on the in itiative of the central management within an 
appropriate timescale, with tr ansitional arrangements in place for the existing body or 
bodies for the duration of negotiations; 
• a request for the opening of ne gotiations with a view to adap ting or replacing a pre-existing 
agreement that has become obsolete may be acceptable under certain conditions. 
The proposal could include provisions to ensure  that European Works Councils which operate 
to the satisfaction of the parties involved are able to continue. The review of legislation 
should not entail compulsory changes or obliga tions to renegotiate existing agreements in 
such cases. 
Sub option 8- Clarification of the role and reinforcement of the competence of 
employees’ representatives 
 
EN 39   EN In order to allow employees’ re presentatives to perform their duties to the full, a proposal 
could introduce: 
• an obligation for European Works Council repres entatives to report to the workers they are 
representing; 
• a right to training for em ployees’ representatives. 
Sub option 9- Alignment of the concepts of  information and consultation across the 
directives 
Adding a definition of ‘information’ and clar ifying the definition of ‘consultation’ would 
clarify the concepts and better link them with the definitions  in more recent directives 
concerning the information and consu ltation of workers (2002/14/EC, 2001/86/EC, 
2003/72/EC). This would also significantly e nhance the role and e ffectiveness of EWCs. 
Sub option 10- Definition of the transnatio nal competence of European Works Councils, 
linking information and consultation levels  and organising the interplay between the 
directives 
In line with the principle of di alogue at the relevant level of  management and representation 
depending on the subject under discussion, the tr ansnational competence of European Works 
Councils could be defined as re lating to issues going beyond the powers of decision-making 
bodies in a single Member State. 
Information and consultation levels could be  linked through a procedure taking into account 
the diversity of situations and allowing both an anticipatory appr oach and consideration of the 
employees potentially most a ffected by decisions, based on: 
• the principle of dialogue ‘at the relevant level of mana gement and representation, 
depending on the subject under discussion’, 
• priority for negotiations on procedures for lin king the information and consultation of the 
European Works Council and national representative bodies, in compliance with the above principle; 
• the introduction of prov isions applicable in the absenc e of an agreement on the subject 
under discussion in exceptional circumstances, which would allow the information and 
consultation of the European Works Council a nd the national bodies to start in parallel. 
 
EN 40   EN  
SECTION V: ANALYSIS OF IMPACTS49 
V.1 Likely economic, social and environm ental impacts of ea ch of the options  
1.a Impact of first option: No new EU action  
Overall analysis and po sition of stakeholders  
As described in section II, th e identified problems most likel y cannot be tackled without EU 
intervention. Therefore, the No new action  option would meet none of the three specific 
objectives. 
The most likely impact of the No new EU action  option is an increasi ng gap between the lack 
of proper anticipation and the need to res pond to changes in economic reality through 
company restructuring. This has considerab le economic and social consequences for 
companies, workers and region s, as this may undermine th e conditions for sustainable 
competitiveness, social cohesion and a well-functioning internal market. 
No new EU action  was the option preferred by the Eur opean employers’ organisations until 
2007, and is still preferred by the employers’ organisation HOTREC. 
The absence of new EU action would result in only slow improvement of existing EWCs in 
the face of increased needs and expectations, very few new EWCs being set up, and continued 
legal uncertainties. 
Benefits (data EPEC 2008)  
• Cost savings: companies without an EWC woul d continue to save average yearly total 
direct costs of €272 00050, including management and em ployee time, and those with 
EWCs would not have to bear more expenses. 
• Unquantifiable benefits: companies without EW Cs would not have to bear the costs of 
increased internal bureaucracy, removing empl oyees and management from their ‘normal’ 
work, risks of breaches in confidentiality, a nd interplay with stock-market regulations. 
• Flexibility and absence of interference: comp anies with an EWC woul d continue to enjoy 
considerable flexibility in organising thei r EWC with no external interference in the 
learning process of the EWC. 
                                                 
49 This report is not intended to be an ex-a nte evaluation under the Financial Regulation.  
50 Annual EWC expenditure ranges from €7 500 to €2.3 milli on. Companies without EWCs are on average smaller 
and less internationalised than companies with existing EW Cs, so new EWCs would therefore entail less travel and 
lower translation costs.  
 
EN 41   EN Disadvantages 
• Limitations in information and consultation:  workers in companies without an EWC or 
with limited EWC activity would not be informed on company strategies, be able to put 
questions directly  to company management, sh are knowledge with employee 
representatives from other countries, be in a po sition to give their view s so as to anticipate 
and manage transnational change, or bene fit from a clear understanding of company 
decisions, which is likely to limit the acceptance of such decisions.  
• Limited anticipation and management of change with its consequences for the capacity of 
workers and companies to adapt and the subsequent impact on human resources, 
sustainable competitiveness and territorial development.  
• Costs due to social unrest: companies would bear the growing costs of collective actions 
due to social unrest conseque nt upon unprepared restructuri ng processes as well as the 
higher economic costs of corporate restruct uring in the absence of anticipation and 
negotiated accompanying measures (examples: €144 000 package per worker  made 
redundant at Volkswagen  Forest  or €220 000 at Nokia  Bochum, compared to the average 
total cost of €101 000 for an EWC plenary mee ting, including management and employee 
time, or an average €8 600 for an EWC select committee meeting). 
• Uncertain and slower decision-making process due  to legal uncertainties  (delay of over one 
year for the planned Suez-GDF  merger),  
• Litigation instead of dialogue, as 40% of comp anies have already been challenged by their 
EWC over which level to consult fi rst in cases of restructuring. 
• Growing costs of labour disputes (at presen t affecting every sixth company, with costs 
ranging from €10 000 to €500 000 per company) and legal fees due to legal uncertainties 
(at present included in overall  legal costs or varying from €1500 to €66 000 a year for 
specific fees, particularly important in merger cases). 
In addition, the absence of new EU action would not result in any improvement in the 
coherence and interplay between  directives in the field of  information and consultation. 
1.b Impact of second option: Non-regulatory approach — additional promotion of best 
practice  
Overall analysis and po sition of stakeholders  
The Non-regulatory approach  option is likely to enhance the effectiveness of the right to 
transnational information and consultation a nd may encourage the setting up of new EWCs. 
However, it addresses only to a limited extent the two other specific ob jectives of EU action, 
i.e. legal certainty and coherence in Community legislation, and therefor e has to be seen as 
complementary to action in the field of legislation.  
According to the 2008 EPEC su rvey, over a quarter of manage ment representatives and all 
employee representatives are in favour of  further guidance and regulation. Employer 
representatives prefer guidance over furt her legal regulation, whereas employee 
representatives are split be tween guidance, legal rules and a combination of both.  
 
EN 42   EN 1- Impact of an increase in communication  actions and a proposed increase in budget 
heading 04.03.03.03  
Increased communication action, notably through a web portal, would raise awareness, 
facilitate the availability of in formation and increase the lasting impact of best practices. This 
is likely to have a positive impact in terms of the setting up of new EWCs and the improved 
operation of existing EWCs.  
The cost of such communication action woul d amount for €1 million, be proposed to be 
financed under the PROGRESS programme and be coordinated with in the overall 
communication arrangements already in place in  the Commission. Its potential impact would 
be higher if social partners as  well as Member States were  to contribute with their own 
communication actions. 
Increased communication is also likely to incr ease the number of projects submitted under the 
budget heading 04.03.03.03 and th erefore improve its use. By further increasing the amounts 
allocated to budget heading 04.03.03.03 (€8.1 million already in 2008), a larger number of projects
51 could be supported, thereby enhancin g the exchange of information and good 
practice with a positive impact on the functio ning of existing EWCs. However, given the 
decline in the use of the avai lable funds, such an increase could only be justified by the 
submission of more good-quality projects. 
Both measures would have a dir ect effect on the EU budget, whic h will have to  be increased 
in order to cope, first, with communication cost s and, in a second stage, with a an increase in 
the number of funded projects 
2- Impact of a recommendation on the setting up and functioning of European Works 
Councils 
A recommendation would provide further guidance so as to: 
• Provide easier access to information for employees and employers who are not familiar 
with transnational social dialogue and clarify the rule s for setting up new EWCs; 
• Increase awareness of the major principles for effective transnational information and 
consultation activities, raising the proportion of companies and worker representatives 
familiar with the best practices identified by th e European social partners (currently one in 
every six/seven companies — EPEC 2008); 
• Promote best practices, thus increasing the e ffectiveness of EWCs, particularly in the 
anticipation and management of change. 
Depending on how transnational in formation and consultation is implemented and developed, 
best practices could impact on business (short-te rm costs as against long-term benefits), on 
workers (increased protection in times of rest ructuring in return for acceptance of change, 
increased mobility and adaptability) and on the social dialogue between them.  
                                                 
51 €1.2 million could support about ten new projects.   
 
EN 43   EN As regards environmental impact, at present ov er half of EWCs deal with environmental 
concerns (EPEC 2008), for example reviewing e nvironmental guidelines or the design of 
more environmentally friendly products. Promo ting the integration of environmental issues 
within the work of EWCs in the guidance provi ded may ensure better mainstreaming of the 
environmental dimension in the economic and social policies of the large multinational 
companies concerned. 
The new recommendation should take into acco unt the action already taken by the European 
social partners: in March 2006 they decided to include the promotion and evaluation of their 
joint Lessons learned on European Works Councils  in their 2006-2008 work programme, 
although they failed in April 2008 to launch negotia tions on the review of  the EWC Directive. 
For this reason, the design of the recommenda tion in this context should be extensively 
discussed with the social partners. 
1.c Impact of third option: Re view of existing legislation  
Position of stakeholders  
Legislative review has been the option prefe rred over the last ten years by the trade unions, 
EWC representatives, the EESC and the European Parliament, which have produced detailed 
proposals on the content of such a review. In 30  letters sent to the Commission at the end of 
2007 and in early 2008, European an d national trade unions organisa tions as well as European 
Works Councils detailed the need for a legislat ive review and the meas ures they suggested 
that the Commission should propose. 
According to the 2008 EPEC survey, a small pr oportion of management representatives and 
over half of employee represen tatives in existing EWCs are in favour of further legal 
regulation on EWCs in re lation to restructuring.  
The Commission would have welc omed negotiations between the social partners in response 
to its 2008 consultation, as this would have been  a positive sign of the dynamism of European 
social dialogue and also an im portant new impetus to EWCs. Ho wever, as explained in detail 
in Annex 3, this did not happen.  
In addition to the positions regarding the opening of negotiations, the Commission has 
received four answers to its consulta tion document from the consulted employers’ 
organisations CEEP, Eurocommerce, Europ ean Banking Federation EBF and Hotrec, two 
from the consulted workers’ organisations ETUC and CEC European Managers, as well as 
eleven other contributions from companies an d employers, trade unions and European Works 
Councils52. Hotrec stresses there is no need to revise the Directive. EBF stresses the 
importance of EWCs for the banki ng sector and the need for fl exibility, and hopes to make a 
positive contribution to future negotiations. Eurocommerce makes detailed comments on the 
envisaged proposals, opposing most of them, bu t supporting the training of representatives 
and the requirement for them to report back . The other contributors support the main 
orientations of the envisaged proposals and make suggestions for reviewing some and adding 
                                                 
52 Employers and companies: Association Française des Entreprises Privées (AFEP), American Chamber of 
Commerce to the European Union (AmCham EU), Confed eración Empresarial Española de la Economía Social 
(CEPES), Generali; Trade unions: Confederation of the Nordic Bank, Finance and Insurance Unions (NFU), 
Finansforbündet; European works counc ils: Total, Handelsbanken, Heidelbe rgerCement, EADS, joint reply IF, 
Nordea and Danske Bank.  
 
EN 44   EN others. The responses are detailed in Annex 3 and, where specific to a particular point, are 
discussed below. 
The impact of the legislative review option ca n be broken down into the impacts of the ten 
different sub-options, listed in order of increas ing potential to meet the specific objectives. As 
indicated in section IV, most of the sub-options correspond to the proposals made in the 
consultation document of February 2008. A few were prompted by the responses to the 
consultation. 
Sub option 1 — lower thresholds for the setting up of EWCs 
Only 23% of companies with between 1000 and 5000 employees have established EWCs. 
Therefore, the impact of lowering the threshold on the establishment of new EWCs is likely to 
be very limited, as the take-up rate d ecreases with the si ze of the workforce53. Before such 
measure could be proposed, increasing the take-u p rate in the lower range already covered by 
the Directive would have to be achieved first54. By increasing the number of established 
EWCs less than proportionally to the number of covered companies, this measure would 
lower the overall take-up rate in the new scope of the directive and ther efore be contrary to 
the specific objective of increasing it. 
In addition, despite the very considerable flex ibility offered by the Directive, there are few 
economies of scale in th e operation of EWCs and the relative cost of th eir operation is higher 
on average for smaller companies than for bigger companies. This effect would run counter 
the objective of reducing the comp liance costs of SMEs that is central to the Small Business 
Act proposed. Lowering the threshold, as reque sted by Parliament in  2001 and the ETUC in 
its response to the consultation, would therefore not be a propor tionate measure in relation to 
the objective of implementing transnationa l information and consultation rights.  
Sub option 2 — Registration of agreements 
The existing database maintain ed by the trade unions and al ready partly financed under 
Budget Heading 04.03.03.03, already provides a good knowledge base, although it is not 
exhaustive. 
Apart from the ETUC, stakeholders have not expressed the need for registration, and the 
introduction of a central registration mechanis m would not be welcomed by either company 
or employee representatives (2008 EPEC survey).  
In addition, this would entail administra tive compliance costs (an annual €200 per company 
on average — EPEC 2008). 
The information of both employers’ and work ers’ organisations at  the starting of new 
negotiations to establish EWCs  (included in sub-option 3) should improve the knowledge 
about EWC agreements and thus address th e objective of enhanced legal certainty a 
registration mechanism is intended  to meet, without entailing such  costs. Social partners can 
use the support possibilities pr ovided by Budget Heading 04.03.03.03 in order to put in place 
their own registration scheme. Th is would in addition allow soci al partners to promote the 
                                                 
53 See Section II 1.a p18 and Annex I.  
54 As for the overall take-up rate, there is insufficient evidence to assess the proportion of absence of need  explaining 
the present situation and therefore to determine a precise rate to be achieved.  
 
EN 45   EN dissemination of the best practic es they have identified to new EWCs and therefore also 
address the objective of e nhanced effectiveness.  
Sub option 3- Technical update of the composit ion of the special ne gotiating body (SNB) 
and clarification of the or ganisation of negotiations  
The main impact of changes in the composition of the special negotiation body  and the 
organisation of negotiations would be improved legal certainty and th e related savings on 
legal fees and proceedings. The present rules would also be simplified.  
The calculations by EPEC in 2008 suggest that  updating the Directive with regard to the 
composition of SNBs, bringing it into line with  Directive 2001/86/EC, should have a minimal 
impact on set-up costs (present average of €124 4 00, including time, see II1.a). It should only 
lead to a limited increase in the number of SN B members and therefore in the costs for larger 
companies established in a la rge number of Member States. 
This change in the composition of the SNB is not controversial.  
As regards the proposal for grouped or i ndirect representation to address the situation of 
countries with very few employees , the fact that the election or appointment of employee 
representatives is organised c ountry by country may lead to ne w legal uncertainties, so an 
alternative solution could be to: 
• set a threshold for the repres entation of workers in a par ticular country as proposed by 
CEEP, which would also reduce set-up costs by  some €8 000 for each country under the 
threshold. This threshold may be set at the level for employee representation in 
undertakings under the Framework Dir ective 2002/14/EC, i.e. 50 employees; 
• provide for majority rules for the signature of an agreement (as suggested by the trade 
unions), requiring a majority of both the memb ers and a majority of workers represented 
from at least two countries, which would also clarify the present unclear rules for adopting 
agreements and contribute to reinforcing their legitimacy  
The information of both employers ’ and workers’ organisations  at the starting of new 
negotiations to establish EWCs should be pr oposed to improve the monitoring of EWCs, via 
the social partners, instead of a administrative  registering mechanism (see sub-option 2). This 
information would also allow social partners  to promote the dissemination of the best 
practices they have identified to the partie s starting negotiations to  establish new EWCs.  
As regards the impact of the envisaged clarifications relating to SNB meetings and the 
presence of experts  during negotiations, where requested  by the employee representatives, 
they should help workers’ representatives get to know each other, in pa rticular workers from 
subsidiaries, and facilitate the development of  working relations during the initial starting 
period. The presence of experts at negotiations is also useful as this could help raise 
awareness of best practices. Even if opposed by some individual companies wishing to reduce 
the negotiating power of their counterparts, the pr esence of experts is not controversial for the 
European social partners, which recognise its positive role in their joint Lessons learned55.  
                                                 
55 Point 4 ‘reconciling different cultures’ and point 5 ‘ens uring ownership of the EWC by the workforce’ — see 
Annex 2.  
 
EN 46   EN In addition to the measures envisaged in the consultation document, CEC European Managers 
proposes different systems for the representation of managers  in the SNB. This proposal is 
difficult to take on board, given the very cons iderable differences in  industrial relations 
systems between Member States and the princi ple of subsidiarity gov erning the election or 
designation of employee representati ves. A recital in the Directiv e already states that Member 
States, if they consider this a ppropriate, may provide for a bala nced representation of different 
categories of employees. However, it could be  envisaged that the composition of an EWC 
established by agreement should  ensure, where possible, a ba lanced represen tation of the 
workforce in terms of employee categories, as  well as gender and company activities.  
ETUC proposes shortening the negotiation period  from three years to one. The negotiation 
process for ‘Article 6’ agreements takes less th an 6 months in 21% of cases, 7-12 months in 
37% of cases, 13-24 months in 26% of cases, and more than 24 months in 16% of cases 
(EPEC 2008). The number of meetings varies fr om 1 to 13, with an average of four. This 
average number of meetings is the same as fo r ‘Article 13’ agreements, which were concluded 
faster (43% in less than 6 mont hs) and SE agreements, which have to be concluded within 6 
months, with a possible extension to one year by joint agreement. The limitation of the length 
of the negotiation process is therefore likely  to speed up the establishment of new EWCs 
without entailing more costs or pr eventing the conclusion of agreements. However, the risk of 
shortening the negotiation period would be the mo re frequent applicatio n of the subsidiary 
requirements (at present very rare). 
Sub option 4- Clarification of  the protection of rights 
Measures proposed for the protection of rights ar e in general likely to improve legal certainty, 
with the related benefits, and th e effectiveness of these rights. 
As regards the clarification of local management’s responsibility  for information needed to 
open negotiations on setting up new EWCs, in line with ECJ rulings, this is not controversial. 
It is likely to ease the first steps for workers in subsidiaries, a key to  boost new requests for 
EWCs56, and therefore contribute to increasing the take-up rate.  
As regards the clarification on sanctions , it is likely to make clea rer to company actors the 
existence of sanctions in the event of violatio ns of information and consultation rights, and 
therefore increase compliance. However, this w ould not necessarily require adding anything 
to the present Directive, as the need for Memb er States to provide fo r appropriate, dissuasive 
and proportionate sanctions is already a general principle in Community law.  
Trade union and EWC contributions as well as Parliament resolutions have insisted on the 
need for sanctions, given the numerous breaches of the right of workers to be informed and 
consulted at transnational level. However, Am Cham EU considers tht sanctions are already 
provided for and CEEP that they should remain  national. In addition, a further reinforcement 
or more detailed prescription of sanctions would not be in conformity with the subsidiarity 
principle, as the responsibility for establis hing appropriate, dissua sive and proportionate 
sanctions lies, as a general prin ciple, with the Member States. 
As regards the capacity of the EWC to represent workers’ interests , this sub-option is 
likely to help this body express employees’ intere sts more effectively, at cross-border level 
                                                 
56 See sections II 1.a p.18 and III 2.b p.28.  
 
EN 47   EN where necessary. It will be us eful in clarifying the legal standing of the EWC in court 
proceedings in the event of violations of info rmation and consultation rights, so is likely to 
increase compliance, while potentially increasing legal fees for some companies. It is also 
likely to bring about legal certa inty regarding the ro le of the EWC in expressing employees’ 
interests in decisions affecting them but wh ere the decision-maker is not only the company 
itself (such as in insolvency or competition proceedings).  
. In its response to the consultation, CEC agr ees that EWCs could represent workers provided 
they also represent managerial staff. CEEP would oppose granting a lega l personality to the 
EWC. Eurocommerce considers that managers s hould represent employees’ interests vis-à-vis 
the outside world. However, this would be co ntrary to the principles established by the 
European Court and the Commission’s proceedings in competition matters. 
Sub option 5- Recognition of the ro le of trade union organisations 
Through the provision of expertis e, trade unions already do pl ay a role in the negotiation 
process and in giving support to EWCs. This ro le has been recognised by European social 
partners — the main cross industry employer a nd trade union organisations — in their joint 
2005 publication Lessons learned on European works councils,  particularly in answering the 
challenges of reconciling different culture s and ensuring owners hip by the workforce57. 
Recognising a specific role for trade unions in the Directive is likely to increase the 
awareness, coordination, promo tion of best practices and the creation of new EWCs, notably 
in smaller companies or where workers from  the home country have not requested the 
launching of negotiations. It may also lead to increased opposition from companies without EWCs to the establishment of such bodies, as  they may be reluctant to countenance the 
involvement of trade unions.  
All trade union and EWC contributions sent to  the Commission over the past few years, as 
well as Parliament’s resolutions, insist on this recognition. The 2006 EESC opinion, although 
adopted against the opposition of the employers’ representatives, proposed the same route. ETUC considers that trade unions should have the right to attend SNB meetings and EWC 
meetings where requested by members and that  full-time officers should not be prevented 
from becoming EWC members. In addition, ETUC  and CEC propose that the European trade 
unions should be able to trigger the opening of negotiations for se tting up new EWCs. CEC 
proposes that agreements may be signed by Eu ropean trade union federations. AmCham EU 
stresses that employee representation and exte rnal expertise are and should remain different 
concepts, and that the ro le of experts, including European  trade unions, should be agreed on a 
voluntary basis between the SNB or the EWC and central management. CEEP and AFEP 
agree with trade unions being considered as expe rts, where needed, but not as members of the 
bodies. Eurocommerce considers that the role  of trade unions should not been made 
compulsory.  
Taking into account the intere sts of both workers and companies, the position of the 
stakeholders and the principle of subsidiari ty regarding the dete rmination of who the 
employee representatives are to be, th e following conclusion may be drawn: 
                                                
 
57 See text in annex  2 as above.  
 
EN 48   EN • the role of trade unions should be re cognised in supportin g company employee 
representatives but not as me mbers — if not considered as  employee representatives under 
national legislation — nor as si gnatories of the agreements, 
• the employee representatives should have the c hoice whether to ask trade unions to assist 
them or not, and to decide whether or not to exert their right to transnational information 
and consultation, so trade unions  that are not considered to  be employee representatives 
under national legislation shoul d not be allowed to trigge r themselves the opening of 
negotiations, and their role shoul d not be made compulsory.  
Under these conditions, without entailing sign ificant fixed costs for companies (average 
annual cost of trade union assistance to EWCs is €3 500), recognising the role of trade unions 
is likely to contribute to the objective of in creasing the take-up rate  and to making existing 
EWCs more effective.  
This would also bring the EWC Directive into line with the other transnational information 
and consultation directives (2001/86 /EC and 2003/72/EC) on this aspect. 
Sub option 6- Adaptation of the subsidiary requirements  
Changes in the content of subsidiary requirement s would not have a direct impact, as they are 
fall-back provisions for new ne gotiations and not minimum requi rements. However they have 
an indirect impact to the extent that th ey provide a benchmark for parties during the 
negotiation of new agreements or am endments to existing agreements.  
As a general rule, adapting the subsidiary requirements would: 
• Contribute, through their benchmark role, to setting objectives for the content of 
agreements, with all the associ ated direct costs as well as  the economic and social costs 
and benefits, 
• Risk preventing companies from entering into  new negotiations or preventing companies 
and workers reaching an agreement if they are too ambitious. 
More specifically, the changes envisaged in  the consultation docum ent would have the 
following impact: 
• A second ordinary plenary meeting costs on average some €101 000, half for fixed 
expenses, half for employee and management tim e. 40% of companies already have two or 
more ordinary meetings a year. An ordinary m eeting is considered to be more effective for 
dialogue than an extraordinary meeting beca use it takes place in a more favourable 
environment and allows the more general cont ext of the company’s projects to be taken 
into account. Most EWCs already have on average one annual extraordinary meeting, 
either with the whole EWC present or with the select committee (EPEC 2008). 
• The right of the European Works Council to ob tain a response, and the reasons for that 
response, to any opinions they have expr essed would contribute to more effective 
consultation and quality of dialogue but might slow down the decision-making process.  
• The change in the definition of  exceptional circumstances w ould indirectly ensure better 
anticipation, with the associated economic a nd social benefits, notably as regards the 
acceptance and management of change, and incr eased legal certainty. However, it could 
involve increasing the number of  extraordinary meetings (with an associated cost of €8 600 
where held with a select committee). 
 
EN 49   EN • The second meeting to seek an agreement in the event of exceptiona l circumstances would 
lead indirectly to more extr aordinary meetings (with an as sociated cost of €8 600 where 
held with a select committee), and more eff ective consultation. However, it might slow 
down the decision-making process and effec tively lead to a ne gotiation process at 
European level.  
• The possibility of new subjects for the info rmation and consultation of European Works 
Councils would have only an indirect imp act. Some EWCs have already extended the 
scope of information and consultation to incl ude measures relating to  health and safety 
(72% of companies in 2008), equal opportuniti es (50% of companies in 2008) and the 
environment, notably as part of discussions on corporate social re sponsibility (53% of 
companies in 2008). Promoting the inclusion of these topics would bring benefits in terms 
of effective policies in the ar eas of health and safety at work, equal opportunities and 
environment, without incurri ng specific additional costs. 
This sub-option is the most controversial. ET UC agrees with the changes proposed in the 
consultation document and proposes additional elem ents: a select committee with up to five 
members where the EWC has nine or more memb ers, follow-up meetings, facilities, experts, 
interpretation and translation as needed, a nd topics to include disability, discrimination, 
gender and data protection. Eurocommerce opposes the proposed changes as non-relevant, as 
the EWC is not supposed to be a body that deli vers opinions, and liable to incur additional 
costs. CEEP considers that a second ordinary  meeting and new topics are helpful but should 
remain voluntary and that any requirement on th e employer to give a response to questions 
posed by the EWC must not hamper or delay decision-taking nor lead  to negotiation. AFEP 
opposes also the provision for a second meeting to seek agreement in the exceptional circumstances as it does not consider th e EWC to be a negotiating body, and suggests 
reinforcing the select committee instead of pl enary meetings. AmCham EU expresses similar 
opinions. 
In order to meet the objectives of increased effectiveness while minimising costs, to avoid 
setting barriers to the take-up of new EWCs, to take into  account as much as possible the 
views of stakeholders and to balance the interests of workers and companies, the following 
conclusions may be drawn: 
• Even if, under the present condi tions, a majority of companies disagree with the assertion 
that the EWC slows down managerial de cision-making (EPEC 2008, see II.1), the 
operation of the EWC has to contribute to an  efficient decision-making process allowing 
companies to adapt as necessary. This should be  made clear as a general principle in the 
Directive. 
• Reinforcing the role of the se lect committee may be more cost -effective than increasing the 
number of plenaries and s hould therefore be favoured. 
• Anticipation, as a key element in the effec tiveness and positive economic and social impact 
of EWCs, should be promoted, so  the change in the definition  of exceptional circumstances 
should be supported.  
• The right to a reasoned answer to any opinion expressed appears to be a more important 
element in effective consultation than the imposition of additional meetings with the 
consequent increase in costs, a nd should therefore be favoured.  
 
EN 50   EN • As environmental issues will have to be increasingly mainstreamed in all company 
policies, the addition of this topic to the items for the information and consultation of 
EWCs appears necessary.  
Sub option 7- Introduction of an adapta tion clause and transitional provisions 
The introduction of an adaptation clause  would ensure: 
• Legal certainty, with the related benefits, 
• An effective information and consultation process during mergers and acquisitions, 
diminishing social unrest, allowing the negot iation of appropriate accompanying measures 
and favouring the emergence of a uni fied group within the new boundaries. 
The adaptation clause is likely to meet the needs of both workers and companies and the 
envisaged measures are not cont roversial in themselves. CEEP considers that renegotiations 
should be limited to cases of significant change s in company structure and conflicts between 
two or more agreements and proposes shortening  the negotiation period in that case. AFEP 
agrees with the general aim of the measures  proposed, provided that the negotiations are 
carried out by the members of the existing EW Cs and not by a new Special Negotiating Body, 
and that only one EWC is to exist after a merg er or acquisition. CEC also supports this latter 
position. AmCham EU would welc ome guidelines on the way to deal with EWC agreements 
in cases of mergers and acquisitions.  
The envisaged clause would indeed enable tw o EWCs to be merged when the companies 
merge, so would save on the costs of two EWCs  continuing to operate because of the absence 
of adaptation provisions in one of  the pre-existing agreements.  
As to the composition of the negotiating body , while favouring continuity by involving 
members of the existing EWCs, all possible chan ges in make-up should be taken into account, 
including where some of the work ers were not previously repres ented at transnational level. 
This would provide for both the setting up of an SNB and bringing together  the leaders of the 
existing EWCs.  
The controversial point is the renegotiation of existing agreements , whether ‘Article 13’ or 
‘Article 6’ agreements. Trade unions and EWCs  have asked for the co mpulsory renegotiation 
of Article 13 agreements and an obligation to renegotiate  all agreements upon request, 
whereas companies and employers’ organisations c onsider that the agreements, in particular 
the pre-existing agreements, should be better protected. 
Retaining those EWCs that work to the satisf action of the parties i nvolved would limit the 
changes to those EWCs where changes are need ed. Disproportionate ch anges would therefore 
be avoided and best practices s upported. Transitional provisions were proposed to that end in 
the consultation document. 
Providing for pre-existing agreements to be maintained in all cases would limit the potential 
impact of changes in the Directive to new EWCs  to be established. This would not allow legal 
uncertainties to be addressed in the event of  changes in make-up. This would also risk 
preventing the creation of new EWCs while br inging no improvement to those that already 
exist, and should therefore be avoided. 
 
EN 51   EN Allowing any request to trigger the renegotiation of a pre-existing agreement may on the other 
hand risk encouraging ‘f reerider’ actions and destabilising well-functioning EWCs, so should 
be avoided too. 
Limiting requests for renegotiating pre-existi ng agreements to those situations where 
significant changes in make-up and structure occur (such as mergers, take-overs or 
acquisitions) should avoid these two opposing risks.  
Sub option 8- Clarification of the role and reinforcement of the competence of 
employees’ representatives 
An obligation for European Work s Council representatives to report back to the workers  
they represent would increase the quality of di alogue and the EWC’s added value, as well as 
improve the interplay between local/national and European levels, with a major impact on anticipation, adaptability and mobility. It woul d entail limited costs, mainly related to the 
potential need for EWC members to travel to local sites in order to report back to the workers.  
It would meet one of the main  employers’ concerns relating to  the lack of preparation of 
employee representatives and their dissemi nation of meeting information (EPEC 2008). 
The 2005 Lessons learned  published by the European social pa rtners states th at ‘ensuring a 
real sense of ownership of the EWC by the whole workforce (is) a considerable challenge’. Indeed, the obligation to report back would help  meet this challenge, and is likely to be 
welcomed by all stakeholders . In their response to the c onsultation, CEEP, Eurocommerce 
and AFEP agree with this proposal, provided that the reporting re spects confidentiality. 
As regards the training of employee representatives , the present situation is as follows 
(EPEC 2008) 
Training  Right to training: 60% of EWCs 
Training for at least some EWC members in the previous year: 79% of EWCs Where provided, training is offered: to entire EWC, 46%, to 10 or more EWC 
members, 38%  Average length of training where provided: 1.6 day/year 
Training expenditure where provided: from €1 300 to €150 000, average of €43 800
58 
Introducing a right to training  for employees’ representative s would therefor e entail extra 
costs for companies not already providing it, i.e.  for one fifth of companies, with an average 
of €43 800 per company. Introducing a right to tr aining for employee representatives is the 
envisaged measure with the most direct a nd significant impact on costs for companies. 
However, this measure is not controversial and meets the interest s of both workers and 
companies. All stakeholders have e xpressed their support, while the 2005 Lessons learned  
published by the social partners states that ‘the  ability to understand complex issues discussed 
in the EWC determines the quality in comm unication. Investing in language as well as 
technical/content training helps to optimise the functioning of the EWC and to reduce overall 
functioning costs’. 
                                                 
58 Average of €76 700 for companies headquartered in France, €24 800 for others.  
 
EN 52   EN Provided that the efficiency of such training ac tion is ensured, a right to  training is likely to 
have a positive impact in the 20% of companies not pr oviding EWC members with any 
training.  
Sub option 9- Alignment of the concepts of  information and consultation across the 
directives 
Introducing a definition of information and expa nding the definition of consultation, in line 
with Directive 2002/14/EC establishing a framew ork for information and consultation, would 
bring about: 
• Legal certainty, thus reducing labour disputes  (in every sixth company, with associated 
costs ranging from €10 000 to €500000 per compa ny — EPEC 2008) as well as the risks of 
uncertainty and delays in decision-making (e.g. the delay of over one year in the Suez-GDF  
merger), 
• Better acceptance and management of change, reduced social unrest (avoiding companies 
such as Nokia in Bochum having to pay very high redundancy benefits), improved image 
of the company, enhanced adaptability and mobility, 
• Improved perception of the added value of EWCs , which is likely to improve the interest 
of workers’ representatives in EW Cs and therefore the take-up rate, 
• A coherent set of Community rules on these matters, which is likely to develop the role of 
the transnational level of information and cons ultation on transnational matters, to clarify 
the rules and facilitate the linking of national and transnational levels of the dialogue. 
All trade union and EWC contributions sent to  the Commission over the past few years, as 
well as Parliament’s resolutions, insist on th e adoption of these definitions. The 2006 EESC 
opinion, (although adopted against the opposition of employers’ representatives) proposed the same route. Eurocommerce opposes changes to  the definitions, as they would bring no 
clarification and risk slowi ng down the decision-making process. CEEP and AmCham EU 
favour agreements at company level on consultation mechanisms going beyond the present definition of ‘exchange of views and establishm ent of a dialogue’ rather  than changes in the 
definitions, and underline that consultation should not be associated with collective 
bargaining or any obligation by central manageme nt to reach an agreement. AFEP sees no 
problem in using for EWCs the definition of consultation in Di rective 2002/14/EC.  
At present, a majority of companies disagr ee with the assertion that an EWC slows down 
managerial decision-making. On the other hand, it is clear that  the operation of EWCs should 
contribute to an efficient decisi on-making process allowing comp anies to adapt as rapidly as 
necessary. It is particularly important for co mpanies, as recalled by AmCham EU, that any 
changes preserve the speed of decision-making in  order to enable under takings to compete in 
the global economy. This should be achieved by: 
• adopting as a general principle of  the Directive that EWCs shoul d contribute to the goal of 
efficient decision-making at company level,  
• establishing an appropriate interplay between na tional and transnational levels of dialogue, 
in order to avoid overlaps that risk lengthening the decision-making process. 
 
EN 53   EN Sub option 10- Definition of the transnationa l competence of European Works Councils, 
linking information and consultation levels  and organising the interplay between the 
directives 
Defining the transnational competence of EWCs and linking the levels of information and 
consultation are the measures most likely to c ontribute to all specific objectives of the 
initiative.  
Defining the transnational competence  of the EWC as relating to issues going beyond the 
powers of decision-making bodies in  a single Member State would: 
• Increase legal certainty, thus reducing labour disputes on the issues to be addressed in 
EWCs and their associated costs as well as the risks of uncertainty a nd delays in decision-
making, 
• Facilitate dialogue at th e relevant levels of management and representation and help ensure 
a better link between the levels of informati on and consultation, thus enhancing the quality 
and effectiveness of dialogue, 
• Reduce the reluctance of national representa tion bodies to accept EW Cs by limiting clearly 
their sphere of competence, thereby facilitating the crea tion of new EWCs, 
• Allow the development of coherent and linked Community rules. 
The potential risk of bringing up local issues at European level (with a subsequent increase in 
the number of meetings and the associated cost s) where decision-making is centralised would 
nevertheless need to be avoided. CEEP favours agreements at company level to define the 
transnational competence or refers to issues where two or more Member  States are involved. 
AmCham EU is opposed to the inclusion of any provision for consul tation on single-country 
events whether or not decisions are taken outside the affected country. AFEP proposes 
defining transnational competence with referen ce to the effects of a decision and not the body 
taking the decision in order to avoid the risk de scribed. However, this solution may present an 
equivalent risk of any decision with a direct or  indirect impact in other Member States being 
unduly brought before the EWC. 
Trade union and EWC contributions sent to the Commission over the past few years propose 
defining ‘transnational’ as c overing issues going beyond th e powers of decision-making 
bodies in a single Member State. In its answ er to the 2008 consultation, the ETUC proposes 
putting the burden of proof that an issue is not transnational on management. However, this 
provision would constantly oblige companies to ju stify themselves and would be contrary to 
the principle of subsidiarit y. Eurocommerce agrees with th e proposed definition, while 
considering that it requires co-determinati on rules at national level to be adapted. 
In order to take into account as much as possi ble the views of the stak eholders and to avoid 
the various risks, the solution envisaged in th e consultation document ma y be adapted in order 
to provide a definition of transnational competence: 
• based primarily on the effects of a decision;  
• recalling the principle of dialogue ‘at the rele vant level of management and representation, 
depending on the subject under discussion’.  
 
EN 54   EN In exceptional circumstances, where, for example, the decision to close down an 
establishment in a subsidiary is taken by headqu arters and the manageme nt of the subsidiary 
has no major involvement in that decision, the latter principle should  lead to a solution 
enabling a meaningful cons ultation to take place.  
Defining the transnational competence of EWCs goes hand in hand with linking information 
and consultation levels . 
Favouring company-agreed mechanisms for linki ng levels, with, as a fall-back, the parallel 
start of information and consultation pro cesses at national and EWC levels, would: 
• Limit litigation and reduce labour disputes on the timing of consultation at national level. 
The associated costs, as well as the risks of uncertainty and dela ys in decision-making, 
would also be reduced (at present almost 40%  of companies have been challenged by 
employees on who to consult firs t in cases of restructuring), 
• Allow the development of coherent and linked Community rules, 
• Ensure better acceptance and management of change, reduced social  unrest, enhanced 
adaptability and mobility, 
• Increase the interest of na tional representation bodies in EWCs, thereby facilitating the 
creation of new EWCs, 
• Enhance the added value and cost effectiveness of EWCs.  
Trade union and EWC contributions  sent to the Commission over the past few years insist on 
the need to address the uncertainties in the links between the levels of information and 
consultation.  
CEEP supports the proposal. AmCham EU underlin es that companies of American parentage 
have often encountered complexities and conf usion in linking the di fferent levels of 
information and consultation due to a lack of sp ecificity in the Directive and conflicting court 
cases at national level, and that it is critical that the process at Eu ropean level should not 
interfere with but be complementary to the pr ocess at national level.  It would therefore 
welcome confirmation of the approach of parall el or simultaneous cons ultation at the various 
levels as a legitimate method for linking the leve ls. AFEP also agrees with the general aim of 
the measure envisaged and proposes in additio n that the national gr oup works council be 
dissolved where an EWC exists. In order not  to slow down the decision-making process, 
Eurocommerce considers it should not be possi ble to consult at na tional level first.  
These non-controversial measures for the linking of le vels have potentially the most important 
positive impact on both existing EWCs and the creation of new EWCs. 
V. 2 Uncertainties and how impacts may be  affected by changes in parameters  
The position and/or involvement of the social partners might change the content of the non-
regulatory approach and the application of the revised legislation, and therefore its impacts. 
 
EN 55   EN V. 3 Impacts in the EU and outside the EU  
Most impacts would be measured  in the European Union. Howeve r, the impacts of setting up 
and operating EWCs would also be felt outside the EU, as: 
• The Directive fully applies to the EEA states  (Norway, Iceland and Li echtenstein) with 22 
companies falling under the scope of the EWC Directive headquartered in these countries 
and 626 with operations in thes e countries (ETUI-REHS 2006); 
• 562 companies falling under the scope of the EW C Directive are headquartered outside the 
EEA, notably 344 in the United States, 104 in  Switzerland and 56 in Japan (ETUI-REHS 
2006); The Directive only applies to EEA workers, but most of the companies 
headquartered in Switzerland and many companies with operations in that country provide 
for the inclusion of Swiss employ ee representatives in their EWCs59. Companies of 
American parentage account for over 120 of ex isting EWCs. Those comp anies, through the 
American Chamber of Commerce to the Euro pean Union (AmCham EU), have therefore 
expressed their particular inte rest in EWCs and the proposed revision of the Directive and 
wish to contribute to the debate.  
• Companies with an EWC employ on av erage 49 000 employees, including 29 000 
employees in the EEA (EPEC 2008), so the non-European proportion, accounting for 2/5 of the global headcount, is likely to be influenced by the 3/5 European share. 
• EWCs have contributed to the developmen t of social dialogu e including worker 
representatives from candidate  and neighbouring countries, thus  preparing for and helping 
to consolidate the economic and social integr ation of new Member St ates, as observed in 
the case of the 2004 enlargement
60; 19 EWC agreements currently include Turkey in their 
scope, 4 Croatia, 1 FYROM, 3 Serbia, 2 Bo snia Herzegovina, 1 Moldova, 7 Ukraine61. 
• Some of the European Works Councils have become World Works Councils. 
• EWCs play a major role in the signing of global framework agreements on fundamental 
rights and corporate social re sponsibility, the imp act of which extends far beyond the EU. 
Thus, the impact of EU action covers:  
• the building of partnerships and the dissemination of the European model and ‘decent 
work’ policies in non-EU countries, 
• the integration of new Member St ates and candidate countries,  
• the acceptance of internal mark et rules, globalisation and ch anges in international trade 
rules, 
• the development of corporate so cial responsibility policies. 
                                                 
59 19% of EWC agreements include Switzerland in their scope, meaning usually that they include Swiss worker 
representatives (141 EWC agreements out of  762 in the SDA database on 14.05.08).  
60 See in particular studies by the European Foundation fo r the Improvement of Living and Working Conditions- ref. 
I-3. 
61 SDA database 14.05.08.  
 
EN 56   EN V. 4 Potential obstacles to compliance  
Potential incentives or obstacles to compliance are primarily linked to the positions of the 
social partners at European and national levels , contributing either to  promoting or hindering 
compliance. Their involvement in any future action is crucial from this perspective. 
 
EN 57   EN  
SECTION VI: COMPARING THE OPTIONS  
VI. 1 Method for weighing the positive  and negative impacts for each option  
For the three options and for every sub-option of  the third (legislative) option, the following 
elements are taken into account, each being give n an assessment from zero to three, with a 
negative (–) or positive (+) impact , on the basis of the detailed an alysis carried out in section 
V: 
• Ability to achieve the specific objectives  
– to ensure the effectiveness of employees’ transnational information and 
consultation rights in existing EWCs; 
– to increase the take-up rate; 
– to ensure legal certainty in the setting up and operation of EWCs; 
– to ensure a better coherence and in terplay between Community legislative 
instruments on the information and consultation of employees. 
For options 2 and 3 and for every sub-option of  the third (legislative) option, the following 
elements are taken into account, each being gi ven an assessment from zero to three, on the 
basis of the detailed analysis carried out in section V, compared to the baseline scenario of non-EU action (option 1):  
• likely decrease (–) or increase (+) in set-up cost s, operational costs, dispute-related costs, 
non-financial costs for companies. 
• Likely negative (–) or positive (+) economic and social impact. 
As regards the impact on the EU budget, the im pact of options 2 and 3 are taken into account, 
each being given an assessment from zero to three, on the basis of the detailed analysis carried out in section V, compared to the baselin e scenario of non-EU action (option 1):  
• Likely decrease (-) or in crease (+) in the EU budget  
The environmental impact of EU action regardin g EWCs is limited to promoting the inclusion 
of a company’s environmental policies in the topics discussed at EWC meetings and the 
projects that might be developed in this context. It is more positive, but not significantly so, under the second and third options. 
 
EN 58   EN VI. 2 Results of the weighing  
2.a Ability to achieve the specific objectives  
Options Effectiveness of 
information and 
consultation rights 
in existing EWCs  Increase in take-up rate
 Legal certainty in the setting up 
and operation of 
EWCs Coherence and 
interplay between 
directives
 
1.No new EU 
action  + 
Slow improvement  
  
No progress 
  
No progress   
No progress  
2.Non-regulatory approach  ++ 
- Increased 
awareness leading to better practices  - Increased lasting impact and 
additional projects 
to promote best practices - Benchmark for best practices  ++ 
- Increased 
awareness leading to new initiatives - Additional projects to support 
setting up new 
EWCs   
 + 
Guidance to bring 
some clarifications + 
Guidance to 
promote best practices 
3.Review of legislation
 ++ 
- Reinforced role and competence of 
EWCs 
- Increased added value through better relations between EWC and national 
bodies and workers 
-Adapted benchmark rules  
-Possible support by trade unions/employers
 -/++ 
- Increased added value perceived by 
employees 
- Information available to employees to take first steps 
-Clarified 
relationship between national bodies and EWCs -Support by trade unions 
-Increased 
concerns of employers about efficiency of decision-making +++ 
Legal uncertainties 
resolved 
 +++ 
Coherence and 
interplay ensured  
The first option does not meet any of the objectives. Both the second and the third option 
meet the objective of enhancing the effectiven ess of information and consultation rights in 
existing EWCs, by different means. While th e non-regulatory approach will use additional 
promotion of best practices, the legislative op tion will strengthen the role of EWCs through 
clarified rules, notably on the links between in formation and consultation levels. As to the 
objective of increasing th e take-up rate, the non-regulatory op tion is expected to contribute 
through increased awareness of the importan ce of EWCs among stakeholders, while the 
legislative option will encourage employees  to set up EWCs in addition to national 
representation structures, as they will perceive more clearly their value added. However, this 
 
EN 59   EN option may also increase the opposition by employers  to the extent that they may perceive 
risks (e.g. delays) in the decision process as a result of their strengthened role. Finally, the 
legislative option is clearly superior in mee ting the objectives of le gal certainty, coherence 
and interplay between directives.  
The ability of every sub-option under the third (legislative) option to achieve the specific 
objectives is detailed in Annex 4. Overall, all the ten sub-options are expect ed to bring about 
positive outcomes as regards the four objectives considered. One exception is the first sub-option (lower thresholds) , which will reduce the take-up rate measured over the entire new hypothetical scope of application of the Direct ive (transnational companies with more than 
500 employees) . It is also debata ble the extent to which some of the sub-options may or may 
not contribute to the objective of increasing the take-up rate, as they wi ll perceived differently 
by employees and employers. 
2.b Likely impact on costs fo r companies and on EU budget  
Options 
Set-up 
costs Operational costs
 Dispute-related costs Non-financial costs
 EU Budget 
2.Non 
regulatory 
approach  - 
- Funding 
of projects 
limits need for costly legal 
expertise  + 
- Benchmark 
for more 
costly best practices 
 - 
- 
Clarifications 
and guidance-/+ 
-Better preparation 
and anticipation 
-Raised employee expectations ++ 
-Immediate 
impact: 
communication costs (1 mil. €/year) - increase 
funding for 
EWC projects (indicative €1.2 million for 10 new annual 
projects)
 
3.Review of 
legislation
 - 
- Support 
by trade 
unions/employers limits need for 
costly 
expertise 
 -/++ 
- Direct cost of 
training for 
20% of EWCs - Benchmark for more costly fall-
back 
provisions, save for select committee instead of plenary 
- Saves costs 
of lack of interplay between levels and lack of 
anticipation --- 
-Saves high costs linked 
to social unrest (strikes, level of 
redundancy 
payments, etc.) -Saves costs of additional meetings and 
legal fees in 
the event of disputes 
 ---/+ 
-Saves high costs 
linked to the absence 
of anticipation and to social unrest (acceptance of change, corporate 
culture, image of 
company)  -Raised employee expectations and coordination -Different impacts on 
decision-making 
(need to take employees’ opinion into account but fewer delays due to 
disputes and 
interplay)
 + 
- Indirect impact 
on commitments 
through increased interest in EWCs and monitoring 
by social 
partners 
 
 
EN 60   EN The second and the third option diminish set-up costs as they bring th e expertise needed by 
companies at a lower cost than what is available on the market62. They both lead to a limited 
increase in operational costs, mainly through higher benchmark. They both diminish dispute-
related costs, the third (legislative) option having a higher impact through saving important 
costs linked to social unrest and legal proceedings . The third option is superior in diminishing 
non-financial costs, mainly through its impact  on better anticipation, acceptance of change 
and social climate and legal certainty. While the non-regulatory approach will have a direct effect on the EU budget, which will have to be  increased in order to cope, first, with 
communication costs and, in a second stage, w ith a an increase in the number of funded 
projects
63, the legislative approach will have only an indirect impact, to the extent that the 
interest produced by the revision of the Directiv e and the increase in take-up rate are expected 
to generate more and bette r projects in the future.  
The detailed impact of every sub-option of the third (legislative) option on the different costs 
is detailed in Annex 4. The first sub-option (low er thresholds) leads to a significant increase 
in all company costs. As the extension of EWCs to companies in the range 500-1000 
employees will affect SMEs, and costs tend to be invariant with size, it can be claimed that 
this sub-option will increase compliance costs for SMEs more than proportionally, and is 
therefore contrary to the objective of the Small Business Act. The second sub-option 
(registration) leads to more se t-up and non-financial costs while  diminishing dispute-related 
costs. The information of social partners at the start of negotiation to establish new EWCs 
(included in sub-option 3) co uld help meet the same objectives while being more cost-
effective. All other sub-options contribute to diminishing all or most categories of costs, 
particularly the seventh (adaptation clause) a nd the tenth sub-option ( linking levels) as they 
have an important impact in lowering dispute- related and non-financial costs. The third (SNB 
and negotiation), fifth (role of trade unions) and sixth (subsidia ry requirements) sub-options 
lead however to limited increase in operationa l costs, mainly through the benchmark for more 
costly practices, while diminishing set-up or dispute-related costs.  
As a result, the non-regulatory approach an d sub-options 3 to 10 under the legislative 
approach globally diminish costs, whereas the first (lower thresholds ) and second sub-option 
(registering agreements) globally increase them. 
2.c Likely economic and social impact  
Options Economic impact  Social impact  Environmental impact 
2.Non-
regulatory 
approach  + 
Improved anticipation and 
acceptance of change  
 ++ 
Benchmark for well-
functioning dialogue, 
anticipation and management of restructuring
 + 
Invitation to address 
environmental policies in 
EWCs 
                                                 
62 See table on operational costs in II.1 – for example, assistance by trade unions cost on annual average € 
3 500 while other expertise cost € 143 700. 
63 The increase in the number of projects will have ma inly an impact upon the EU budget as the projects 
are supported up to the level of 80% of eligible costs. 
 
EN 61   EN 3.Review of 
legislation  -/++ 
Improved anticipation and acceptance of change at 
company and territorial 
level 
Saves high costs related to 
social unrest and unaccompanied restructuring 
Some additional costs for 
companies 
 +++ 
Effective information  
Improved capacity to 
adapt through 
anticipation 
Involvement of 
employees in strategic corporate decisions and preparation of 
restructuring measures, 
Quality of social dialogue + 
Environmental policies 
part of topics for EWC 
information and 
consultation  
Both the second and the third options have limited positive economic impact, mainly through 
improved anticipation and accep tance of change and envir onmental impact through the 
inclusion of environmental policies in the topi cs dealt with by the EWCs. The most positive 
impact of both options lies in the social ar ea: improved capacity to adapt to change and 
improved social dialogue.  
VI. 3 Added value of EU action  
The three options identified do not go beyond what  is necessary to ensure more effective 
transnational information and consultation right s for workers and more coherent Community 
legislation, which Member States  cannot achieve on their own. In particular, adaptation to the 
particular needs of each situation is possible through the priority given to negotiated solutions, 
and the proposed legislative review will focu s on resolving actual identified problems and 
reinforcing effectiveness, wh ile avoiding unnecessa ry burdens on busine ss and providing 
flexible solutions. 
Within option 3, however, sub-option 1 (loweri ng thresholds) would not meet the objectives 
and not be a proportionate solution.  
VI. 4 Ranking the options  
The options are ranked as follows:  
(1) The third option Review of existing legislation  is the most able generally to achieve the 
four stated objectives and yield the most  significant economic and social benefits. 
Additional operational costs for companies are limited and seem generally more than compensated by savings. Within this legisla tive approach, however, sub-options 1 and 
2 (respectively lowering the threshold a nd registering EWCs) do not demonstrate 
sufficient cost-effectiveness, as benefits s eem to be outweighed by costs especially for 
SMEs. The objectives of Sub-option 2 (regis tering agreements) could be achieved by a 
voluntary mechanism (of the responsibility of the social partners) not entailing 
administrative compliance costs. . None of the remaining sub-options 3 to 10 shows 
globally a negative impact on costs. Asnone  would bring a radical change to the 
present rules governing EWCs nor be sufficient by itself to achieve the desired objectives they should therefore be implem ented together. The content of some of 
 
EN 62   EN these sub-options has been adapted to take into account the results  of the consultation 
exercise, as well as the interest of the vari ous stakeholders. Particularly the content of 
the subsidiary requirements, the protecti on clauses (including sanctions) and the 
definition of the transnational scope have been reviewed in order to minimize the 
concerns that employers may have about the effects of the new rules on the length and complexity of the decision-making procedures  inside the companies. In any case, the 
revised Directive should allow for regular monitoring of th e effects of the new rules 
particularly on these grounds. 
(2) The second option Non-regulatory approach — additional promotion of best practice  
presents some economic and social benefits , without entailing compulsory additional 
costs for companies. It entails a direct in creasing effect on EU budget, but of a very 
limited relative scale. However, by nature , the option can addres s only to a limited 
extent the objectives of legal certainty a nd coherence in Community  legislation and is 
therefore inferior to the legislative appr oach. Also, given the extent of activities 
already undertaken in this  area, under the budget heading 04.030303, additional non-
regulatory measures cannot be expected to bring about immediate, spectacular results. 
Priority in planning should be given to co mmunication actions in order to raise interest 
for EWCs and their potential, and then re inforce budget credits for supporting a larger 
number of projects.  
(3) The first option No new EU action  does not present any ability to meet the specific 
objectives. 
VI. 5 Preferred option
 
The preferred option is the third option Review of Existing legislation , excluding sub-options 
1 (lower thresholds) an d 2 (registering of agreements), combined with awareness-raising 
actions from the second option Non-regulatory approach — additional promotion of best 
practice , starting with communication actions.  
The likely overall impact of the combination of options 2 and 3 would be to improve the 
quality of dialogue within companies and enable  all parties to better anticipate and manage 
change, while imposing some additional direct co sts. However, it is difficult to see this 
entailing significant additional costs for compan ies already complying with the requirements 
and aims of the existing Directiv e. The initiative would also c ontribute to making the existing 
Community instruments on information and consultation more coherent (same definitions, interplay between national and transnational rules) 
 
 
EN 63   EN SECTION VII:  MONITORING AND EVALUATION  
VII. 1 Core indicators of progre ss towards meeting the objectives 
The core indicators of progress towards meeting the objectives are as follows: 
• to ensure the effectiveness of employees’ tr ansnational information and consultation rights 
in existing EWCs:  
– the proportion of EWCs consulted before a restructuring decision is made public 
– the proportion of trained employee representatives 
• to increase the take-up rate  
– the proportion of companies falling with in the scope of the Directive having 
established EWCs (take-up rate) 
– the number and proportion of workers represented through EWCs 
• to ensure legal certainty in the setting up and operation of EWCs:  
– the number of renegotiated agreements 
– the proportion of companies challenged  by employees on the levels of 
consultation 
• to ensure better coherence and interplay betw een Community legislative instruments on the 
information and consultation of employees: 
– the number of EWC agreements on the lin king of information and consultation 
levels. 
VII. 2 Outline for possible monitoring and evaluation arrangements 
In order to monitor and evaluate the progre ss towards meeting the objectives, the following 
measures may be envisaged: 
• Continued updating of database on EWC agreements, 
• Monitoring of litigation on EWCs to be continued, 
• Regular and consistent company surveys on timing of consultation in cases of 
restructuring, on training a nd on internal challenges, 
• Normal monitoring of Community  legislation by the Commission. 
 
EN 64   EN ANNEX 1- EUROPEAN WORKS COUNCILS — COMPLIANCE AND FIGURES  
Compliance with the Directive 
Council Directive 94/45/EC concerning Europe an Works Councils, extended to the United 
Kingdom by Council Directive 97/74/EC, and adapted by Directive 2006/109/EC by reason of 
the accession of Bulgaria and Romania to the EU, provides for the information and 
consultation of employees in Community-scale undertakings and groups of undertakings, i.e. 
undertakings and groups of undert akings having at least 1000 employees within the Member 
States and at least 150 employees in each  of at least two Member States.  
The European Works Councils Directive has b een implemented in all 30 states of the 
European Economic Area (27 EU Member States , Norway, Iceland and Liechtenstein). All 
have adopted national implementing measures that  are quite similar and close to the text of 
the Directive. 
Negotiations for the establishment of a Euro pean Works Council or an information and 
consultation procedure in any Community-scale undertaking or group of undertakings may be 
initiated on the initiative of central management or at the written request of at least 100 workers or their representatives in at least two undertakings or establishments in at least two 
different Member States. Until such an initiati ve or request is forthcoming, there is no 
obligation to set up a European Works Council. 
Companies affected by the Directive and established European Works Councils 
As there is no registration mechanism, there are no official data on European Works Councils 
or on the companies covered. Data are collected by the trade unions and the databases are monitored at European level by the ETUI-REHS and the SDA. 
According to the most recent data
64, EWCs were present and activ e in 829 companies in early 
March 2008 and negotiations on the setting up of EWCs were ongoing in 30 additional 
companies. EWCs that were dissolved or merged  with another were reported in 33 companies. 
The EWCs had been set up or renewed through a total of 1265 agreements.  
In 200765, 2257 companies employing 24 million workers fell within the scope of the 
Directive. European Works Councils were ope rating in 816 companies (36% of companies 
covered) with some 14.5 million employees (62% of employees covered). 
The most comprehensive and detailed data66 go back to 2005 (see table for detailed data). Out 
of the 2204 relevant companies employing 23.6 million employees in 2005, 20% were headquartered in Germany, 16% in the US A, 12% in the UK and 10% in France.  
Of these companies, 772, employing 14.45 million workers, had established European Works 
Councils, i.e. 35%, covering 61% of the workfo rce. The proportion of companies with an 
EWC compared to the companies covered by th e Directive per country of ownership — in 
                                                
 
64 ETUI-REHS EWC database, http://www.ewcdb.eu/ . Consulted on 7.3.2008.  
65 ETUI-REHS Benchmarking working Europe 2007.  
66 Kerkhofs, P., European Works Councils facts and figures 2006, ETUI-REHS, Brussels, 2006. 
 
EN 65   EN decreasing order — is highest (at least 40%) for companies headquartered in Norway, 
Belgium, Sweden, Finland, UK, Denmark and Luxemburg and lowest (less than 30%) for 
companies headquartered in Germany, Canada, Greece, Spain, Ireland, Portugal, Hungary, Austria, Czech Republic and Poland. 
Particularly relevant for the information and c onsultation of workers is also the proportion of 
companies with an EWC among those operating in a particular EEA Member State. For example, 777 companies falling within the scope of  the Directive have operations in Sweden 
and, of these, 414 have established EWCs. Sim ilarly, 819 companies cove red by the Directive 
have operations in Poland and 425 of them have  established EWCs. Over half of relevant 
companies with operations in the new Member States have set up EWCs (see table for details). 
The number of companies with an EWC has grown over the years: 
 
More than the country of owners hip, size is a major factor in th e variation in the presence of 
EWCs. 61.3% of relevant compan ies with a workforce larger than 10 000 employees have 
EWCs, compared with 43.3% of companies with 5000 to 10000 employees and only 23% of 
companies with fewer than 5000 employees. 
 
EN 66   EN  
 Companies 
covered by 
Directive and 
headquartered in 
country  Companies 
headquartered in 
country with 
established 
EWCs Companies 
covered by 
Directive and 
operating in 
country Companies 
operating in 
country with 
established 
EWCs 
Austria 46 17 786 394
Belgium 72 39 1085 556
Cyprus 0 0 65 33
Czech Republic 8 0 636 333
Denmark 60 24 666 357
Estonia 0 0 181 101
Finland 64 28 503 283
France 210 79 1539 676
Germany 450 123 1753 697
Greece 5 1 358 221
Hungary 12 1 662 337
Iceland 0 0 50 27
Ireland 43 6 560 297
Italy 66 25 1118 546
Latvia 0 0 155 84
Liechtenstein 0 0 20 9
Lithuania 0 0 162 87
Luxembourg 5 2 274 152
Malta 0 0 56 29
Netherlands 133 51 1182 556
Norway 22 14 556 308
Poland 11 0 819 425
Portugal 9 1 617 335
Slovakia 0 0 340 199
Slovenia 0 0 185 108
Spain 41 6 1167 563
Sweden 120 57 777 414
UK 265 109 1556 660
EEA Total 1642 583  
  
Australia 8 3  
Canada 16 4  
Japan 56 21  
Russia 4 0  
South Africa 6 2  
Switzerland 104 37  
USA 344 120  
Other 24 2  
Non-EEA Total 562 189  
  
TOTAL 2204 772  
Source: Kerkhofs, P., European Works Councils , facts and figures 2006, ETUI-REHS, Brussels, 2006 
 
EN 67   EN There is also a direct relationship between the degree of internationalis ation of a company and 
the likelihood of an EWC being established. Lo oking at the number of  EEA countries where 
companies covered by the Directive are operati ng, it appears that 12% have operations in 15 
or more countries (high inte rnationalisation), 21% in 10 to  15 countries, 32% in 5 to 9 
countries and 34% in 2 to 4 countries (limite d internationalisation). The percentage of 
relevant companies with an EWC is 65% where internationalisation is the highest, decreases 
with the decrease in the number  of countries of operation, and falls to less than 20% where 
internationalisation is lowest.  
As the number of companies falling within th e scope of the Directive has increased since 
2000 (the increase between 1998 and 2000 is more likely to be due to improvements in the 
database), the slow increase in the number of  companies with EWCs did not lead to an 
increase in the take-up rate, which ha s remained at around 35% of companies. 
Evolution in the take-up rate of EWCs
05001000150020002500
1995 1998 2000 2002 2004 2006 2008Number of companies
0%5%10%15%20%25%30%35%40%45%50%
Companies identified as falling within the scope of the directive
Companies with EWCs
Take-up rate
Take-up rate
 
Source: ETUI-REHS Benchmarking working Europe 2008 
As regards the distribution among sectors, an overview of the agreements establishing EWCs 
is given in the chart below. The metal, services  and chemicals sectors are the most significant 
in terms of the number of companies falling within  the scope of the Directive (see table). The 
first two are also the most significant as regard s the workforce covered by the Directive. Over 
70% of the relevant workforce is actually re presented by EWCs in the metal and chemicals 
sectors, over 60% in the food, hot el and catering sector and in  the building and wood sector, 
over 50% in the services sector, whereas representation is less than 40% in the textile and transport sectors. The differences may be primarily  attributed to the variation in the size of the 
companies concerned. 
 
EN 68   EN  
 Companies 
covered by the 
Directive Companies 
with 
established 
EWCs Proportion of 
companies 
with 
established 
EWCs Workforce 
in 
companies 
covered 
(million) Proportion 
of workforce 
represented 
Metal 735 302 41% 8.0 71%
Chemicals 437 177 41% 3.7 72%
Services 595 143 24% 8.0 55%
Food, hotel, 
catering 241 92 38% 2.7 65%
Building and 
wood 193 73 37% 2.3 63%
Textile 96 25 26% 0.3 37%
Transport 81 19 25% 1.1 29%
Source: Kerkhofs, P., European Works Councils  facts and figures 2006, ETUI-REHS, Brussels, 2006 
 
 
EN 69   EN ANNEX 2- LESSONS LEARNED ON EUROPEAN WORKS COUNCILS  
by European social partners UNIC E, CEEP, UEAPME, ETUC, April 2005 
Introduction  
Ten years ago, the Council adopted  Directive 94/45/EC on the establishment of a European 
Works Council (EWC) in Community-scale u ndertakings and Community-scale groups of 
undertakings. Eight years after the deadline for transposition of the Directive at national level, 
companies and workers that have put in place EWCs report the positive role these bodies can 
play in improving the information flow be tween workers and management, allowing for 
consultation of workers on relevant cross-bor der issues affecting the group, developing a 
corporate culture in transnational groups a nd gaining acceptance fo r necessary change. 
Reference was also made to the cost and complexity of organising transnational information and consultation in such European structures. 
Today, some 750 transnational companies or groups have established EWCs or similar 
bodies. This represents approximately 45% of  the companies or groups of companies and 
about 70% of the employees potentially concer ned. The majority of agreements establishing 
EWCs were concluded before 1996, on the basis of Article 13 of the Directive, which allowed 
greater flexibility to workers and manageme nt to design and operate procedures for 
transnational information and consultation in th eir company. In the meantime, a number of 
these agreements have been renegotiated. 
Since May 2004, the EWC Directive has been a pplicable in the 10 new Member States. 
Enlargement is a major challenge for groups an d companies operating in both the old and new 
Member States which are now enlarging their EWCs or seeking to establish transnational 
information and consultation bodies as they now fall under the scope of the Directive. 
Building on the work programme for the Eur opean social dialogue 2003-2005, which foresaw 
the organisation of a seminar on the enlarg ement of EWCs, and af ter the first-stage 
consultation of the Social Partners by the Commission in April 2004, UNICE/UEAPME, 
CEEP and ETUC decided to discuss the functio ning of EWCs in the enlarged European 
Union on the basis of practical case studies.  Examples of the nine company-case studies 
presented during two social di alogue seminars in September and October 2004 are attached. 
The lessons learned
 
On the basis of these case studies, ETUC,  CEEP and UNICE/UEAPME drew the following 
lessons.  
1. EWC: a useful tool to organise tr ansnational information and consultation.  
Practice shows that EWCs can help management and workers to build a corporate culture and 
adapt to change in fast-evolving transnationa l companies or groups, when changes concern 
the group’s strategy and affect sites in several countries. 
In a context of globalisation and ongoing technological innovati on, companies and workers in 
all European countries are confr onted with continuous and rapid change in the organisation of 
work and production. The existence of a good soci al dialogue climate of confidence and a 
 
EN 70   EN constructive attitude to change are key factors which may contribute to ease the management 
of change in companies and to prevent or lim it possible negative social consequences when 
more far-reaching restructuring is necessary. 
2. Mutual trust  
The establishment of a climate of mutual  trust between management and workers’ 
representatives in the EW C is important for a good functioning of this body. 
Clarity in procedures is important to create the basis for this mutual trust. Some companies, in 
the agreement creating the EWC, have develope d fairly detailed rule s on the kind of and 
moment at which information is given to this body. Others have chosen to function with broad 
rules and entrusted a restrict ed steering committee with th e task of recommending how to 
handle information and consulta tion on a particular issue. 
Adopting a pragmatic approach on both sides to the operation of the EWC, developing 
informal relations between the management an d worker representatives in the EWC or the 
restricted steering committee, plays a crucial role. 
Openness on the side of management to rel easing information at an early stage and a 
constructive attitude in the search for soluti ons on the workers’ side are also important. 
3. Understanding complex issues  
The ability to understand complex issues disc ussed in the EWC determines the quality in 
communication. Investing in language as well as  technical/content training helps to optimise 
the functioning of the EWC and to reduce overall functioning costs. Ensuring the efficiency of 
such training actions is essential. 
Some agreements foresee the worker representatives to be assisted by experts, helping them to 
analyse and discuss the group’s strategy, financial situation or consequences of decisions and 
to formulate their proposals and opinions. 
4. Reconciling different cultures  
Finding ways of reconciling different nationa l industrial relations practices, occupational 
traditions and addressing an increasingly diverse workforce is a constant challenge. As part of their efforts to see the EWC play a positive role in developing a common approach in companies undergoing rapid internationalisation,  some agreements have been negotiated and 
signed by European sectoral fe derations only. In some cases , they were co-signatories 
alongside companies’ workers’ representatives or their experts played an informal but 
important role in facilitating th e synthesis of different cultures  during the negotiation process. 
In other cases, priority was given to wo rking exclusively with designated worker 
representatives within the companies. 
5. Ensuring ownership of the EWC by the workforce
 
All the case studies demonstrated that ensuring a real sense of ownership of the EWC by the 
whole workforce was a considerable challenge. Ho wever, the practical issues to be addressed 
varied depending on the structure of the company, the range of its activit ies, its geographical 
coverage and possible numeric dominance of the workforce of some countries, the existence 
of a restricted steering committee, the dissemin ation of EWC activities, the possible role of 
European sectoral federations or  other external experts, etc. 
 
EN 71   EN 6. Difficulty of identifying worker re presentatives in new Member States  
Some companies have anticipated the enlargem ent of their EWC and do not seem to have 
encountered insurmountable difficulties in id entifying worker repres entatives from those 
countries. However, other companies curren tly seeking to enlarge their EWC report 
considerable difficulties in identifying worker representatives in the new Member States in 
which they operate. 
7. Managing multiple layers of information and consultation  
A complexity encountered by both management a nd worker representatives is to organise 
meaningful information and/or consultation w ithout creating undue delays and uncertainties. 
The necessary respect of obligations arising fr om the legislative and contractual framework 
on worker information and consultation as well as  confidentiality requirements influence the 
information and consultation proce ss. Tensions can also arise from the fact that even if some 
decisions on the strategy of the group are take n at European level, managing its social 
consequences remains local and governed by national rules. 
8. The good functioning of EWC is an evolving process  
All case studies underlined that the good func tioning of EWCs is a learning and evolving 
process through fine-tuning over the years.  Creating a good working atmosphere and 
functioning in an EWC requires time, openness a nd efforts from both sides, notably to 
overcome possible misunderstandings and tensions  due to differences in national situations 
and social dialogue tr aditions across Europe. 
 
EN 72   EN ANNEX 3- RESULTS OF THE 2008  SECOND -STAGE CONSULTATION OF THE 
EUROPEAN SOCIAL PARTNERS ON THE REVIEW OF THE EUROPEAN 
WORKS COUNCILS DIRECTIVE 94/45/EC 
Consultation process 
On 20 February 2008, the Commission adopted  document C(2008) 660 launching the second-
stage consultation of the social partners in accordance with Articl e 138(3) of the EC Treaty on 
the content of a possible Community initiative to revise Directive 94/45/EC on European 
Works Councils (EWCs) and inviting them to negotiate in accordance  with Articles 138(4) 
and 139 of the Treaty. The consultation lasted for six weeks, ending on 3 April 2008. 
Positions of the European social part ners on the opening of negotiations 
On 20 February 2008, in a press release, the European Trade Union Confederation (ETUC) 
welcomed the Commission’s initiative launche d the same day and its Deputy General 
Secretary declared that  ‘The ETUC will be ready for a subs tantial and rapid negotiation. But 
we will not accept the employe rs playing for time’.  
On 2 April, the European employer organi sations BusinessEurope, CEEP and UEAPME, 
‘considering that the European social partners  are best placed to ad dress this legislative 
review effectively’, declared they were ‘looki ng forward to the openi ng of negotiations on 
European Works Councils’ with the objective ‘t o agree on amendments to the EU legislative 
framework, which will help improve the function ing of EWCs in practi ce’. On the same day, 
the European Trade Union Confederation (ETUC) , considering its objec tive ‘to see action to 
revise the Directive during the lifetime of this Commission and this Parliament’, declared it was ‘ready to negotiate but only on a basis which includes a tight timetable and a quick 
conclusion of the talks’.  
On 3 April, the sectoral employers’ organi sation European Banking Federation EBF awaited 
‘with interest the decision of the social part ners on whether to open negotiations and would 
hope to make a positive contribution to the deba te over the next few months’. The same day, 
EUROCOMMERCE declared it had ‘no objections to start negotiations at EU level’ but 
considered ‘it should be made  possible to benefit from an open-ended social dialogue and 
negotiation procedures’ and felt there was a risk of not having ‘fair and balanced 
negotiations’. On 10 April, CEC European Manage rs expressed its ‘wish that European social 
partners start a negotiation procedure on the basis of the Commission’s proposals and of 
CEC’s responses’ and ‘to actively take part to the negotiations  within the drafting group’. 
On 11 April, claiming it had made ‘serious e fforts to allow a social  dialogue solution’, the 
ETUC concluded it was ‘not ready for negotiati ons within the framework of the social 
dialogue’ considering ‘the time constraints and the depth of differences with the employers’ 
and counted on the Commission to present a revised Direc tive. On the same day, 
BusinessEurope, CEEP and UEAPME regretted ‘t he decision made by the ETUC to reject the 
opening of negotiations’, recalled their comm itment, good will and ‘mo tivation to find an 
agreement with ETUC’ but that ‘employers could not agree to open pre-negotiations without 
involving all affected employers’ organisations and their respective members in a democratic 
process’, and asked the Commission to make it s ‘best efforts to enable a social dialogue 
solution’ and in the meantime not to ente r into a legislativ e process by itself. 
 
EN 73   EN On 30 April, the Commission launche d a last call to the social partners, inviting them to make 
their best efforts to negotia te on European Works Councils . A few days later, it was 
confirmed that there would be no such negotiations. 
Responses from the European social partne rs consulted under Article 138 of the EC 
Treaty 
In addition to the above-mentioned responses  regarding the opening of negotiations, the 
Commission received six contributions from th e European social partners consulted under 
Article 138 of the Treaty. 
CEEP, the European centre of enterprises with  public participation and of enterprises of 
general economic interest, underlined that “the  existence of good, constr uctive social dialogue 
can have an important role to play in managing the impact of change, including that resulting 
from transnational restructuri ng” and that “effective informa tion and consultation, without 
hampering the process of company level decision  making is important” to achieve this result. 
It commented on the proposals (see table). It broadly supported, with some suggestions, the 
envisaged proposals for the concepts of in formation and consultation, the role and 
competence of employee representatives, the adap tation clause and the linking of levels. It 
opposed any measure giving the EWC a legal pers onality and a negotia ting role. It proposed 
other solutions for the role of  trade unions and transnational competence. In addition, it 
proposed a threshold to hold a seat on the Speci al Negotiating Body and to  shorten the period 
of negotiation to adapt existing agreements. 
HOTREC, on behalf of the hospitality industry, stre ssed that ‘there is no need for a revision of 
the Directive’, which, ‘as it currently stands (…) provides companies and employees with a 
sufficient framework for efficient consultation’. 
The European Banking Federation, EBF, stressed  the importance of EWCs for the banking 
sector and ‘the need for flexibility in re sponding to economic and t echnological change’. 
EUROCOMMERCE insisted ‘on the principle that  social partners at company level need a 
maximum of flexibility to agree solutions best  suited to their own ci rcumstances’ and made 
detailed comments on the envisaged proposals (s ee table). It supported those relating to the 
role and competence of employee representative s and to the transna tional competence of 
EWCs. It opposed those relating to the concepts  of information and c onsultation, the content 
of subsidiary requirements, the role of trade unions and the protection of rights. It proposed 
another solution for the linki ng of consultation levels. 
ETUC shared the Commission’s view that ‘substant ial changes in the legislation are needed if 
EWCs are to play their appropr iate role on the ongoing process of  European integration’ and 
made detailed comments on the envisaged propos als (see table). It br oadly supported, with 
some suggestions, those relating to the concepts  of information and consultation, the role of 
trade unions, the role and competence of employ ee representatives, the protection of rights, 
the adaptation clause, and the responsibilities of management. It opposed part of the proposal 
regarding the composition of the Special Negotia ting Body. It proposed ot her solutions for the 
content of the subsidiary requirements and tran snational competence. In  addition, it proposed  
• Lowering the thresholds from 1000 to  500 and from 150 to 100, respectively 
• Deleting the exemptions for merchant navy crews and ideological guidance  undertakings 
 
EN 74   EN • Specifying more precisely the definition of controlling undertaking  to cover, for example, 
joint ventures, franchise companies and monopsonies 
• Making possible the opening of nego tiations by trade union federations 
• Reducing the negotiation period from 3 years to one, with a possible ag reed extension of 6 
months 
• Applying the subsidiary requirements where ne gotiations are not resumed 4 months after 
the last negotiating meeting 
• Establishing majority rules for an agreemen t to be concluded: absolute majority of 
members as well as of employees from at least two Member States 
• Deleting the possibility to agree on a pro cedure instead of a body for information and 
consultation 
• Including expertise and opera ting expenses within the compulsory items for an Article 6  
agreement 
• Promoting equality between men and women in the composition of EWCs 
• Defining a procedure for agreement on decision-making rules within the EWC and fall-
back provisions 
• Specifying more precisely the definition of confidential in formation and placing the burden 
of proof on the company 
• Providing for a decision to be abandoned if in formation and consultations rights have been 
violated 
• Defining more precisely the protection of employees, as  in Directive 2001/86/EC 
• Providing for the cost of legal assistan ce and court proceedings to be borne by 
management 
• Making all EWC agreements accessible in a public register. 
CEC European Managers considered ‘a consolid ation of the EWC role can only take place if 
executives and managers are adequa tely represented with in it’. It proposed different solutions 
to ensure executives and managers are repr esented, informed and consulted, such as 
compulsory inclusion in nationa l delegations with at least th ree representatives or in the 
national delegation of the country with the highe st number of executives, the establishment of 
specific committees for managers, an obligation to take into account the interests of the 
managers within EWC discussions and the righ t for the negotiating body to be assisted by 
managers’ representatives. CEC made deta iled comments on the envisaged proposals (see 
table). It broadly supported, with some suggestions , most of the proposals, except for the role 
of trade unions, the composition of the Special Negotiating Body, and transnational 
competence, where it proposed othe r solutions. In addition, it proposed 
• Making possible the opening of negotia tions by trade union federations  
• Removing the limit of one expert on the Special Negotiating Body 
• Defining more precisely the content, level and timetable for information to be 
communicated to the EWC 
 
EN 75   EN • Guaranteeing the communication of documents in  several languages, for example the three 
main languages spoken in the group 
• Specifying that confidentiality is applicab le vis-à-vis third pa rties but not between 
employee representatives and authorising the EWC to create a website 
• Introducing an early warning pr ocedure for the supervisory boa rd in the event of severe 
deficits in information and consultation. 
Contributions from other stakeholders 
The Commission also received eleven other c ontributions in response to the consultation 
document: four from employers and companies and seven from trade unions and European 
Works Councils. The Confederación Empresarial Española de la Economía Social (CEPES) considered that the specificit ies of companies in the social  economy should be taken into 
account and their organisations c onsulted. The other contributors shared the main orientations 
of the envisaged proposals and made suggestions  for reviewing some of them and removing 
or adding others. 
Employers and companies: 
• The Association Française des Entreprises Privées (AFEP — French private companies) 
commented on the proposals (see  table). It broadl y supported, with some suggestions, the 
envisaged proposals for the concepts of in formation and consultation, the role and 
competence of employee representatives, the ad aptation clause and the linking of levels. It 
opposed any measure in the subsidiary requir ements giving the EWC a negotiating role. It 
proposed other solutions for the role of tr ade unions, transnationa l competence and the 
transitional provisions. In addi tion, it proposed reinforcing the role of the select committee 
to deal with specific circumstances and re gulating the use of e xpertise by agreement 
• The American Chamber of Commerce to the European Union (AmCham EU) expressed its 
interest in EWCs and the proposed revision of  the Directive since a substantial number of 
its member companies had EWC agreements and recalled that companies of American 
parentage accounted for at least 130 of the total 820 EWCs. It st ressed the need for flexible 
solutions ‘preserving the speed of deci sion-making processes that enable these 
undertakings to compete in the global econo my’. It commented on the proposals (see 
table). It broadly supported, with some sugge stions, the envisaged proposals for the role 
and competence of employee representatives, th e responsibilities of local management, the 
composition of the SNB, the expression of opi nions and the inclusi on of new subjects in 
the subsidiary requirements, the adaptation clau se, the linking of leve ls and the transitional 
provisions. It firmly opposed any measure th at could be associat ed with collective 
bargaining or creating an obligation to reach an agreement, a predefined role for experts, as 
well as a definition of transnational competen ce for EWCs that could sanction consultation 
on single-country events whether or not the decision is taken out side the affected countries. 
In addition, it favoured company-level agreements over a definition of information and consultation going beyond the present defini tions, the definition  of exceptional 
circumstances so as to favour anticipation, the content and modalities of training, and 
proposed reinforcing the role of the select committee. 
• The company Generali shared its experience an d comments in detail on the consultation 
document, considering that the changes envisa ged to the Directive and the amendments to 
 
EN 76   EN the EWC agreement go in the same direc tion and suggested em powering the select 
committee. 
Trade unions and European Works Councils 
• NFU Finance, the Confederation of Nord ic Bank, Finance and Insurance Unions, 
emphasised how consultation was understood in  the Nordic context, as mandatory with 
opinions taken into account before decisions ar e made. It proposed provisions for ensuring 
the legitimacy of employee representatives, organising network meetings between employees, establishing that the burden of proof regarding confidentiality and non-
transnational character rests with manageme nt, and having decisions taken without proper 
consultation declared null and void 
• Finansforbündet, the Swedish financial se ctor union, focused on the concept of 
consultation and its relationship with the con cept of negotiation in the Swedish context and 
supported the adaptation clause  
• Contributions from European Works C ouncils and company unions at Total, 
HeidelbergerCement, Handelsbanken, and EADS, together with a joint contribution from 
IF, Nordea and Danske Bank, provided detaile d comments based on their experience, 
mostly supporting the measures envisaged and making additional proposals similar to 
those put forward by the ETUC. They especially insisted on the concepts of information and consultation, the number of meetings, access to sites, expertise and training. 
Contributions received ahead of the consultation 
Ahead of the consultation, it should be noted that  stakeholders sent le tters to the Commission 
at the end of 2007 and in earl y 2008 to share thei r experiences, opinio ns and suggestions 
concerning the review of the EWC Directive.  The Commission received 35 letters from: 
• Five organisations representing workers: th e European Trade Union Confederation and 
four European Industry trade union federations in the meta l (EMF), textile (ETUF/TCL), 
services (UNI Europa) and public services (EPS U) sectors, stressing the need to launch the 
process for revising the Directive, notably with regard to the particular situation in their 
sector, and proposing measures along the lin es found in the ETUC’s response to the 
consultation; 
• Six national trade union organisations from Austria (OGB Vida), the Czech Republic (OS 
KOVO), Germany (DGB), Poland (Solidar nosc and OPZZ) a nd the United Kingdom 
(UNISON), describing the need to revise the Directive with reference to the particular 
situation in their country, and proposing m easures along the lines found in the ETUC’s 
response to the consultation; 
• Three German employers’ organisations at cr oss-industry level (BDA) as well as in the 
banking (AGV Banken) and insurance (AVB a nd member companies) sectors, sharing 
their experience of the EWCs and opposing th e Commission’s planned initiative to launch 
a review of the Directiv e, underlining the absence of a need  to do so and that the initiative 
would run counter to the aut onomy of the social partners; 
 
EN 77   EN • Four German companies (Deutsche Bank, Heimbach, Leoni, Renolit), sharing the 
experience with their EWCs and underlining the absence of a need  for revision of the 
Directive; 
• Seventeen European Works Councils (Alcatel -Lucent, Akzo Nobel, BNP, Caterpillar, 
Chemtura, Federal Mogul, GDF, GlaxoSmit hkline, Italcementi, Parker Hannifin, 
Rheinmetall, Riva Group, Seco tools, Securi tas, St Gobain, Volkswagen, Wyeth Farma), 
sharing their experience with EWCs and descri bing the need for revision of the Directive, 
notably as regards the definitions of inform ation and consultation and the other proposals 
found in the ETUC’s response to the second consultation. 
 
EN 78   EN + support - 
opposition 
*Alternative  ETUC CEC CEEP Eurocommerce AmCham EU AFEP 
1.1 Concepts of 
information & 
consultation + Use definition in Dir. 
2001/86 + Use definition in Dir. 
2001/86 + Dir.2001/86 
Without involvement 
in decision making  - Would slow down 
decision-making and 
bring no clarification * To be defined by 
agreement 
- no bargaining + See definition in 
Dir. 2002/14 
1.2 Subsidiary requirements * Select committee up to 5 
mb where EWC has 9 or more mb, right to min. 2 
regular meetings, follow-up 
meeting, facilities, experts, 
interpretation and 
translation as needed, topics: disability, 
discrimination, gender, data 
protection + Use provisions in Dir. 
2001/86 
At least 1 meeting/year 
Define resources for the 
EWC * Response to 
opinion not to delay 
decisions  
- Second ordinary 
meeting and new 
topics to remain voluntary 
- no new meeting as 
no negotiating role 
of EWC  - EWC not to give 
opinions, maintain costs/benefits, limit 
topics addressed, 
maintain definition of 
extraordinary 
circumstances + Express opinion, new 
subjects *anticipatory 
exceptional 
circumstances by 
agreement 
 -no reaching of 
agreement - New meeting not 
with view to reaching an agreement, as 
EWC not a 
negotiating body 
1.3 Role of trade unions + Right of TU to attend 
SNB meetings and EWC 
meetings where required by 
members, full-time officers not to be prevented from 
being EWC members * Agreements with 
signature of European 
federations * TU involvement 
according to need, 
TUs not to be 
members of SNB and EWC as internal 
bodies - No compulsory TU 
role, inadequate 
references to Dir. 
2001/86 * Per agreement, no 
predefined role of 
expert * Only internal TU 
representatives to be 
present 
1.4 Role & 
competence of employee 
representatives + Implies access to sites and 
link between sites, free time for training and costs 
covered, also economic, 
legal & social topics + Explicit topics & 
financing for training, access to sites + Training 
appropriate, reporting back 
important, to be 
linked with rules on confidentiality + Mandatory reporting 
to country of origin, continuing training 
necessary, obligation to 
attend for representatives +Training needed to be 
discussed in EWC *Ways of 
communicating to 
adapt to MS + Training important, 
reporting back to be linked with rules on 
confidentiality 
1.5 Protection of rights + EWC to have legal 
personality and capacity + On condition EWCs 
also represent managerial 
staff - Sanctions national, 
EWC not to have 
legal personality  - Managers to represent 
employees’ interests 
vis-à-vis outside world - Sanctions already 
provided for  
 
EN 79   EN  ETUC CEC CEEP Eurocommerce AmCham EU AFEP 
2.1 Adaptation 
clause + Obligation to renegotiate 
Art. 6 or 13 upon request  + Obligation to have 
single body after M&A  + In case of 
significant changes 
in company structure & on request   
* Shorten 
renegotiating period   +Encourage adaptation 
but Article 13 
agreements to be modified by own 
provisions  
*guidelines on M&As  + Only one EWC after 
M&A but Article 13 
agreements not to be challenged 
2.2 Responsibility management + European TU federations 
entitled to request info + European managers 
federations entitled to request info 
+  + provided no 
confusion or unnecessary burden  
2.3 Composition 
of SNB, negotiation - No grouped or indirect 
representation but OK to remove maximum limit on 
SNB * Representation for 
managers + With threshold for 
holding a seat at SNB  +  
3.2 
Transnational competence * Burden of proof on 
management that issue is non-transnational * Use definition in Dir. 
2001/86 * To define per 
agreement, or where to or more Member 
states are concerned + But requires 
adaptation of codetermination rules at 
national level *Significant impact on 
employees in at least two countries, no 
competence over single 
country * Refer to effects of 
decision and not to its origin 
3.3 Linking levels  
+ + Linking of levels 
per agreement, 
information to all 
levels at the same time in case of 
transnational 
restructuring * It should not be 
possible to consult first 
at national level, so as 
not to slow down decision-making  + Principle of relevant 
level, confirmation of 
possible parallel or 
simultaneous consultation at 
different levels + Fall-back: parallel 
and autonomous start 
of process 
4 Transitional 
provisions  + As long as 
representation of 
executives & managers 
satisfactory + Revision not to 
require all 
agreements to be 
renegotiated  + With revision 
according to own 
provisions of 
agreements * Article 13 
agreements not to be 
challenged 
 
EN 80   EN ANNEX 4- DETAILED WEIGHING OF OPTION 3 (REVIEW OF LEGISLATION )  
Ability to achieve the specific objectives  
Sub-options in 
option 3 Effectiveness of 
information and consultation rights in existing 
EWCs
 Increase in take-
up rate  Legal certainty in the setting up and operation of EWCs Coherence and 
interplay between directives
 
1.Lower 
thresholds + 
-Easier dialogue in 
smaller companies--- 
-Will lower take-
up rate in the new 
scope  
No progress   
No progress  
2.Registering 
agreements + 
-Benchmark text for agreements + 
-Better access to 
information to ease first steps ++ 
-Clarity and 
transparency of agreement -facilitates monitoring of 
implementation
 + 
-Same provisions 
in SE/SCE  
3.Composition of SNB and negotiation process  + 
-Helps work in 
starting period -Agreements using best practices  
 + 
-Supports start of 
negotiations  
 + 
-Resolves 
uncertainty on composition of SNB 
 + 
-Same mechanism 
as for SE and SCE 
 
4.Protection of rights  ++ 
-Clarifies existence 
of sanctions in cases of non-
compliance 
-Clarifies possibility for EWCs to represent workers’ interests -/++ 
-Information necessary to take first steps 
available 
-Fear of sanctions among employers+ 
-Role of EWC in expressing employees’ 
interests and legal 
standing of EWC clarified
 + 
-Same provisions 
as Framework Directive 
 
 
EN 81   EN  
Sub-options in 
option 3 Effectiveness of 
information and 
consultation 
rights in existing EWCs
 Increase in take-up rate
 Legal certainty in the setting up 
and operation of 
EWCs Coherence and 
interplay 
between 
directives
 
5.Role of trade unions
 ++ 
- Promotion of best practice -Increased added value through 
better coordination 
and relations between EWC and national bodies and workers -Possible support 
for draft 
agreements from trade unions/ employers
 -/++ 
-Provision of information useful to take first steps -Support for 
initiatives by 
workers of subsidiaries -Promotion of EWCs -Fear of trade 
union intervention 
among some employers + 
-Provision of expertise on EWCs  
 + 
-Same provisions 
as for SE/SCE  
6.Subsidiary requirements +++ 
-Benchmark for best practices on responses to 
opinions, 
anticipation, role of select committee
 -/++ 
-Increased added 
value of EWCs perceived by 
employees 
-Fear of slower decision-making among employers+ 
-Benchmark for consultation in exceptional 
circumstances
 + 
-Same provisions 
as for other directives 
7.Adaptation clause and transitional 
provisions ++ 
-Secures 
information and consultation during 
changes in make-
up  -Allows obsolete agreements to be changed
 -/+ 
-Eases agreements 
for newly formed groups  
-Faster 
termination of EWCs in the event of mergers 
 +++ 
-Resolves 
uncertainty as to changes in make-
up 
-Secures existing agreements
 + 
-Similar 
provisions in SE/SCE 
8.Role and competence of 
employee 
representatives +++ 
-Increases added value  
-Increases capacity 
to analyse information and have meaningful consultation 
-Increases cost-
effectiveness
 -/++ 
-Increased added 
value of EWCs 
perceived by 
employees  -Fear of additional operating costs 
among employers+ 
-Better 
knowledge 
/observance of 
legal framework  + 
-Same provisions 
in SE/SCE  
 
 
EN 82   EN Sub-options 
in option 3 Effectiveness of 
information and 
consultation rights in 
existing EWCs  Increase in take-up rate
 Legal certainty in the setting 
up and 
operation of EWCs Coherence 
and 
interplay 
between directives
 
9.Concepts of information and consultation +++ 
-Strong reference to information and consultation with useful effect 
-Better anticipation
 -/++ 
-Improved perception 
of added value of EWC leading to new initiatives from 
employees 
-Fear of workers’ involvement and slower decision-making among employers
 ++ 
-Clarification 
leading to less disputes  +++ 
-Coherent 
concepts of information and 
consultation 
across directives
 
10.Transnational 
competence 
and linking levels +++ 
-Proper and appropriate 
interplay between levels, 
which is the key challenge during restructuring -Better anticipation -Dialogue at relevant 
level of management and 
employee representation -Increased added value and cost-effectiveness of EWC
 -/+++ 
-Better perception of 
link between national 
bodies and EWCs may increase interest and avoid reluctance of employees, but fear of losing power at 
national level may 
increase reluctance -Possibility to save time in consultation processes may lead to 
employers’ initiatives
 +++ 
-Avoids 
disputes in 40% 
of companies -Makes it legally possible to consult first or at same time 
at European 
level
 +++ 
-Organises 
the link 
between directives 
 
 
EN 83   EN Likely impact on costs  
Sub options in 
option 3 Set-up costs  Operational 
costs Dispute-related costs Non-financial 
costs
 
1.Lower thresholds ++ 
-Higher relative costs for smaller 
companies ++ 
-Higher relative 
costs for smaller 
companies   
No impact  ++ 
More rigid 
employee-
management 
relations in smaller companies
2.Registering agreements + 
Administrative costs of sending the agreement to register
   
No impact - 
-Clarity and transparency of agreement
 + 
External control  
3.Composition of 
SNB and 
negotiation 
process  - 
-Support by trade 
unions/employers  
 + 
-Benchmark for more costly 
practices  
 -- 
-Clear provision 
of information 
and composition 
of SNB -Legitimacy of agreements
 -/+ 
-More efficient 
negotiation 
-Involvement of 
external organisations 
 
4.Protection of rights   
No impact  
No impact  --/+ 
-Increased 
observance of rights 
-Easier legal 
standing for EWCs ---/+ 
-Saves high costs linked to absence of consultation  
-Different impacts 
on decision-making 
 
5.Role of trade unions --/+ 
-Support for initiatives -Support for draft agreements 
-Eases working 
together of representatives 
-Cost of travel and 
subsistence where 
no expert before 
 -/++ 
-Benchmark for 
more costly practices 
-More efficient 
operation -/+ 
-Provision of 
expertise on EWCs -Negotiation 
instead of 
litigation -Experience on legal proceedings  
 -/+ 
-More efficient 
negotiation and operation -Involvement of 
external 
organisations 
-Raised employee 
expectations and 
coordination
 
 
EN 84   EN  
Sub-options in 
option 3 Set-up costs  Operational 
costs Dispute-related costs Non-financial 
costs
 
6.Subsidiary requirements -/+ 
-To be set neither too low nor too 
high to avoid either 
party playing for time and holding more meetings than necessary 
 -/++ 
-Benchmark for 
more costly 
practices, save for 
select committee instead of additional plenaries 
 -- 
-Benchmark for 
more timely 
information & 
consultation -Benchmark for better anticipation
 -/+ 
-More efficient 
benchmark for 
operation  
-Benchmark for need to take employees’ opinion into 
account
 
7.Adaptation 
clause and 
transitional 
provisions -/+ 
-Eases agreements for newly formed 
groups 
-SNB to be established where necessary -Transitional costs
 --/+ 
-Faster 
termination of 
EWCs in cases of 
mergers  -Benchmark for pre-existing agreements
 --- 
-Lowers high 
costs due to 
social unrest 
-Resolves legal uncertainty as to changes in make-up and 
termination of 
agreements
 ---/+ 
-Helps build new 
corporate culture 
in mergers 
-Lowers social unrest -Need to take into account 
employees’ 
opinion
 
8.Role and competence of employee representatives -/+ 
-More efficient negotiation -Right to training
 --/++ 
-New training in 
20% of EWCs -Increases cost-efficiency
 -/+ 
-Better 
knowledge /observance of legal framework
 ---/+ 
-Saves costs 
linked to absence of feed-back and to social unrest  -Raised employee 
expectations and 
coordination -Different impacts on decision-making 
 
 
EN 85   EN  
Sub options in 
option 3 Set-up costs  Operational 
costs Dispute-related costs Non-financial 
costs
 
9.Concepts of information and consultation  
No impact  --/++ 
-Saves costs of 
lack of anticipation 
-More meetings 
(either plenary either select committee) 
 ---/+ 
-Saves high costs 
linked to social unrest  
-Saves costs of 
additional meetings and legal fees in the event of disputes 
 ---/++ 
-Saves high costs 
linked to absence of anticipation 
and to social 
unrest  -Raised employee expectations and coordination 
-Different impacts 
on decision-making 
 
10.Transnational competence and linking levels  
No impact
 --/+ 
-Better prepared 
and more effective information and 
consultation 
processes -More meetings where EWC previously not consulted 
 --- 
-Avoids disputes 
in 40% of companies -Makes it legally 
possible to 
consult first or at same time at European level
 ---/+ 
-Saves high costs 
linked to absence of anticipation and to social 
unrest  
-Possibility to save time in consultation processes  -Raised employee 
expectations and 
coordination -European level potentially more important