No C 77/6 Official Journal of the European Communities 29. 3. 82 
5. Funding and arrangements for the programmes 
5.1. Given the objectives involved, the budget of 
40 million u.a. is extremely modest, particularly in view 
of the fact that it is spread over four years. 
5.2. The Committee considers that a scientific 
programme has to be based on a long-term scenario, well 
beyond the proposed four years. Furthermore, young 
people who consider embarking on highly specialized 
training courses may well feel that a four-year programme 
does not offer adequate security. 
5.3. The Committee stresses the need to monitor the 
projects and to supervise how funds are used. 
5.4. The Committee stresses the importance of 
ensuring 'additionally', i.e. Community funds should be 
used to 'top-up' national funds assigned to research 
programmes in this area rather than as a substitute for 
expenditure which would have been undertaken in any 
case. 
6. Programme management 
6.1. Finally the Committee would recall the 
recommendation contained in its study of February 1980 
in connection with the proliferation of committees: 'The Committee accordingly recommends, as a 
short-term measure, that no new committee should 
be approved unless it can be shown that its creation is 
absolutely necessary, i.e. that it would make a 
genuine contribution to the Community's R&D 
work and that the work cannot be satisfactorily 
carried out by adapting the terms of reference and 
membership of existing bodies.' 
6.2. However, in view of the structure of existing 
advisory committees and the highly specialized nature of 
research on tropical agriculture and tropical diseases, the 
Committee, by way of exception, does not oppose the 
Commission proposal that two new advisory committees 
be set up for the areas in question. 
6.3. At all events, the Committee insists that these 
Committees must observe the selection criteria adopted 
for the programmes. This is essential in the interests of 
immediate efficiency and in line with the priority 
objectives of expanding research in the less developed 
countries, assisting the training of less developed 
countries research workers and stepping up cooperation 
in this area between the industrialized nations and the less 
developed countries. 
Done at Brussels, 27 January 1982. 
The Chairman 
of the 
Economic and Social Committee 
Tomas ROSEINGRAVE 
Opinion on the proposal for a Directive on procedures for informing and consulting the 
employees of undertakings with complex structures, in particular transnational 
undertakings 
The text referred to the Committee has been published in the Official Journal of the European 
Communities No C 297 of 15 November 1980, page 3. 
A. LEGAL BASIS FOR THE OPINION 
On 24 October 1980 the Council referred the abovementioned proposal to the Economic and 
Social Committee in accordance with Articles 100 and 117 of the Treaty establishing the 
European Economic Community. 
29. 3. 82 Official Journal of the European Communities No C 77/ 
B. OPINION OF THE ECONOMIC AND SOCIAL COMMITTEE 
The Economic and Social Committee prepared its opinion on the above matter at its 194th 
plenary session held in Brussels on 27 and 28 January 1982. 
The full text of the opinion is as follows: 
THE ECONOMIC AND SOCIAL COMMITTEE, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Articles 100 and 
117 thereof, 
Having regard to the request made by the Council of the 
European Communities on 24 October 1980 for an 
opinion on the proposal for a Directive on procedures for 
informing and consulting the employees of undertakings 
with complex structures, in particular transnational 
undertakings, 
Having regard to the decision taken by its Bureau on 
18 November 1980, instructing the Section for Social 
Questions to draw up an opinion and a report on the 
subject, 
Having regard to the opinion adopted by the Section for 
Social Questions on 10 December 1981, 
Having regard to the report submitted by the rapporteur, 
Mr Muhr, 
Having regard to the discussions on 27 January 1982 
during its 194th plenary session held on 27 and 28 
January 1982, 
Whereas the Commission communication to the Council 
on multinational undertakings and Community 
Regulations (7 November 1973) mentions the impact of 
multinational companies on employment, and refers to 
the problem of informing and consulting workers; 
Whereas the Committee opinion on the Commission 
communication to the Council on multinational 
undertakings and Community Regulations, in the chapter 
dealing with the protection of workers' interests, made 
various recommendations for improving the 
transparency of the activities of multinationals (*); 
Whereas in a resolution of 12 December 1974 on the 
Commission communication on multinational 
undertakings and Community Regulations (2), the 
European Parliament states that it shares the 
Commission's desire to see the establishment of a 'trade union counterweight which would make a major 
contribution towards the solution of many social 
problems by ensuring better dissemination of information 
on the operations of multinational undertakings'; 
Whereas the social action programme (24 October 1973) 
refers to the need for greater worker participation at 
undertaking level; 
Whereas the Committee has also expressed its views on 
workers' rights in multinationals in its opinion on the 
draft social action programme - Chapter III - Industrial 
democracy (29 November 1973); 
Whereas the Council resolution (3) on the social action 
programme called for closer involvement of workers and 
their representatives in the life of undertakings and 
establishments in the Community; 
Whereas the Commission green paper on employee 
participation and company structure advocates worker 
representation in all companies belonging to a specific 
group; 
Whereas the Committee's opinion (4) on the 
abovementioned green paper states that general 
agreement has been reached th'at worker participation in 
the broadest sense of the term is a desirable development 
in a democratic society; 
Whereas there must be no discrimination between 
national and transnational undertakings as regards 
information and consultation obligations; 
Whereas with the present proposal the Commission is 
continuing its policy of approximating the provisions laid 
down by law, regulation or administrative action with a 
direct bearing on the establishment and operation of the 
common market, earlier measures being the Council 
Directive of 17 February 1975 on informing and 
consulting workers' representatives in the case of 
collective redundancies and the Directive of 14 February 
1977 on informing and consulting workers' 
representatives in the case of transfers of undertakings; 
(') OJNoC 116, 30. 9. 1974. 
(2) OJNoC5, 8. 1. 1975. (3) OJNoC 13,21. 1. 1974. 
(4) OJNoC 94, 10. 4. 1979. 
No C77/8 Official Journal of the European Communities 29. 3. 82 
Whereas this harmonization policy makes possible an 
improvement in workers' living and working 
conditions, 
HAS ADOPTED THE FOLLOWING OPINION 
by 79 votes to 61 with 11 abstentions: 
1. Complex transnational undertaking structures are 
the result of the increasing concentration of industry 
dictated by developments in the world economy and by 
technological needs which promote economic and social 
progress. In recent years the Committee has on several 
occasions expressed its views on the pros and cons of such 
industrial concentration. A number of opinions have also 
been devoted to relations between undertakings and 
workers and workers' representative bodies. 
2. This matter was dealt with in particular in the 
Committee opinion on the Commission communication 
to the Council concerning multinational undertakings 
and Community Regulations, which called for the 
following measures: 
— establishment - or improvement where they already 
exist - of arrangements for providing extensive, 
comprehensive information at certain regular 
intervals, so that workers know not only about the 
structure of the multinational's decision-making 
bodies and its internal organization, but also about its 
production programmes, the economic and social 
factors which determine them, and their impact on 
employment; 
— introduction and operation of bodies at undertaking 
and inter-undertaking level to establish, maintain and 
develop normal, fruitful labour relations; 
— workers' participation in the activities of the 
undertaking via a system of representation which 
would allow them to express their views and take a 
stand on those matters of most concern to them, such 
as employment, working conditions, wages, health, 
industrial safety and policy on accommodation for 
workers and managerial staff, etc.; 
— contacts and cooperation, on the basis of a system of 
reporting and regular meetings, between 
representatives of workers employed in the various 
establishments belonging to the same multinational 
and located in Member States. 
3. The Committee has therefore always advocated 
proper information and consultation of employees. All employees should be kept informed of the policies and 
activities of their firm and of any group to which their 
firm may belong. Such information should be given to 
them directly or through their representatives. All 
employees should be consulted about decisions which 
may directly affect them. Information should be 
adequate, relevant and up-to-date. Consultation should 
permit proper consideration of the arguments and 
suggestions put forward by those consulted. 
4. The principles on which information and 
consultation are based do not change as the structure 
becomes more complex; but the procedures become more 
complicated, and determining which information is 
relevant and which decisions affect which employees 
becomes more difficult as the number of establishments 
- or countries in which a firm operates - grows. The 
Committee has always considered that there should be no 
discrimination between undertakings according to 
whether they are national or transnational, or 
transnationals based within or outside the Community. 
5. In the light of this and other majority opinions the 
Committee endorses the objective of the Commission 
proposal that appropriate legislation be introduced to 
ensure that workers are informed and consulted in time 
on managerial decisions which would affect them. 
6. National legislation on information and 
consultation obligations varies widely at the moment. 
There are several arguments for harmonization, 
including the need to ensure the operation of the common 
market, given the risk of competition distortions due to 
differences in consultation and information 
requirements. 
7. Information and consultation of employees in 
transnational undertakings is particularly complex. 
Workers' representative bodies generally operate at 
national level only, while important managerial decisions 
with repercussions for employees in transnationals are 
frequently taken in locations outside the Community. In 
many cases these decisions are based on considerations 
which the workers concerned cannot predict. The draft 
Directive is all the more important because it will help to 
clarify business policy for the employees of both 
multinational groups and complex undertakings. 
29. 3. 82 Official Journal of the European Communities No C 77/9 
8. It is wrong to regard corporate information policy 
as being of benefit to workers only and being solely 
designed to meet their need for information. Workers 
should not merely be provided with information but also 
be consulted. This will enable firms to ascertain workers' 
views on specific proposals. It is also in the management's 
interest to discuss matters of concern to workers with 
their representatives before the final decisions are taken, 
particularly in view of the fact that management's final 
powers of decision are in no way diminished by the draft 
Directive. 
9. Many undertakings and groups, including 
transnationals, already take for granted the need for 
adequate, timely staff consultation and information. This 
reinforces the case for providing for such procedures in 
other firms. It is, however, not enough to invoke the 
relevant ILO and OECD declarations, as these have no 
binding force. The Community needs rather explicit, 
legal obligations for management along the lines 
proposed by the draft Directive. 
10. As far as transnational undertakings are 
concerned, the problems which the draft Directive seeks 
to solve cannot currently be tackled adequately under 
collective agreements, since these are confined to national 
level. Similarly the issues involved cannot be dealt with 
under national legislation alone where the decisions 
largely have international repercussions. 
11. Timely, appropriate information and 
consultation of workers is fundamentally a social issue: 
can there be areas within the Community where the basic 
rules of democracy do not apply and where one-sided 
power structures predominate? 
12. Logically, the Directive should not be confined to 
transnational groups and undertakings but should cover 
all Community-based undertakings, or at least those 
above a certain size. A number of Member States already 
have legislation on information and consultation of 
workers but the provisions vary. Uniform information 
and consultation arrangements should be introduced for 
all undertakings, both national and transnational. This 
would avoid unjustified discrimination between firms 
and between employees and remove the danger of distortions of competition as a result of differences in 
treatment. 
13. The draft Directive ties in with the standard 
practices and the existing provisions in many Member 
. States. It does not aim for maximum upward alignment of 
existing arrangements but seeks a compromise on 
individual issues and tries to provide for the necessary 
minimum. The broad objective of the provisions is, 
however, to improve living and working conditions. The 
Committee notes moreover that the draft Directive in no 
way restricts the Member States' right to apply or 
introduce more favourable legal or administrative 
provisions. 
14. The Committee welcomes the fact that the 
proposals are not confined to informing and consulting 
workers' representative bodies. The managements of 
subsidiaries are also to be kept fully briefed by the 
management of the dominant undertaking. In the past, 
where a subsidiary has failed to inform its employees, the 
reason given has often been that the subisidary itself did 
not receive the necessary information from its parent 
company or did not receive it in time. The managements 
of subsidiaries should never be left in a position where 
they are unable to inform and consult workers or their 
representatives effectively because their parent companies 
have failed to provide information. 
15. The Committee notes that here it is also a question 
of protecting the managements of the subsidiaries. The 
dominant undertaking's information obligation does not 
involve any unreasonable administrative or financial 
burden. The dominant undertaking will not as a rule be 
required to procure additional information; it merely has 
to forward information already in its possession. More 
often than not this information could be extracted from, 
for example, the undertaking's annual reports, its balance 
sheet published in the business press or other publications 
about its economic and financial situation. At all events 
the management of a parent company must be expected to 
keep the managements of its subsidiaries up to date on 
important issues. A management that does not have the 
requisite information at its disposal cannot manage 
properly. 
16. The Committee notes with satisfaction that the 
proposal does not call for a plethora of information or an 
exhaustive analysis of every detail. All that is required is 
No C 77/10 Official Journal of the European Communities 29. 3. 82 
pertinent information that will provide a clear picture of 
the activities of the group as a whole. The proposal does 
not provide either far workers' representatives to be 
informed before 'every' management decision. It refers 
only to decisions 'with a substantial effect' on employees' 
interests. In a socially-just and democratic society it is 
axiomatic that those primarily affected by closures, 
transfers of production, mergers or rationalization 
measures should be informed and consulted in time. The 
Committee interprets the text of the Directive - and this 
is borne out by the explanatory memorandum - as 
meaning that it is the workers' representatives of those 
subsidiaries where workers' interests are substantially 
affected who are to be informed and consulted, and not 
the workers' representatives of just any subsidiaries. 
17. In this connection, the Committee lays special 
emphasis on the need for timely information. Belated information is useless since it only serves to justify a. fait 
accompli. Guarantees must be given that information will 
be provided at a stage where workers can still have their 
say and hold discussions with the management before a 
measure is implemented. 
18. The Directive should moreover require 
undertakings to inform workers which bodies in the 
undertaking or outside it (consortium, holding company) 
are responsible, and to what extent, for specific 
decisions. 
19. The structure of the Directive should be generally 
tightened up and simplified. The undertakings covered by 
the Directive should be defined in a single article. The 
repetition of the provisions on information and 
consultation rights for different types of undertakings is 
also superfluous. 
Done at Brussels, 27 January 1981. 
The Chairman 
of the 
Economic and Social Committee 
Tomas ROSEINGRAVE 
ANNEX 
to the opinion of the Economic and Social Committee 
I. Vote on the opinion as a whole 
A roll call vote was taken on the full text of the opinion of the Committee, on which the following members, 
present or represented, voted for the opinion: 
Mr Basnet, Mr Beretta, Mr Boddy, Mr Bonety, Mr Bornard, Mr Buckton, Mr Burnel, Mr Carroll, 
Mr Cavazutti, Mr Chappie, Mr Chronopoulos, Mrs Clark, Mr Cremer, Mr Curlis, Mr Dassis, Mr Daul, 
Mr Debunne, Mr de Grave, Mr Delourme, Mr von der Decken, Mr Douros, Mr Drago, Mr Drain, Mr 
Dunet, Mrs Engelen-Kefer, Mr Etty, Mr Fredersdorf, Mr Friedrichs, Mr Glesener, Mr Gredal, Mr van 
Greunsven, Mr Hennig, Mrs Heuser, Mrs Hilkens, Mr Houthuys, Mr Jaschick, Mr Jenkins, Mr 
Karakitsos, Mr Kirschen, Mr Kolymvas, Mr Lauga, Mr Laur, Mr Laval, Mr Loccufier, Mr Massabieaux, 
Mr Masucci, Mr Meraviglia, Mr Militello, Mr Milne, Mr Muhr, Mr Murphy, Mr Neumann, Mr B. 
Nielsen, Mrs Nielsen, Mr P. Nielsen, Mr Nierhaus, Mr Ognibene, Mrs Patterson, Mr Pfeiffer, Mr Pronk, 
Mr Querini, Mr Ramaekers, Mr van Rens, Miss Roberts, Mr Rollinger, Mr Rouzier, Mr Saitis, Mr Scalia, 
Mr Scharrenbroich, Mr Schneider, Mr Sorensen, Mr Soulat, Mrs Strobel, Mr Theisen, Mr Vanni, 
Mr Ventejol, Mr Wagenmans, Mrs Weber, Mr Zoli. 
The following members, present or represented, voted against the opinion: 
Mr Ammundsen, Mr Arena, Mr Bagliano, Mr Benigni, Mr Bernaert, Mr Blamoutsis, Mr Blasig, 
Mrs Bredima, Mr Breitenstein, Mr Broicher, Mr Butler, Mr de Caffarelli, Mr Cammann, Mr van Campen, 
Mr Chabrol, Mr Clavel, Mrdu Closel,MrCouture,MrdeBievre,MrdeBruyn,MrEvain, Mr Gallagher, 
29. 3. 82 Official Journal of the European Communities No C 77/11 
Mr Germozzi, Mr Gingembre, Mr Goris, Mr Hall, Mr Hatry, Mr Hemtner, Mr Hicks-Beach, Mr W. 
Jonker, Mr Kenna, Mr Kolbenschlag, Mr Lane, Mr Law, Mr Leddy, Mr Leo, Mr Loebl, Mr Loughrey, 
Mr Masprone, Mr Miller, Mr Mills, Mr Morselli, Mr Paggi, Mr Papadopoulos, Mr Pearson, Mr de 
Precigout, Mr Rainero, Mr Renaud, Mr Rizos, Mr Romoli, Mr Savini, Mr Schnieders, Mr Seydaack, 
Mr Staratzke, Mr Storm-Hansen, Mr Wagner, Mr Wick, Mr Williams, Mr Wylie, Mr Zinkin, 
Mr Zunkler. 
The following members, present or represented, abstained: 
Mr Berns, Mr Bos, Mr Davies, Mr de Tavernier, Mr Doble, Mr Emo Capodilista, Mr Georgiou, 
Mr Jakobsen, Mr Margot, Mr Marvier, Mr van der Veen. 
II Rejected amendment 
The following amendment, tabled by Group I (Employers) in accordance with the Rules of Procedure, was 
rejected by the Committee in a vote by name: 
'The text of the opinion, after "Having regard to the report presented by the rapporteur, Mr Muhr", to be 
replaced by the following: 
Whereas the Commission communication to the Council on multinational undertakings and Community 
Regulations (7 November 1973) mentions the impact of multinational companies on employment, and 
refers to the problem of informing and consulting workers; 
Whereas the Committee opinion on the Commission communication to the Council on multinational 
undertakings and Community Regulations, in the chapter dealing with the protection of workers' interests, 
made various recommendations for improving the transparency of the activities of multinationals and also 
referred to the part they could play in improving living conditions throughout the world and in overcoming 
selfish national attitudes (]); 
Whereas the social action programme (24 October 1973) refers to the need for greater worker participation 
at undertaking level; 
Whereas the Committee has also expressed its view on workers' rights in multinationals in its opinion on 
the draft social action programme - Chapter HI - Industrial democracy (29 November 1973); 
Whereas the Council resolution (2) on the social action programme called for closer involvement of 
workers and their representatives in the life of undertakings and plants in the Community; 
Whereas the Committee's opinion (3) on the Commission green paper on employee participation and 
company structure states that general agreement has been reached that worker participation in the broadest 
sense of the term is a desirable development in a democratic society; 
Whereas there must be no discrimination between national and transnational undertakings as regards 
information and consultation obligations. 
HAS ISSUED THE FOLLOWING OPINION: 
1. General comments 
The Committee has always been in favour of proper information and consultation. All employees should be 
kept informed directly and/or through their representatives of the policies and progress of their firm and of 
any group to which their firm may belong. They should be consulted about decisions which may directly 
affect them. Information should be adequate, relevant, up-to-date. Consultation should permit proper 
consideration of the arguments and suggestions put forward by those consulted. 
(1) OJNoC 116,30. 9. 1974. 
(2) OJNoC 13,21. 1. 1974. 
(3) OJNoC 94, 10.4. 1979. 
No C 77/12 Official Journal of the European Communities 29. 3. 82 
The Committee believes that proper information and consultation are in the interest of both employer and 
employee, and recognizes that many undertakings and groups, including transnational, already take for 
granted the need for adequate, timely employee consultation and information. 
The principles on which information and consultation are based do not change with complexity; but the 
procedures become more complicated and the choice of relevant information and of which decisions affect 
which employees, becomes more delicate, with a growth in the number of a firm's establishments, or of the 
countries in which it operates. The Committee has always considered that there should be no 
discrimination between undertakings according to whether they are national or transnational, or 
transnational based within or outside the Community. 
The Committee considers that managements of subsidiaries should be fully briefed on any matter relevant 
to them by their parents ("dominant undertakings"), so that they are always in a position effectively to 
inform or consult their employees or their representatives. 
Should there be a Community instrument? 
Where the Committee differs from the Commission is over the Commission's belief that a case has been 
made for a Community Directive. The Committee believes that, at this stage, it would be better to leave 
them to the evolution of national law and practice. There is already a large body of such law and practive in 
each Member State, which covers satisfactorily the great majority of problems which arise. Law and 
practice in the Member States can always be modified to fill any lacunae which may be found. 
To supplement the national laws, there are the OECD guidelines and the ILO tripartite declaration, by 
which many transnational voluntarily govern their conduct. 
The Commission puts forward two reasons for a Community Directive: first, distortion of competition and 
secondly, that only the Community can deal with transnationals. 
However, the Committee notes that no evidence is put forward to show that there has been distortion of 
competition, and that no industry has ever complained of any such distortion as a result of differing 
provisions of law on information and consultation. 
The Committee further notes that most of those affected by the draft Directive are small and medium-sized 
national undertakings. 
Secondly, since the Community has no more jurisdiction than its Member States over a parent company 
("dominant undertaking") based in the United States or Switzerland or elsewhere outside it, and since any 
Community Directive has to be enforced by the Member States in accordance with laws made nationally, 
the Community has no more power to impose its laws on a non-Community transnational than the 
individual States have. The Community has no sanctions which are not available to Member States. 
The Committee considers further that in the vast majority of cases a Member State will have no difficulty in 
seeing that its law is respected by taking action against the subsidiary which is in breach of its obligations. 
The Committee wonders whether, in certain notorious cases, the Member State has taken all the action 
open to it under the law. 
On the other side, there must be set the sensitiveness of industrial relations, the deep historical and social 
roots of the different ways in which they are conducted in the different Member States, and the varying 
attitudes of the social partners in the different Member States. The variety of national laws is a consequence 
not a cause, of these differences. It is not an accident that in one Member States the law provides for 
information to be given to trade unions, and not to unorganized employees, in the context of a negotiation 
while in another the law provides for it to be given to works councils elected by all employees and in a 
context quite separate from negotiations. In some Member States there is codetermination in one form or 
29. 3. 82 Official Journal of the European Communities No C 77/13 
another which provides an extra channel for information and consultation; in others, there is not. In some 
Member States information and consultation are largely governed by law, in certain others, they are mainly 
the subject of collective agreements. 
In order to be acceptable any harmonization must, therefore, be careful and conclusively proved to be 
necessary. One Member State has had the experience of adopting the idea of the legal enforceability of 
agreements from the legislation of other Member States and then finding that it was unworkable. The 
Commission's assumption that all that is needed is to align the laws of other Member States on what it 
considers to be the most progressive Member States ignores both experience and the strength of national 
tradition. Indeed, the draft Directive may even be interpreted as ignoring German tradition. The 
obligations to seek relative industrial peace and to work together on the basis of mutual confidence for the 
benefit of undertaking, which are so important in the German Works Council Act, find no mention in the 
draft Directive. 
The proposed provisions 
The Committee considers many of the draft Directive's individual provisions to be unsuitable or 
impracticable. 
Information 
The information sections are modelled on the German law which was primarily directed to the information 
to be supplied in a single establishment. They are inappropriate for a complex group. 
Production programmes, rationalization plans, manufacturing and working methods, investment 
programmes, procedures and plans are almost always matters for individual subsidiaries, or plants, not for 
the group as a whole. 
The draft Directive does not provide the protection the Committee considers essential for necessary 
commercial secrecy. This protection is provided in the laws of various Member States, e.g. § 106.2 of the 
German Works Council Act, 'so far as there is no risk of disclosing the trade or business secrets of the 
Company'. The premature disclosure of plans can be very damaging. Sanctions after the event are not 
enough to ensure secrecy when disclosure is made to a large number of people, sometimes in many 
countries. 
Consultation 
The Committee considers the consultation requirements to be so extensive as to be impractical. They 
would appear to require consultation, say, of the workers in an ice-cream subsidiary in Italy if an animal 
feeds factory was being extended in Scotland. Subsidiaries may be so remote from each other and 
conditions in them so different, that universal consultation will only cause confusion. Consultation should 
be confined to those directly affected and there must be a limit to the extent to which it can be prolonged, if 
the decision-making process is not to be paralyzed. Undue delay, under present conditions, can cost jobs. 
Whether the decision has a direct effect on terms of employment and working conditions should be a 
question of fact, not to be decided on the opinion of one side. 
Company law 
The Committee considers that the draft Directive is inadequately related to the existing and proposed 
provisions of company law in the Community and in the Member States. The Seventh Draft Company Law 
Directive, which is likely soon to be accepted, lays down the information to be given to shareholders. This is 
extensive and includes information on likely developments (Article 20). There is a further draft Directive 
for companies with a stock exchange listing. It will be a considerable burden if companies have to provide 
No C 77/14 Official Journal of the European Communities 29. 3. 82 
one set of information for their shareholders and another for their workers, and if they have to provide 
certain information every six months where otherwise they are only required to do so yearly. 
The requirements of the draft Directive will also create difficulties with other aspects of company law e.g. 
the stock exchanges in some Member States and the American SEC require general publication of any 
information given to a large "number of employees which might be price sensitive. Similarly, the 
requirements in the case of an acquisition, seem to be incompatible with the take-over code applicable in the 
United Kingdom and Ireland. 
Parent companies and subsidiaries 
The draft Directive would appear to assume that in every complex company there is somewhere a 
decision-making centre. 
The Committee does not believe this is so, either in law or in practice. In law, in all the Member States, 
decisions are made by the board of the subsidiary, except under certain special arrangements in one 
Member State. In practice, the parent may exercise rights as a shareholder, a banker, a supplier of 
technology, a customer or a trade-mark owner. It may recommend, ratify, formulate a general strategy, 
provide (or refuse) finance. Nearly all complex undertakings are today highly decentralized as a matter of 
efficiency. They relatively rarely make decisions in the direct sense the draft Directive has in mind, and 
without a tight definition of what constitutes a decision, it would be difficult for a parent undertaking to ' 
know which of its actions were covered by the draft Directive. 
The options given the employees in certain circumstances, both for information and consultation, of 
by-passing their own subsidiary board and going direct to the parent company distracts, in the Committee's 
opinion, form the essential importance of ensuring information and consultation at the level of the 
subsidiary. In the Committee's view, the Commission's approach would not even be effective against any 
non-Community transnational whose Board could simply refuse to comply with the by-passing. 
Meanwhile, relations with the subsidiary Board, with which all negotiations have to be conducted and 
which still has the power of final decision, risk being undermined. This undermining of relations would, of 
course happen equally in Community transnational and in complex national undertakings. 
S 
Sanctions 
The Committee considers that any sanctions should be civil and applicable only to the subsidiary 
concerned. An effective sanction against transnationals with headquarters outside the Community has not 
been found (Article 8, as read with Article 4 would appear not even to apply to them). 
Making the biggest subsidiary responsible is no more effective against the parent company than leaving the 
responsibility with individual subsidiaries, and it brings in a Board which will know nothing of the 
facts. 
Conclusion 
The Committee would ask the Council to have the Commission to reconsider the draft Directive, both as to 
its necessity and to its provisions. 
The Commission should consult afresh with Member States and with the social partners in order to 
see: 
— first, whether there is any such distortion of competition or inability by the Member States to enforce 
the obligations on information and consultation which they have laid down as to justify Community 
action; 
29. 3. 82 Official Journal of the European Communities No C 77/15 
— secondly, whether any harmonization of national laws is practicable and desirable; and if so, 
what; 
— thirdly, if Community action is agreed, by those consulted to be warranted, what form it should 
take. 
The Committee would ask that these consultations should concentrate on the categories of cases where a 
considerable number of jobs may be at stake, and should consider whether the Directives on collective 
dismissals and on the transfer of acquired rights (a Commission report on the working of which is nearly 
three years overdue) have operated satisfactorily. The reports of the Member States on the working of these 
Directives are already due to be reported by the Commission to the Council of Ministers. 
Reasons 
The amendment does not challenge the principle of information and consultatton. The paragraphs on this 
subject (under "General comments") are virtually identical with those which occur at different places in the 
opinion. 
The essential differences with the opinion are: 
(a) that the amendment argues that industrial relations are so governed by national tradition, custom and 
practice that they are best left to the Member States; the draft Directive follows the traditions of those 
Member States where these are matters normally governed by law, and even adopts the details of their 
law, and ignores the tradition of those Member States where they are normally matters for collective 
agreement; 
(b) that the amendment interprets the requirements for information and consultation much more widely 
than the opinion does on page 11, and, therefore, finds them much more impractical; the amendment's 
interpretation would appear to be more in line with the wording of the relevant articles, though the 
more limited view of the opinion accords more with common sense; the amendment also deplores the 
lack of protection for legitim ue commercial secrets; 
(c) what the amendment considers that the attempt to enforce jurisdiction against a parent company 
outside the Community would be ineffective, and the option in certain circumstances to by-pass the 
subsidiary management would be disruptive; 
(d) that the amendment considers that the draft Directive has not been properly tied in to the existing and 
proposed provisions of company law. 
The detailed reasons are given in the amendment, and at greater length, in the Report.' 
Voting 
For: 60, Against: 80, Abstentions: 11. 
GROUP I MINORITY STATEMENT 
Following the vote by roll call, a statement was issued by members of the Employers Group (Group I) who 
had voted against. It read as follows: 
'Group I declares its dissent from the Committee's opinion 
Group I believes that information to, and consultation of, employees on all matters which directly 
concern them is conducive to both harmony and efficiency. It considers that both consultation and the 
giving of information should be conducted jointly by the management and the employees who normally 
No C 77/16 Official Journal of the European Communities 29. 3. 82 
conduct their relations together within the framework of the customs, practices and law of the 
individual Member States. 
All industrial relations take place within a socio-economic context. For reasons of history and attitudes 
even more than of law, this context is very different from one Member State to another. There is already 
a large body of such law and practice in each Member State, which covers satisfactorily the great 
majority of problems which arise. Attempts at harmonization of the law alone for the Community as a 
whole are, therefore, liable to cause worse problems than they solve. In order to be acceptable, 
harmonization must be conclusively proved to be necessary. 
In the case of information and consultation, for example, some Member States have extensive legal 
requirements in information and consultation; in others, this is an area mainly covered by collective 
agreement. Some Member States require that information be given to, and consultation conducted 
with, works councils elected by all the employees; in others it is the trade unions who are informed and 
consulted. Some Member States have a legal obligation to consider the welfare of the enterprise as a 
whole; others do not. The variety of law is a consequence not a cause of these differences in practice and 
tradition. 
The difficulty and inappropriateness of bringing all industrial relations within the Community into one 
framework given the existing differences between Member States is Group I's fundamental objection to 
the proposed Directive. 
It also considers that the proposed Directive to be seriously defective in many of its specific provisions. 
For example, the information it requires to be given is sometimes appropriate for an individual 
establishment, but quite inappropriate for the group as a whole; there is no attempt to coordinate the 
information requirements with those which other proposed directives will make companies give to their 
shareholders; there is no definition of a decision; employees have to be provided with information and 
consulted on decisions by which they are in no way affected; the provisions for groups with head offices 
outside the Community are impracticable; the Community has no sanctions which are not available to 
Member States; there is no protection for business secrets as is provided for in the laws of various 
Member States; above all, there is a serious risk that the provisions would undermine the relationship 
between employees and the management of the particular company by which they are employed and 
with which their industrial relations are normally conducted. 
Group I considers that the Council should ask the Commission to withdraw the present Directive and to 
consult afresh with the social partners and with Member States to see whether there are any particular 
points on which a Community Directive is desirable and, if so, what form it should'take.' 
Mr Ammundsen, Mr Arena, Mr Bagliano, Mr Benigni, Mr Bernaert, Mr Blamoutsis, Mr Blasig, 
Mr Bredima, Mr Breitenstein, Ms Broicher, Mr Cammann, Mr van Campen, Mr du Closel, Mr Couture, 
Mr De Bievre, Mr Evain, Mr Gallacher, Mr Hall, Mr Hatry, Mr Hemmer, Mr Hicks-Beach, Mr Jonker, 
Mr Kenna, Mr Law, Mr Leo, Mr Loebl, Mr Loughrey, Mr Masprone, Mr Miller, Mr Mills, Mr Paggi, 
Mr Pearson, Mr de Precigout, Mr Renaud, Mr Rizos, Mr Romoli, Mr Savini, Mr Schnieders, Mr 
Seydaack, Mr Staratzke, Mr Storm-Hansen, Mr Wagner, Mr Wick, Mr Wylie, Mr Zinkin, Mr 
Zunkler.