30. 12. 89 Official Journal of the European Communities No C 329/35 
Reason 
This wording is consistent with the Committee's support for the completion of the Internal Market and the 
creation of a Common Transport Policy. 
Pages 3 and 4, points 2.3 to 2.4.4 inclusive 
Delete. 
Reason 
It follows logically from the amendment to point 2.2. 
Page 4 — Conclusion 
Amend to read : 
'The Section endorses the Commission's proposals as an essential part of the creation of an integrated 
transport system and as progress towards the completion of the Internal Market. 
In particular the Section notes and agrees that the present rate fixing systems are not working as intended.' 
Voting 
For: 53, against: 70, abstentions: 7. 
Opinion on the social consequences of cross-frontier concentrations between undertakings 
(89/C 329/14) 
On 24 November 1988 the Economic and Social Committee decided, under the fourth 
paragraph of Article 20 of its Rules of Procedure, to draw up an Opinion on the social 
consequences of cross-frontier concentrations between undertakings. 
The Section for Social, Family, Educational and Cultural Affairs, which was responsible for 
preparing the Committee's work on the subject, adopted its Opinion on 14 September 1989. 
The Rapporteur was Mr Schmitz. 
At its 270th plenary session (meeting of 18 October 1989) the Committee adopted the 
following Opinion by 79 votes to 51, with 12 abstentions (vote recorded). 
1. Introduction 
1.1. It is to be expected that the number of concen­
trations between undertakings will rise considerably as 
the European Single Market is completed. This question 
should be considered not only in terms of completion 
policy, but.also in its economic, social legislation and 
social policy implications. In his statement on the pro­
posed Regulation on the control of concentrations 
between undertakings^), the then Commissioner 
Mr Sutherland expressly confirmed that social aspects 
would not be covered by this draft since they were to 
be dealt with through other provisions(2). 
(!) OJ No C 22, 28. 1. 1989, pp. 14 et seq. 
(2) See Plenary Session debate of 2 June 1988 on Opinion, 
OJ No C 208 of 8. 8. 1988, pp. 11. et seq. 1.2. The Committee does not in principle regard 
cross-frontier concentrations between undertakings as 
negative developments. They are often necessary to 
strengthen the competitiveness of the European indus­
try. As measures to safeguard and create jobs they are 
also in employees' interests, although they can also have 
negative effects on employees, particularly through: 
— transfer of production from one establishment to 
another in a group of companies, 
— shifting of local points of investment to other parts 
of a group, 
— rationalization measures, 
— shutdown of certain parts of a group, 
No C 329/36 Official Journal of the European Communities 30. 12. 89 
— transfert of the head office to another Community 
country, 
— changes in the organization of work and working 
hours, 
— cross-frontier transfers of staff. 
There can be a particular risk if, in the course of 
completion of the European Single Market, national 
establishments forming part of a foreign group (e.g. 
banks or transport firms) become simply branches. 
1.3. As well as economic advantages, there can also 
be negative social consequences for small and medium-
sized enterprises and consumers. In addition, consider­
able structural problems can arise in certain regions, 
and make specific measures necessary. However, this 
Opinion is confined to the question of social effects on 
employees in firms affected by concentrations. 
1.4. In its Opinion on the Commission draft(!) the 
Committee, therefore, stressed that 
'It must be ensured that in concentrations of under­
takings in the Community account is taken of estab­
lished employee rights.' 
The Committee accordingly welcomes the fact that the 
Commission, in its revised proposal on concentrations 
between undertakings^), lays down that: 
'Authorizations of concentrations by the Com­
mission shall in no way alter collective workers' 
rights in force in the undertakings concerned.' 
1.5. Since there is as yet no satisfactory European 
company law, the Commission should draw up as 
quickly as possible proposals for social legislation to 
avoid negative consequences for employees resulting 
from cross-frontier concentrations in the European 
Community. 
1.6. In this context both cross-frontier mergers as 
referred to in the proposal for a tenth Directive(3) 
and all other forms of economic concentrations of 
undertakings must be included. Reference can therefore 
be made to the definition in the amended proposal for 
a Regulation on the control of concentrations between 
undertakings^) of 19 December 1988. This states that 
a concentration shall be deemed to occur where 
a) two or more undertakings merge; or 
b) persons or undertakings acquire, whether by pur­
chase of shares or assets, by contract or by any 
other means, direct or indirect control of other 
undertakings. 
(!) OJNoC208, 8. 8. 1988, p. 11. 
(2) COM(88) of 19 December 1988. 
(•?) COM(84). 
(4) COM(88) of 19 December 1988. To avoid misunderstandings the more comprehensive 
term 'concentration between undertakings' is used. The 
proposal deals primarily with problems relating to con­
centrations in the Community countries. 
The social consequences of mergers are dealt with sep­
arately. In this context it should be pointed out that 
under current law cross-frontier mergers of firms are 
impossible. This question is covered by the Com­
mission's proposed 10th Directive (5). 
2. Social consequences of cross-frontier concentrations 
between undertakings 
2.1. In its proposal for a Regulation on the control of 
concentrations between undertakings the Commission 
assumes that the removal of internal frontiers could 
bring about considerable structural changes in the cor­
porate sector in the Community, particularly as a result 
of concentrations. It assesses this development from 
different angles. 
2.2. On the one hand the Commission regards 
restructuring and concentrations between undertakings 
as welcome in the interests of dynamic competition, 
since they improve the chances of enhancing the compe­
titiveness of European industry, the conditions of 
growth and the standard of living in the Community. 
On the other hand it draws attention to the risk of 
distortion of competition by market-dominating con­
centrations. The task of Community law is seen here, 
as in Article 3(f) of the EEC Treaty, as 'the institution 
of a system ensuring that competition in the Common 
Market is not distorted'. 
2.3. The trend towards concentration of undertak­
ings is important not merely in terms of competition 
policy: it has an effect on employees' interests in the 
firms concerned and on efforts to achieve the social 
policy goals of the EEC Treaty (Articles 117, 188 and 
130 a). 
Thus there is a risk that concentrations between under­
takings: 
— may entail specific job loss risks for employees, 
since after a concentration investment decisions are 
taken with different considerations in mind, 
— may be accompanied by a market domination strat­
egy and lead to the shutdown of establishments or 
the cutting back of operations, with substantial job 
losses, 
— may increase the strategic preponderance of the 
firm's or group's central management, as compe­
tition among workforces and trade unions in differ­
ent Community countries can be deliberately 
exploited. 
(5) OJ No C 23, 2.5. 1. 1985, pp. 11 et seq. 
30. 12. 89 Official Journal.of the European Communities No C 329/37 
2.4. These effects can already occurs under existing 
law. In this connection it is particularly significant 
that the possibilities for employees' representatives to 
exercise influence depend on the laws of the country 
concerned. As a result cooperation between employees' 
representatives within the same group/firm across fron­
tiers is virtually impossible. Even the trade unions can 
for the most part only take action within national 
frontiers. 
2.5. There are some examples from the very recent 
past which clearly show how Europewide concen­
trations of undertakings and groups are already exploit­
ing their strategic advantages vis-a-vis employees and 
trade unions in the run-up to 1992. Thus firms have 
succeeded in increasing shiftwork and weekend work 
in some cases by exploiting the competition between 
workforces in different Community countries when 
investment decisions are made. 
2.6. On the employee side, three factors have particu­
larly disadvantageous effects: 
— employees' representatives receive different, some­
times even contradictory information, 
— when the registered office of the holding company 
or the firm is in a different country of the Com­
munity, the employees have no authorized negotiat­
ing partner, 
— employees' representatives do not have sufficient 
facilities for cross-frontier communication and 
cooperation with employees' representatives in the 
same group/firm in other Community countries. 
2.7. The majority of employees will still continue 
to work in their existing undertaking and thereby be 
protected by national legislation (if any applies). There 
will, however, be a growing cross-frontier demand from 
employers for highly skilled employees. Where new 
contracts of employment are offered, this may create 
problems when there is uncertainty as to the legal basis. 
3. Special problems in cross-frontier mergers between 
public limited companies (10th Directive) 
The proposal for a tenth Directive^) on cross-frontier 
mergers between public limited companies raises a num­
ber of labour law problems which are not fully dealt 
with in Directive 77/187/EEC, particularly since this 
Directive was drawn up to cover mergers between firms 
within one State. This Directive does admittedly 
guarantee continuation of the jobs of persons employed 
in the company being taken over. Since in the case of 
(') COM(84); the European Parliament has not yet completed 
its consideration of this matter. a cross-frontier merger the company carrying out the 
takeover is based in another Member State, however, 
a number of questions concerning conflict of laws arise: 
3.1. Does the same labour law remain applicable? 
Under the convention on the law applicable to contrac­
tual obligations(2), the law applicable to the employer-
employee relationship is in principle determined by the 
usual place of work. The 'nationality' of the employer 
plays no part in this. However, exceptions may in future 
be possible, if it 'appears from the circumstances as a 
whole that the contract is more closely connected with 
another country'. This may be the case if, for example, 
employer and employee are of the same nationality. As a 
result the legal system applicable to individual employees 
may change under certain conditions. Highly-skilled 
staff could be particularly affected by this. 
In Member States which have not yet ratified the afore­
mentioned Convention(3), the possibility cannot be 
ruled out that under individual contracts it may be 
agreed that the applicable labour law will be that of 
the Member State where the company effecting the 
takeover is based. The authorization of cross-frontier 
mergers can lead in a number of cases to the previously 
applicable legal system being replaced by that of anoth­
er Member State. 
3.2. Which labour court is competent ? 
Under the Convention of 27 September 1968(4) on juris­
diction and the enforcement of judgements in civil and 
commercial matters, which is also applicable to labour 
disputes(5), the court at the place where the branch is 
located remains competent. However another court can 
be declared competent through contractual agreement. 
Article 17(1) of the Convention provides for complete 
contractual freedom regarding labour disputes. Direc­
tive 77/187/EEC does not cover this case. Hence, after 
a cross-frontiermerger, the employer now based abroad 
can seek through an individual contractual agreement 
with the employees to establish as place of jurisdiction 
a place other than the place where the branch is located. 
This can even be the place where the head office of 
the undertaking is located. This entails the risk that 
although national labour law may remain applicable 
after a cross-frontier merger, its enforcement may be 
(2) OJ No L 266, 9. 10. 1980, pp. 1 et seq. 
(•') By 1987 this Convention had been ratified only by France, 
Italy, Denmark, Belgium, Luxembourg and the Federal 
Republic of Germany. 
(4) OJ No L 299, 31. 12. 1972, pp. 32 et seq. 
(5) Court of Justice of the European Communities (CJEC) of 13 
November 1979, case No 25/79, and of 25 June 1981, case 
No 150/80. 
No C 329/38 Official Journal of the European Communities 30. 12. 89 
impeded for employees through contractual agreements 
on the .place of jurisdiction. Here, too, highly-skilled 
employees are worst affected. 
3.3. Do the existing wage agreements remain appli­
cable ? 
In principle Directive 77/187/EEC would also apply to 
a cross-frontier merger between public limited com­
panies. However, this Directive provides only a limited 
guarantee for the continuing validity of collective agree­
ments : the working conditions covered by a collective 
agreement remain in force only until its termination 
or expiry. After that there is no collective agreement 
protection. The rules laid down in a collective agree­
ment can be superseded earlier by another wage agree­
ment, even if the latter provides for worse working 
conditions. In addition, the period for maintenance of 
collectively agreed working conditions in the Member 
States can be limited to one year under Article 3(2) of 
the Directive. Use has been made of this possibility. 
However, the main problem is that Directive 77/187/ 
EEC is geared to company takeovers within a single 
country. In such cases, where large undertakings are 
merged, it can normally be assumed that existing wage 
agreements will eventually be replaced by other wage 
agreements which already apply to the company mak­
ing the takeover. In the case of a cross-frontier merger 
such replacement of wage agreements is impossible. 
The wage agreements applying to the acquiring firm 
are valid only for the Member State in which that firm 
is based. They cannot therefore be applied to employees 
in the firm taken over. Once their old collective agree­
ments have ended, these' employees can obtain the pro­
tection of a collective agreement only if the acquiring 
firm creates in the relevant Member State the conditions 
for reaching such agreements, e.g. by joining the appro­
priate employers' association or carrying on wage nego­
tiations with the appropriate trade union across 
national frontiers. Since national laws on collective 
bargaining and on industrial action do not provide for 
this and there is as yet no basis for it in Community 
law, there is a considerable degree of legal uncertainty. 
3.4. Effects on wage negotiations and industrial action 
The loss of the home-country employer through a cross-
frontier merger is important not only for the employees 
but also for the trade unions. They may as a result be 
increasingly obliged to conclude cross-frontier company 
wage agreements. This could have serious consequences 
for the existing collective agreement systems in some 
Member States. In the case of transnational wage agree­
ments it is also unclear which laws on collective agree­
ments will apply. In addition, disadvantages arise for trade unions from 
the fact that they can call for strike action only in their 
own country. The question of sympathy strikes takes on 
particular urgency for trade unions when transnational 
wage agreements are to be concluded. 
3.5. Effects on employee representation? 
In some Member States a cross-frontier merger can 
result in a worsening of the legal situation for the 
representatives of the labour force. This applies first 
and foremost to participation in the supervisory or 
administrative body of the undertaking where they 
apply. This question is covered by the current drafts 
for a fifth (l) and a tenth Directive. Quite independently 
of this, the transfer of a firm's head office to another 
country as a result of a cross-frontier merger can lead in 
some Member States to the disappearance of employees' 
representative bodies based on law or collective agree­
ments (2). If the bodies concerned have the task of 
representing the common interests of employees in an 
undertaking or group with more than one establishment 
in the Member State in question, this would constitute 
a serious loss of rights for employees. 
3.6. These problems ought to be solved with the 
adoption of a tenth Directive. The questions relating 
to collective agreements point to the need to ensure 
that the national collective agreement systems continue 
and to develop a framework for a European collective 
agreement system, to be based on the various national 
systems. 
4. Measures necessary to establish basic standards in 
the labour sphere aimed at preventing negative 
social consequences of concentrations between 
undertakings 
4.1. In its working document (3), the Commission 
regards a certain uniformity of labour law provisions 
in certain fields as necessary. It says there is extensive 
agreement that basic standards for safety and health at 
the workplace ought to be guaranteed for all employees 
in the Community in accordance with Article 118 A of 
the EEC Treaty. 
4.2. Limiting action to the laying down of basic 
standards for safety and health at the workplace would, 
however, seem to be a mistake, not least because of the 
increase in concentrations between undertakings on a 
European scale. The more far-reaching aims of upward 
harmonization of living and working conditions and of 
close cooperation between Member States on social 
(J) OJ C No 131, 13. 12. 1972, OJ C No 23, 25. 1. 1985. 
(2) For example, this would apply to the overall works councils, 
group-level works councils and economic committees pro­
vided for by law in the Federal Republic of Germany. 
(•*) The social dimension of the internal market (1988). 
30. 12. 89 Official Journal of the European Communities No C 329/39 
questions (Articles 117, 188, 130 A of the EEC Treaty) 
therefore call for additional measures. The Community 
should not lose sight of the aim of gradual establishment 
of basic social standards in labour and social legislation 
in the Member States. The Community should act on 
the basis of the Directives adopted by the Council on 
mass dismissals (l), safeguarding of employees' rights 
in the event of transfers of undertakings, businesses or 
parts of businesses (2) and protection of employees in 
the event of insolvency of their employer (3). 
4.3. Without Community provisions on basic stan­
dards, there is the risk that the intensifying competition 
may lead the Member States to align the social stan­
dards at the lowest level. The recommendations in 
the ESC Opinion on basic Community social rights (4) 
should therefore be put into practice very rapidly. In 
doing so special attention should be paid to specific 
problems connected with concentrations between 
undertakings in the Community. 
4.4. However, Community provisions in the field of 
material working conditions can only bring about a 
certain degree of harmonization of basic standards in 
the labour sphere. Contractual arrangements between 
the managements of firms and employees' representa­
tives for coping with the social consequences of concen­
trations between undertakings therefore remain of the 
highest importance. 
4.5. If the social partners, whose autonomy the Com­
mittee emphasizes, are to carry out their task properly, 
their powers and possibilities must be adapted to the 
specific problems of the internal market. The develop­
ment of collective rights is therefore particularly impor­
tant. This applies not only to freedom of association 
and the right to engage in wage negotiations but also 
to the right of employees' representatives to be informed 
and consulted by the decision making bodies in under­
takings. The ESC Opinion on basic Community social 
rights stated that in order to 'make a success of the 
single market' it was 'particularly urgent to adopt 
instruments' with regard to: 
'the right to information and consultation in the 
event of the restructuring or merger of firms'. 
This means that the structures for representing 
employees' interests in a transnationally active concern 
must be adapted to the concern's own structures to 
enable employees' representatives to arrive at uniform 
cross-frontier policies and to negotiate with the actual 
decision-makers. 
(!) OJ No L 48, 22. 2. 1975, pp. 29 et seq. 
(2) OJ No L 61, 5. 3. 1977, pp. 26 et seq. 
(3) OJ No L 283, 20. 10. 1980, pp. 23 et seq. 
(4) OJ No C 126, 23. 5. 1989, pp. 4 et seq. 5. Proposals on a Community legal basis for structures 
for the representation of employees' interests in the 
Community 
5.1. During the debate which took place in 1975 on 
the statute for the European company, the Commission' 
proposed a model for a European works council. The 
Commission then thought it necessary, in the case of 
European companies with establishments in a number 
of Member States, for a European works council to be 
set up to represent the interests of employees in the 
European company, with its own information, consul­
tation and participation rights; it was to be responsible 
for matters concerning more than one establishment. 
In 1983 the Commission dropped this idea. 
In the amended proposal for a fifth Directive of 19 
August 1983 (5), only the information and consultation 
rights of employees' representatives vis-a-vis the com­
pany's management body were regulated. 
In its proposal of 25 August 1989 on the statute for a 
European company the Commission completely 
excluded questions relating to employee participation 
at establishment level. 
5.2. In its Opinion of 24 November 1988 (6) on 
the Commission's memorandum on the statute for the 
European company the Committee calls upon the Com­
mission to make provision for 
'information and prior consultation of workers on 
company decisions regarding closures, transfers, 
mergers or takeovers, production changes, and 
major work reorganisation, in accordance with 
national laws and collective agreements, with due 
regard being paid to the obligations to observe 
secrecy'. 
Later on in this Opinion the Committee asks the Com­
mission to 
'give thought—not just in connection with the Euro­
pean company statute, of course—to the need to 
ensure that consultation takes place at the levels 
where decisions are made on the distribution of 
production and labour which could affect the pos­
ition of workers employed in European subsidi­
aries.' 
5.3. The amended proposal of 8 July 1983 for a 
Directive on information and consultation of employees 
(Vredeling Directive), discussion of which is to be 
resumed this year at the Council's suggestion, contains 
proposals on (7): 
— uniformly defined information rights, 
(5) OJ No C 131, 13. 12. 1972, p. 49. 
(6) OJ No C 23, 30. 1. 1989, pp. 36 et seq. 
(7) OJNoC217, 12. 8. 1983. 
No C 329/40 Official Journal of the European Communities 30. 12. 89 
— qualified rights of consultation on decisions which 
can have serious consequences for workers, 
— a representative body for all employees of the parent 
firm and its subsidiaries within the Community on 
the basis of an agreement between the management 
of the parent firm and the employees' representa­
tives. 
The specific problems relating to transnational firms 
with a decision-making centre outside the Community 
are to be taken into account by appointing a representa­
tive to be responsible for the implementation of this 
Directive in the Community. 
6. Conclusions 
6.1. The debate on questions relating to partici­
pation, consultation and information for employees in 
undertakings which operate on a Community-wide 
scale has now reached a critical stage. The Commission 
proposals on the 10th and 5th Directives are not yet 
ripe for decision. It does not seem either that a compro­
mise could be found here which could be adopted in 
the near future by the Council. 
6.2. In view of the serious problems arising for the 
employees involved in cross-frontier concentrations, 
pragmatic arrangements dealing with at least some of 
the negative social consequences must be arrived at, 
despite fundamental differences of opinion. 
In this connection, the Committee draws attention to 
its Opinion on the memorandum on the statute for 
the European compnay. It reiterates that an optional 
approach, as with the European Company, makes it 
possible to try out a progressive model for employee 
participation. 
63. Since, independently of this question, there is 
a need for information and participation rights for 
employees' representatives in connection with cross-
frontier concentrations between undertakings, a Com­
munity framework should be devised for this. This 
framework ought to be based on national arrangements 
for employee representation, and provide for regular 
information and consultation of employees' representa­
tives at European level. 
6.4. Past experience offers little hope that satisfac­
tory arrangements can be arrived at on a voluntary basis 
between employees' representatives and the decision­making bodies of undertakings('). There is an urgent 
need for a Community legal basis in order to make 
substantial progress in this field possible. 
6.5. In view of the increase in cross-frontier concen­
trations between undertakings in the Community (2), 
the Committee proposes that a European advisory com­
mittee of employee representatives be set up alongside 
the group/undertaking management. The following 
points should be covered in a Directive: 
— the composition of the European advisory commit­
tee (election by the labour force in accordance with 
national traditions or through existing employees' 
representative bodies/representative trade unions), 
— distribution of seats in proportion to the status and 
number of employees (employment structure) in 
each country, 
— the laying down of clearly defined information and 
consultation rights, 
— a procedure in the event of disagreement, with the 
possibility of deferring the implementation of meas­
ures which affect the interests of employees in more 
than one country, 
— the right to call in experts, 
— regular meetings, at least once a year, 
— an obligation on the undertaking or concentration 
of undertakings to bear the costs. 
6.6. The Committee also proposes that a cross-fron­
tier concentration between undertakings be autorizable 
under the Regulation on the control of such concen­
trations, only if the management agrees at least to 
the setting-up of a European advisory committee of 
employee representatives. In this way the Commission 
can make good its intention to ensure that there will 
be no encroachment upon existing collective rights of 
employees. 
6.7. In the case of transnational concentrations 
between undertakings with a decision-making centre 
outside the European Community, the firm should be 
obliged to set up a coordination body within the Com­
munity, to which a European advisory committee 
should be attached. 
6.8. In addition, the Committee proposes that the 
Commission draw up a special programme to further 
(') A study by the European Trade Union Institute (ETUI) men­
tions only three agreements since 1985 which have led to the 
setting up of European information and consultation bodies. 
In many other cases efforts by employees' representatives and 
trade unions to achieve such agreements have failed. 
(2) There were 75 mergers involving the Community's top 1 000 
industrial firms in 1986/1987 as opposed to 29 in 1983/1984. 
This represents an increase of almost 160%. (Figures taken 
from the F"C Commission's 'European F.conomy'). 
30. 12. 89 Official Journal of the European Communities No C 329/41 
meetings between, and training of, employees' represen­
tatives in cross-frontier enterprises. 
6.9. Not least for employment policy reasons, the 
Committee regards cross-frontier concentrations as 
sensible in many cases. However, it expects that in the 
enterprises concerned the necessary steps will be taken 
to ensure that any restructuring measures required are 
carried out in a socially acceptable way (e.g. alternative 
employment, training measures and social plans). 
6.10. The EC Directives on the safeguarding of 
employees' rights in the event of transfers of undertak­
ings, businesses or parts of businesses (]) and on the 
protection of employees in the event of the insolvency of their employer (2) have in some cases proved inadequate 
when implemented at national level. This applies 
especially to the inclusion of all operational and occu­
pational categories (e.g. mariners). There are also prob­
lems in some Member States regarding the financing 
and operation of the guarantee institutions. Consider­
ation should therefore be given to amending the two 
Directives in connection with mergers and take-overs. 
6.11. The Committee would ask the Commission to 
include this Opinion's proposals in the action pro­
gramme for the adoption of basic social standards (due 
at the end of 1989). The economic and productive 
integration process for strengthening the potential of 
European enterprises can be facilitated in this way 
without the interests of the workers involved being 
prejudiced. 
(!) OJNoL61,5. 3. 1977. OJ No L 283, 28. 10. 1980. 
Done at Brussels, 18 October 1989. 
The Chairman 
of the Economic and Social Committee 
Alberto MASPRONE 
APPENDIX I 
to the Opinion of the Economic and Social Committee 
Results of voting on the opinion as a whole 
The following members (voting in person or through their replacements) were in favour of the Opinion: 
Mr/Mrs/Miss: Amato, Ataide Ferreira, Bazianas, Bento Goncalves, Beretta, Berger, Berns, Bleser, Boisseree, 
Bordes-Pages, Breyiannis, Briganti, Vasco Cal, Calvet Chambon, Carroll, Cavazzuti, Ceballo Herrero, 
Christie, Alves Conde, Cortois, Dassis, Decaillon, Delia Croce, Dos Santos, Drilleaud, Elstner, Etty, Eulen, 
Flum, Frandi, Freeman, Gayetot, Geuenich, Gomez Martinez, Gredal, Hagen, Hilkens, Horsken, Houthuys, 
Jenkins, Kitsios, Laka Martin, Landaburu, Lappas, Larsen, Liverani, Luchetti, Maddocks, Mercier, Morselli, 
Mourgues, Muhr, Muniz Guardado, Murphy, Nielsen B., Nielsen P., Nierhaus, Nieuwenhuize, Orsi, Proenca, 
Raftopoulos, Ramaekers, Roseingrave, Rouzier, Santillan Cabeza, Schmitz, Schoepges, Silva, Smith A.R., 
Smith L.J., Spijkers, Staedelin, Tixier, Vallejo Calderon, Vanden Broucke, Vassilaras, Velasco Mancebo, 
Vercellino, Zufiaur Narvaiza. 
The following members, voting in person or through their replacements, were against the Opinion: Arets, 
Bagliano, Beltrami, Bredima-Savopoulou, Broicher, Campbell, Ceyrac, Collas, Corell Ayora, Coyle, van Dam, 
Dodd, Donck, Fresi, Garcia Morales, Giacomelli, Hancock, Hovgaard Jakobsen, Kazazis, Kenna, Kirchfeld, 
Kroger, Low, Machado Von Tschusi, Meyer-Horn, Moreland, Noordwal, de Normann, Pardon, Pearson, 
Petersen, Petropoulos, Poeton, Proumens, Ribiere, Riera Marsa, Robinson, Rolao Goncalves, Romoli, Schade-
Poulsen, Schnieders, Solari, Speirs, Storie-Pugh, Strau£, Tamlin, Telles, Termes Carrero, Tukker, Wagner, 
Wick, Whitworth. 
The following members, voting in person or though their replacements, abstained: Aspinall, Drago, Forgas, 
Gardner, Green, Lustenhouwer, Mantovani, Margot, Mayayo Bello, Morales, Vidal, Williams. 
No C 329/42 Official Journal of the European Communities 30. 12. 89 
APPENDIX 2 
to the Opinion of the Economic and Social Committee 
The following amendments, which received at least one quarter of the votes cast, were rejected together in 
the course of the discussions: 
Point 1.5 
To be deleted. 
Voting 
For: 53, against: 82, abstentions: 9. 
Point 1.6 
Delete last paragraph on page 2. 
Voting 
For: 53, against: 82, abstensions: 9. 
Points 2.5, 2.6 and 2.7 
Delete and substitute the following: 
'The Commission must examine the following problems:' 
(to be followed by 3.1, 3.2, }3, 3.4 and 3.5). 
Voting 
For: 53, against: 82, abstentions: 9. 
Point 4.5 
Delete from the end of the third sentence ('... decision-making bodies in undertakings'). 
Voting 
For: 53, against: 82, abstentions: 9. 
Point 5.3 
To be deleted. 
Voting 
For: 53, against: 82, abstentions: 9: 
Points 6.3, 6.4, 6.5, 6.6 and 6.7 
Delete and substitute the following: 
'The Committee calls on the Commission to examine the issues referred to soon and to submit suitable 
proposals for solving these problems, bearing in mind national structures and procedures.' 
Voting: 
For: 53, against: 82, abstentions: 9. 
30. 12. 89 Official Journal of the European Communities No C 329/43 
APPENDIX 3 
to the Opinion of the Economic and Social Committee 
Minority statement 
Following the vote by roll-call on the Opinion as a whole, members (listed below) of the employers' group, 
who had voted against the Opinion, issued the following statement: 
The employers' group at the Economic and Social Committee firmly rejects the conclusions set out in the 
own-initiative Opinion. 
The group has expressed its support on a number of occasions for measures to enable employees to be 
informed and involved in respect of decisions by which they are directly affected. This right is guaranteed in 
all EC Member States by national legal provisions or practice. The right is guaranteed regardless of whether 
companies (or groups) for which employees work are organized on a purely national or international basis. 
Employees are likewise protected as regards labour law provisions and collective bargaining rights. 
The Opinion calls for the introduction of a new battery of instruments, in a form not found in any of the 
EC States. In the view of the employers group the proposed instruments are neither desirable nor expedient. 
European advisory committees would be inflexible and rake no account of existing information and 
consultation procedures and machinery in the individual Member States. They would not provide an 
appropriate means of tackling the problems raised in the Opinion. 
In the final analysis the conclusions to the Opinion are calling for establishment of an additional body of 
employee representatives in all parent companies or groups, given the illogicality of the distinction drawn in 
the Report between cross-frontier and purely national groups. 
It is unacceptable that the occasion of the debate on matters covered by the 10th Directive should be used 
for the purpose of introducing an additional system of worker participation throughout the Community. 
Arets, Bagliano, Beltrami, Bredima-Savopoulou, Broicher, Campbell, Ceyrac, Collas, Corell Ayora, Coyle, 
van Dam, Dodd, Donck, Fresi, Garcia Morales, Giacomelli, Hancock, Kazazis, Kenna, Kirchfeld, Kroger, 
Low, Machado von Tschusi, Meyer-Horn, Noordwal, de Normann, Pardon, Pearson, Petersen, Petropoulos, 
Poeton, Proumens, Ribiere, Riera-Marsa, Rolao Goncalves, Romoli, Schade-Poulsen, Schnieders, Solari, 
Tamlin, Telles, Termes Carrero, Tukker, Wagner, Whitworth, Wick. 
Opinion on the proposal for a Council Regulation (EEC) amending Regulation (EEC) 
No 797/85 as regards the rates of reimbursement for the set-aside of arable land 
(89/C 329/15) 
On 31 July 1989 the Council decided to consult the Economic and Social Committee, 
under Article 198 of the Treaty establishing the European Economic Community, on the 
abovementioned proposal. 
The Section for Agriculture and Fisheries, which was responsible for preparing the Commit­
tee's work on the subject, adopted its Opinion on 5 October 1989. The Rapporteur was 
Mr Luchetti. 
At its 270th plenary session (meeting of 19 October 1989), the Economic and Social Committee 
adopted unanimously the following Opinion. 
1. The Committee would first reiterate the reservations 
voiced in its earlier Opinion on the introduction of the 
set-aside scheme('). 
(') OJ NoC95, 11. 4. 1988, p.7. 2. As the Committee predicted in this earlier 
Opinion, the scheme has had uneven results. Contrary 
to the intentions of the Commission and the Council, 
it has been mainly used in certain regions (such as 
the Italian Mezzogiorno and Lower Saxony) where an