12.8.83 Official Journal of the European Communities No C 217/3 
II 
(Preparatory Acts) 
COMMISSION 
Amendment to the proposal for a Council Directive on procedures for informing and 
consulting employees (*) 
(Submitted by the Commission to the Council pursuant to Article 149 (2) of the EEC Treaty 
on 13 July 1983) 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
THE COUNCIL OF THE EUROPEAN 
COMMUNITIES, THE COUNCIL OF THE EUROPEAN 
COMMUNITIES, 
Having regard to the Treaty establishing the 
European Economic Community, and in particular 
Article 100 thereof, Citations unchanged. 
Having regard to the proposal from the Commission, 
Having regard to the opinion of the Economic and 
Social Committee, 
Having regard to the opinion of the European Par­
liament, 
Whereas the Council adopted on 21 January 1974 a 
resolution concerning a social action programme ('); 
Whereas in a common market where national 
economies are closely interlinked it is essential, if 
economic activities are to develop in a harmonious 
fashion, that undertakings should be subject to the 
same obligations in relation to Community employees 
affected by their decisions, whether they are 
employed in the Member State to whose legislation 
the undertaking is subject or in another Member 
State; 
Whereas the procedures for informing and consulting 
employees, as embodied in legislation or practised in 
the Member States, are often inconsistent with the 
complex structure of the entity which takes the 
decisions affecting them; whereas this may lead to 
unequal treatment of employees affected by the 
decisions of one and the same undertaking; whereas 
this may stem from the fact that the information and 
consultation procedures do not apply beyond national 
boundaries; Recitals 1 to 5 unchanged. 
(*) OJ No C 297, 15. 11. 1980, p. 3. 
(•) OJ No C 13, 12. 2. 1974, p. 1. 
No C 217/4 Official Journal of the European Communities 12.8.83 
ORIGINAL PROPOSAL 
Whereas this situation has a direct effect on the 
operation of the common market and consequently 
needs to be remedied by approximating the relevant 
laws while maintaining progress as required under 
Article 117 of the Treaty; 
Whereas this Directive forms part of a series of 
Directives and proposals for Directives in the field of 
company and labour law, AMENDED PROPOSAL 
Whereas Council Directive 75/129/EEC of 17 
February 1975 on the approximation of the laws of 
the Member States relating to collective redun­
dancies (') and Council Directive 77/187/EEC of 14 
February 1977 on the safeguarding of employees' 
rights in the event of transfers of undertakings, 
businesses or parts of businesses (2) incorporate 
compulsory procedures for informing and consulting 
the representatives of the employees affected by the 
operations in question, and Council Directive ... of 
... on the structure of public limited companies and 
the powers and obligations of their organs makes 
provision for worker participation; 
Whereas these information and consultation 
requirements do not aim to cover all situations likely 
to affect the employees' interests and, in particular, do 
not extend specifically to decisions taken at parent 
company level rather than independently by the 
employing subsidiary; 
Whereas the concepts of 'parent undertaking' and 
'subsidiary' should be defined using the same criteria 
as those adopted in Council Directive 83/.. ./CEE on 
consolidated accounts; whereas it should thus be the 
responsibility of the Member State whose legislation a 
parent undertaking is subject to ensure that the latter 
fulfils its obligations under the present Directive vis­
a-vis all its subsidiaries within the Community; 
whereas, in consequence, a Member State whose 
legislation is applicable to an undertaking deemed to 
be a subsidiary must ensure that the latter fulfils all its 
obligations under this Directive; 
Whereas appropriate provisions must be adopted to 
ensure that the employees of an undertaking within 
the Community are properly informed and consulted 
where the undertaking in question is a subsidiary of an 
undertaking outside the Community; 
(«) OJ No L 48, 22. 2. 1975, p. 29. 
(2) OJ No L 61, 5. 3. 1977, p. 16. 
12.8.83 Official Journal of the European Communities No C 217/5 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Whereas steps should be taken to ensure that workers 
employed by a subsidiary in the Community are kept 
informed as to the activities and prospects of the 
parent undertaking and the subsidiaries as a whole so 
that they may assess the possible impact on then-
interests; whereas, to this end, the undertaking should 
be required to communicate to the employees' repre­
sentatives both general information similar to that 
which must be disclosed under Directive 83/.. ./EEC 
but angled towards the interests of the employees, and 
information relating more specifically to those aspects 
of its activities and prospects which are liable to affect 
the employees' interests; 
Whereas steps should be taken to ensure that the 
employees' representatives are informed and invited to 
give their opinion in good time before the adoption of 
any decision significantly affecting the employees' 
interests and that they are consulted with a view to 
attempting to reach agreement on the measures to be 
taken in this context in respect of the employees 
concerned; 
Whereas the management of each subsidiary must be 
in a position to communicate the requisite information 
to its employees' representatives and must have the 
necessary powers to conduct the consultations referred 
to above in good faith; 
Whereas analogous rules should be introduced in 
respect of procedures for informing and consulting the 
representatives of employees working in the 
Community in establishments geographically separated 
from the decision-making centre of the undertaking of 
which they form part; 
Whereas appropriate penalties should be imposed by 
Member States in the event of failure to comply with 
the information and consultation requirements 
provided for by this Directive; 
Whereas steps should be taken to ensure that these 
requirements can, in so far as possible, be fulfilled 
within the framework of institutions already 
established to represent employees under the laws and 
customary practices of Member States; 
Whereas the requirement to communicate information 
provided for by this Directive should not apply to 
certain information of a secret character, and 
employees and their representatives should be required 
to maintain discretion as regards confidential infor­
mation; whereas, however, disputes as to the secrecy 
or confidentiality of information should be settled by a 
tribunal or other national body, 
No C 217/6 Official Journal of the European Communities 12.8.83 
ORIGINAL PROPOSAL 
HAS ADOPTED THE FOLLOWING DIRECTIVE: 
SECTION I 
Definitions and scope 
Article 1 
This Directive relates to: 
— procedures for informing and consulting 
employees employed in a Member State of the 
Community by an undertaking whose decision­
making centre is located in another Member State 
or in a non-member country (Section II); 
— procedures for informing and consulting 
employees where an undertaking has several 
establishments, or one or more subsidiaries, in a 
single Member State and where its decision­
making centre is located in the same Member 
State (Section III). 
Article 2 
For the purposes of this Directive the following 
definitions shall apply: 
(a) Employees' representatives 
The employees' representatives referred to in 
Article 2 (c) of Council Directive 77/187/EEC of 
14 February 1977 on the approximation of the 
laws of the Member States relating to the safe­
guarding of employees' rights in the event of 
transfers of undertakings, businesses or parts of 
businesses ('); 
(b) Management 
The person or persons responsible for the 
management of an undertaking under the 
national legislation to which it is subject. 
(c) Decision-making centre 
The place where the management of an under­
taking actually performs its functions. 
O OJNoL61,5. 3. 1977, p. 26. AMENDED PROPOSAL 
HAS ADOPTED THIS DIRECTIVE: 
SECTION I 
Definitions and scope 
Deleted and combined with the old Article 4 in the 
new Article 2. 
Article 1 
For the purposes of this Directive, the following 
definitions shall apply: 
(a) Parent undertaking and subsidiary: an under­
taking within the Community is a parent under­
taking when another undertaking is its subsidiary 
according to the legislation applicable to the 
parent undertaking and the criteria of Article 1 of 
Directive 83/.. ./EEC; 
an undertaking outside the Community is a parent 
undertaking when another undertaking is its sub­
sidiary according to the legislation applicable to 
that subsidiary and the criteria of Article 1 of 
Directive 83/.. ./EEC. 
(b) Establishment: an entity, geographically separate 
from, but not legally independent of, the under­
taking of which it is a part, in particular a 
workshop, branch, agency, factory or office. 
(c) Decision-making centre: the place where an 
undertaking has its central administration. 
(d) Management: the person or persons responsible 
for the management of an undertaking under the 
national legislation to which it is subject. 
(e) Employees' representatives: the employees' rep­
resentatives provided for by the laws or practice 
of the Member States, with the exception of 
members of administrative, managing or 
supervisory bodies of companies who sit on such 
bodies in certain Member States as employees' 
representatives. 
12.8.83 Official Journal of the European Communities No C 217/7 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 3 
1. For the purposes of this Directive an under­
taking shall be regarded as dominant in relation to all 
the undertakings it controls, referred to as sub­
sidiaries. 
2. An undertaking shall be regarded as a subsidiary 
where the dominant undertaking either directly or 
indirectly, 
(a) holds the majority of votes relating to the shares 
it has issued, 
or 
(b) has the power to appoint at least half of the 
members of its administrative, management or 
supervisory bodies where these members hold the 
majority of the voting rights. Deleted. 
SECTION II 
Information and consultation procedures in transnational 
undertakings 
Article 4 
The management of a dominant undertaking whose 
decision-making centre is located in a Member State 
of the Community and which has one or more sub­
sidiaries in at least one other Member State shall be 
required to disclose, via the management of these 
subsidiaries, information to employees' representatives 
in all subsidiaries employing at least 100 employees in 
the Community in accordance with Article 5 and to 
consult them in accordance with Article 6. 
Article 8 
Where the management of the dominant undertaking 
whose decision-making centre is located outside the 
Community and which controls one or more sub­
sidiaries in the Community does not ensure the 
presence within the Community of at least one person 
able to fulfil the requirements as regards disclosure of 
information and consultation laid down by this 
Directive, the management of the subsidiary that 
employs the largest number of employees within the 
Community shall be responsible for fulfilling the 
obligations imposed on the management of the 
dominant undertaking by this Directive. SECTION II 
Information and consultation procedures in transnational 
undertakings 
Article 2 
1. This Directive relates to procedures for 
informing and consulting the empolyees: 
— of a subsidiary in the Community when a total of 
at least 1 000 workers is employed in the 
Community by the parent undertaking and its 
subsidiaries taken as a whole, 
— of an undertaking having in the Community one 
or more establishments when a total of at least 
1 000 workers is employed in the Community by 
the undertaking taken as a whole. 
2. When the decision-making centre of an under­
taking is located in a non-member country, its 
management may be represented in the Community by 
an agent who is responsible for fulfilling the 
requirements regarding information and consultation 
laid down by this Directive. In the absence of such an 
agent the management of each subsidiary concerned in 
the Community shall be held responsible for the 
obligations arising from Articles 3 and 4. 
Article 5 
1. At least every six months, the management of a 
dominant undertaking shall forward relevant infor­
mation to the management of its subsidiaries in the 
Community giving a clear picture of the activities of Article 3 
1. At least once a year, at a fixed date, the 
management of a parent undertaking shall forward 
general but explicit information giving a clear picture 
of the activities of the parent undertaking and its sub-
No C 217/8 Official Journal of the European Communities 12. 8. 83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
the dominant undertaking and its subsidiaries taken 
as a whole. sidiaries as a whole to the management of each of its 
subsidiaries in the Community, with a view to the 
communication of this information to the employees' 
representatives as provided in paragraph 4. For the 
same purpose, the management of the parent under­
taking shall forward to the management of each sub­
sidiary concerned specific information on a particular 
sector of production or geographical area in which the 
subsidiary is active. 
2. This information shall relate in particular to: 
(a) structure and manning; 
(b) the economic and financial situation; 
(c) the situation and probable development of the 
business and of production and sales; 
(d) the employment situation and probable trends; 
(e) production and investment programmes; 
(f) rationalization plans; 
(g) manufacturing and working methods, in 
particular the introduction of new working 
methods; 
(h) all procedures and plans liable to have a sub­
stantial effect on employees' interests. 2. This information shall relate in particular to: 
(a) structure; 
(b) the economic and financial situation; 
(c) the probable development of the business and of 
production and sales; 
(d) the employment situation and probable trends; 
(e) investment prospects. 
3. The management of each subsidiary shall be 
required to communicate such information without 
delay to employees' representatives in each subsidiary. 3. Where the information provided for in 
paragraph 2 is brought up to date after the date fixed 
in accordance with paragraph 1, and communicated in 
implementation of the relevant legislation to share­
holders and creditors, the management of the parent 
undertaking shall also foward it to the management of 
its subsidiaries, with a view to its communication to 
the employees' representatives. 
4. Where the management of the subsidiaries is 
unable to communicate the information referred to in 
paragraphs (1) and (2) to employees' representatives, 
the management of the dominant undertaking must 
communicate such information to any employees' 
representatives who have requested it to do so. 4. The management of each subsidiary shall be 
required to communicate the information referred to 
in paragraphs 2 and 3 without delay to the employees' 
representatives, with the exception of secret infor­
mation as defined in Article 7 (1). The employees' 
representatives may ask the management for oral 
explanations of the information communicated. The 
management is required to provide such explanations, 
and, if necessary, to make it clear what information is 
to be treated as confidential under the terms of 
Article 7 (2). 
5. The Member States shall provide for appropriate 
penalties for failure to comply with the obligations 
laid down in this Article. 5. If the management of the subsidiary fails to fulfil 
its obligation to communicate the information 
required to its employees' representatives within 30 
days of the date fixed, referred to in paragraph 1, or 
of the date of communication in the case of the up­
dated information referred to in paragraph 3, the 
representatives of the employees of the subsidiary may 
approach in writing the management of the parent 
undertaking. That undertaking shall be obliged to 
12.8.83 Official Journal of the European Communities No C 217/9 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 6 
1. Where the management of a dominant under­
taking proposes to take a decision concerning the 
whole or a major part of the dominant undertaking 
or of one of its subsidiaries which is liable to have a 
substantial effect on the interests of its employees, it 
shall be required to forward precise information to 
the management of each of its subsidiaries within the 
Community not later than 40 days before adopting 
the decision, giving details of: 
— the grounds for the proposed decision; 
— the legal, economic and social consequences of 
such decision for the employees concerned; 
— the measures planned in respect of these 
employees. 
2. The decisions referred to in paragraph (1) shall 
be those relating to: 
(a) the closure or transfer of an establishment or 
major parts thereof; 
(b) restrictions, extensions or substantial 
modifications to the activities of the undertaking; 
(c) major modifications with regard to organization; 
(d) the introduction of long-term cooperation with 
other undertakings or the cessation of such 
cooperation. communicate the relevant information without delay 
to the management of the subsidiary. 
6. The terms of this Article shall apply equally 
where the parent undertaking is at the same time the 
subsidiary of another parent undertaking, unless that 
undertaking itself meets the obligations resulting from 
this Article. 
7. Member States shall provide for appropriate 
penalties for failure to comply with the obligations laid 
down in this Article. 
Article 4 
1. Where the management of a parent undertaking 
proposes to take a decision concerning the whole or a 
major part of the parent undertaking or of a sub­
sidiary in the Community which is liable to have 
serious consequences for the interests of the employees 
of its subsidiaries in the Community, it shall be 
required to forward precise information to the 
management of each subsidiary concerned in good 
time before the final decision is taken with a view to 
the communication of this information to the 
employees' representatives in the manner provided in 
paragraph 3. This information shall relate in particular 
to: 
— the grounds for the proposed decision, 
— the legal, economic and social consequences of 
such decision for the employees concerned, 
— the measures planned in respect of such 
employees. 
2. Decisions liable to have serious consequences 
may in particular relate to: 
(a) the closure or transfer of an establishment or 
major parts thereof; 
(b) substantial restrictions or modifications of the 
activities of the undertaking; 
(c) major modifications with regard to organization, 
working practices or production methods, 
including modifications resulting from the intro­
duction of new technologies; 
(d) the introduction of long-term cooperation with 
other undertakings or the cessation of such 
cooperation; 
(e) measures relating to workers' health and to 
industrial safety. 
3. The management of each subsidiary shall be 
required to communicate this information without 
delay to its employees' representatives and to ask for 
their opinion within a period of not less than 30 days. 3. Without prejudice to Article 7 (1), the 
management of each subsidiary concerned shall be 
required to communicate in writing without delay the 
information referred to in paragraph 1, with the 
exception of secret information as defined in Article 7 
(1), to the employees' representatives, to ask for their 
opinion, granting them a period of at least 30 days 
from the day on which the information is 
No C 217/10 Official Journal of 
ORIGINAL PROPOSAL 
4. Where, in the opinion of the employees' re­
presentatives, the proposed decision is likely to have a 
direct effect on the employees' terms of employment 
or working conditions, the management of the sub­
sidiary shall be required to hold consultations with 
them with a view to reaching agreement on the 
measures planned in respect of them. 
5. Where the management of the subsidiaries does 
not communicate to the employees' representatives 
the information required under paragraph (3) or does 
not arrange consultations as required under 
paragraph (4), such representatives shall be auth­
orized to open consultations, through authorized 
delegates, with the management of the dominant 
undertaking with a view to obtaining such infor­
mation and, where appropriate, to reaching 
agreement on the measures planned with regard to 
the employees concerned. 
6. The Member States shall provide for appropriate 
penalties in case of failure to fulfil the obligations laid 
down in this Article. In particular, they shall grant to 
the employees' representatives concerned by the 
decision the right of appeal to tribunals or other 
competent national authorities for measures to be 
taken to protect their interests. 
Article 7 
1. Where in a Member State a body representing 
employees exists at a level higher than that of the 
individual subsidiary, the information provided for in 
Article 5 relating to the employees of all the sub­
sidiaries thus represented shall be given to that body. 
2. The consultations provided for in Article 6 shall 
take place under the same conditions with the repres­
entative body referred to in paragraph (1). European Communities 12. 8. 83 
AMENDED PROPOSAL 
communicated, and to hold consultations with them 
with a view to attempting to reach agreement on the 
measures planned in respect of the employees. The 
provisions of the second subparagraph of Article 3 (4) 
shall apply mutatis mutandis. 
4. Where the obligations laid down in paragraph 3 
are not fulfilled, Member States shall ensure that 
employees' representatives have the right to appeal to 
a tribunal or other competent national authority for 
measures to be taken within a maximum period of 30 
days to compel the management of the subsidiary to 
fulfil its obligations. 
5. The proposed decision referred to in paragraph 
1 shall not be implemented before the opinion of the 
employees' representatives is received or failing that 
before the end of the period granted according to 
paragraph 3. 
6. Where information concerning a decision within 
the meaning of paragraph 1 is withheld because it is 
secret within the meaning of Article 7 (1), the 
management of the subsidiary is nonetheless required, 
at least 30 days before putting into effect any decision 
directly affecting conditions of work or employment, 
to hold consultations with the employees' rep­
resentatives with a view, to attempting to reach 
agreement on the measures planned in respect of the 
employees. 
7. The terms of this Article shall apply equally 
where the parent undertaking is at the same time the 
subsidiary of another parent undertaking, unless that 
undertaking itself meets the obligations resulting from 
this Article. 
8. Member States shall provide for appropriate 
penalties for failure to comply with the obligations laid 
down in this Article. 
Article 5 
1. Where, in a Member State a body representing 
employees exists at a level higher than that of the 
subsidiary, the information referred to in Article 3 
relating to the employees of all the subsidiaries thus 
represented shall be given to that body. 
2. The consultations provided for in Article 4 shall 
take place under the same conditions with the rep­
resentative body referred to in paragraph 1 if the rep­
resentatives of the employees whose terms of 
12.8.83 Official Journal of the European Communities No C 217/11 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
3. A body representing all the employees of the 
dominant undertaking and its subsidiaries within the 
Community may be created by means of agreements 
to be concluded between the management of the 
dominant undertaking and the employees' rep­
resentatives. If such a body is created, paragraphs 1 
and 2 shall be applicable. 
Article 9 
1. The management of an undertaking whose 
decision-making centres is located in a Member State 
of the Community and which has one or more 
establishments in at least one other Member State 
shall disclose, via the management of those 
establishments, information to the employees' repres­
entatives in all of its establishments in the Community 
employing at least 100 employees in accordance 
with Article 5 and consult them in accordance with 
Article 6. 
2. The management of an undertaking whose 
decision-making centre is located in a non-member 
country and which has at least one establishment in 
one Member State shall be subject to the obligations 
referred to in paragraph (1). 
3. For the purposes of applying this Article, the 
terms 'dominant undertaking' and 'subsidiary' in 
Articles 4 to 8 shall be replaced by the terms 'under­
taking' and 'establishment' respectively. employment or working conditions are directly 
affected by the decision agree to transfer their right to 
be consulted to the higher level. 
3. A body representing all the employees of the 
parent undertaking and its subsidiaries within the 
Community may be created by means of agreements 
to be concluded between the management of the 
undertaking concerned and the employees' rep­
resentatives. If such a body is created, paragraphs 1 
and 2 shall be applicable. 
4. Member States may limit the obligations laid 
down in Articles 3 and 4 to subsidiaries which, in 
respect of the number of employees, fulfil the 
conditions for the election or designation of a 
collegiate body representing the employees. 
5. Member States may provide that the information 
and consultation procedures referred to in Article 3 
(4) and (5) and Article 4 (3) to (6) may take place 
directly with the employees, without prejudice to the 
application of the other provisions of this Directive. 
Article 6 
1. The provisions of Articles 3, 4 and 5 shall apply 
mutatis mutandis to the procedures for informing and 
consulting the employees' representatives in the under­
takings referred to in the second indent of Article 2 
(1). 
2. For the purposes of this Article, the terms 
'parent undertaking' and 'subsidiary' shall be replaced 
by the terms 'undertaking' and 'establishment' 
respectively. 
SECTION III 
Procedures for informing and consulting the employees of 
undertakings with complex structures whose decision-making 
centre is located in the country in which the employees work 
Article 10 
The management of a dominant undertaking whose 
decision-making centre is located in a Member State 
of the Community and which has one or more sub­
sidiaries in the same Member State shall be required, Articles 10 to 14 
Deleted and combined with Articles 2(1) and 3 to 6. 
No C 217/12 Official Journal of the European Communities 12.8.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
via the management of its subsidiaries, to disclose 
information to employees' representatives in all sub­
sidiaries employing at least 100 employees in that 
State in accordance with Article 11 and to consult 
them in accordance with Article 12. 
Article 11 
1. At least every six months, the management of a 
dominant undertaking shall forward relevant infor­
mation to the management of its subsidiaries in the 
Community giving a clear picture of the activities of 
the dominant undertaking and its subsidiaries taken 
as a whole. 
2. This information shall relate in particular to: 
(a) structure and manning; 
(b) the economic and financial situation; 
(c) the situation and probable development of the 
business and of production and sales; 
(d) the employment situation and probable trends; 
(e) production and investment programmes; 
(f) rationalization plans; 
(g) manufacturing and working methods, in 
particular the introduction of new working 
methods; 
(h) all procedures and plans liable to have a sub­
stantial effect on employees' interests. 
3. The management of each subsidiary shall be 
required to communicate such information without 
delay to employees' representatives in each subsidiary. 
4. Where the management of the subsidiaries is 
unable to communicate the information referred to in 
paragraphs (1) and (2) above to employees' repre­
sentatives, the management of the dominant under­
taking must communicate such information to any 
employees' representatives who have requested it to 
do so. 
5. The Member State shall provide for appropriate 
penalties in case of failure to fulfil the obligation laid 
down in this Article. 
Article 12 
1. Where the management of a dominant under­
taking proposes to take a decision concerning the 
whole or a major part of the dominant undertaking 
or of one of its subsidiaries which is liable to have a 
substantial effect on the interests of its workers, it 
shall be required to forward precise information to 
the management of each of its subsidiaries within the 
12. 8. 83 Official Journal of the European Communities No C 217/13 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Community not later than 40 days before adopting 
the decision, giving details of: 
— the grounds for the proposed decision; 
— the legal, economic and social consequences of 
such decision for the employees concerned; 
— the measures planned in respect of these 
employees. 
2. The decisions referred to in paragraph (1) shall 
be those relating to: 
(a) the closure or transfer of an establishment or 
major part thereof; 
(b) restrictions, extensions or substantial modifi­
cations to the activities of the undertaking; 
(c) major modifications with regard to organization; 
(d) the introduction of long-term cooperation with 
other undertakings or the cessation of such 
cooperation. 
3. The management of each subsidiary shall be 
required to communicate this information without 
delay to its employees' representatives and to ask for 
their opinion within a period of not less than 30 days. 
4. Where, in the opinion of the employees' rep­
resentatives, the proposed decision is likely to have a 
direct effect on the employees' terms of employment 
or working conditions, the management of the sub­
sidiary shall be required to hold consultations with 
them with a view to reaching agreement on the 
measures planned in respect of them. 
5. Where the management of the subsidiaries does 
not communicate to the employees' representatives 
the information required under paragraph (3) or does 
not arrange consultations as required under 
paragraph (4), such representatives shall be auth­
orized to open consultations, through authorized 
delegates, with the management of the dominant 
undertaking with a view to obtaining such infor­
mation and, where appropriate, to reaching 
agreement on the measures planned with regard to 
the employees concerned. 
6. The Member States shall provide for appropriate 
penalties in the case of failure to fulfil the obligations 
laid down in this article. In particular, they shall grant 
to the employees' representatives concerned by the 
decision the right of appeal to tribunals or other 
competent national authorities for measures to be 
taken to protect their interests. 
Article 13 
1. Where in a Member State a body representing 
employees, exists at a level higher than that of the 
No C 217/14 Official Journal of the European Communities 12.8.83 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
individual subsidiary, the information provided for in 
Article 11 relating to the employees of all the sub­
sidiaries thus represented shall be given to that body. 
2. The consultations provided for in Article 12 
shall take place under the same conditions with the 
representative body referred to in paragraph (1). 
3. A body representing all the employees of the 
dominant undertaking and its subsidiaries within the 
Community may be created by means of agreements 
to be concluded between the management of the 
dominant undertaking and the employees' rep­
resentatives, unless provision is made for it by 
national law. If such a body is created, paragraphs 1 
and 2 shall be applicable. 
Article 14 
1. The management of a dominant undertaking 
whose decision-making centre is located in a Member 
State of the Community and which has one or more 
establishments in the same Member State shall be 
required to disclose, via the management of the sub­
sidiaries, information to the employees' rep­
resentatives in all its subsidiaries employing at least 
100 employees in accordance with Article 11 and to 
consult them in accordance with Article 12. 
2. For the purposes of applying this Article, the 
terms 'dominant undertaking' and 'subsidiary' in 
Articles 10 to 13 shall be replaced by the terms 
'undertaking' and 'establishment' respectively. 
SECTION IV 
Secrecy requirements 
Article 15 
1. Members and former members of bodies 
representing employees and delegates authorized by 
them shall be required to maintain discretion as 
regards information of a confidential nature. Where 
they communicate information to third parties they 
shall take account of the interests of the undertaking 
and shall not be such as to divulge secrets regarding 
the undertaking or its business. SECTION III 
Secrecy and confidentiality 
Article 7 
1. The management of an undertaking shall be 
authorized not to communicate secret information. 
Information may only be treated as secret which, if 
disclosed, could substantially damage the under­
taking's interests or lead to the failure of its plans. 
2. The consultations provided for in Article 12 
shall take place under the same conditions with the 
representative body referred to in paragraph (1). 2. Employees, their representatives and the experts 
to whom they refer shall not reveal to third parties 
any information which has been given to them in 
confidence. 
3. Member States shall ensure that a tribunal or 
other competent national authority can settle disputes 
12.8.83 Official Journal of the European Communities No C 217/15 
ORIGINAL PROPOSAL 
3. The Member States shall impose appropriate 
penalties in cases of infringements of the secrecy 
requirement. 
SECTION V 
Final provisions 
Article 16 
This Directive shall be without prejudice to measures 
to be taken pursuant to Council Directive 
75/129/EEC of 17 February 1975 on the approxi­
mation of the laws of the Member States relating to 
collective redundancies (') and Directive 77/187/ 
EEC (2) or to the freedom of the Member States to 
apply or introduce laws, regulations or administrative 
provisions which are more favourable to employees. 
Article 17 
2. The Member States shall communicate to the 
Commission the texts of laws, regulations and 
administrative provisions which they adopt in the area 
covered by this Directive. 
Article 18 
Within two years from the date fixed in Article 17, 
the Member States shall transmit to the Commission 
(') OJ No L 48, 22. 2. 1975, p. 29. 
O OJNoL61,5. 3. 1977, p. 26. AMENDED PROPOSAL 
concerning the secret character of any information 
withheld in application of paragraph 1, or the 
confidential character of the information referred to 
in paragraph 2. 
4. Member States shall provide for appropriate 
penalties for failure to comply with the obligations laid 
down in this Article. 
SECTION IV 
Final provisions 
Article 8 
1. This Directive shall be without prejudice to 
measures taken pursuant to Directive 75/129/EEC 
and Directive 77/187/EEC or to the freedom of the 
Member States to apply or introduce laws, regu­
lations or administrative provisions which are more 
favourable to employees. 
2. In implementing this Directive, Member States 
may lay down special provisions for undertakings and 
establishments whose direct and main objectives are: 
(a) political, religious, humanitarian, charitable, 
educational, scientific or artistic, or 
(b) related to public information or expression of 
opinion. 
Such special provision must be limited to that which is 
necessary to ensure that such undertakings enjoy the 
freedom to which they are entitled under the national 
laws to which they are subject. 
3. This Directive shall be without prejudice to the 
application of national laws concerning bankruptcy, 
winding up proceedings, arrangements, compositions 
or other similar proceedings in so far as these 
proceedings result from judicial decisions. 
Article 9 
The Member States shall introduce the laws, regu­
lations and administrative provisions necessary to 
comply with this Directive not later than 1 July 1987. 
They shall forthwith inform the Commission thereof. 
Article 10 
Within two years from the date referred to in Article 
9, Member States shall forward to the Commission all 
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ORIGINAL PROPOSAL 
all information necessary to enable it to draw up a 
report to be submitted to the Council relating to the 
application of this Directive. 
Article 19 AMENDED PROPOSAL 
necessary information to enable it to draw up a report 
on the application of this Directive for submission to 
the Council. 
Article 11 
This Directive is addressed to the Member States. Unchanged.