No C 138/8 Official Journal of the European Communities 29. 5. 91 
COMMISSION 
Amended proposal for a Council Directive complementing the Statute for a European company 
with regard to the involvement of employees in the European company 
(91/C 138/08) 
COM(91) 174 final — SYN 219 
(Submitted by the Commission pursuant to Article 149 (3) of the EEC Treaty on 6 April 1991) 
ORIGINAL PROPOSAL 
Proposal for a Council Directive complementing the 
Statute for a European company with regard to the invol­
vement of employees in the European company 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Having regard to the Treaty establishing the European 
Economic Community, and in particular Article 54 
thereof, 
Having regard to the proposal from the Commission, 
In cooperation with the European Parliament, 
Having regard to the opinion of the Economic and 
Social Committee, 
Whereas, in order to attain the objectives set out in 
Article 8a of the Treaty, Council Regulation (EEC) 
No . . . establishes a Statute for a European company 
(SE); AMENDED PROPOSAL 
Amended proposal for a Council Directive comple­
menting the Statute for a European company with regard 
to the involvement of employees in the European 
company 
THE COUNCIL OF THE EUROPEAN COMMUNITIES, 
Unchanged 
Unchanged 
Unchanged 
Unchanged 
Unchanged 
Whereas, in order to promote the economic and social Unchanged 
objectives of the Community, arrangements should be 
made for employees to participate in the supervision and 
strategic development of the SE; 
Whereas the great diversity of rules and practices Unchanged 
existing in the Member States as regards the manner in 
which employees' representatives participate in super­
vision of the decisions of the governing bodies of public 
limited companies makes it impossible to lay down 
uniform rules on the involvement of employees in the 
SE; 
29. 5. 91 Official Journal of the European Communities No C 138/9 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Whereas the laws of the Member States should therefore 
be coordinated with a view to making equivalent the 
safeguards required for the protection of the interests of 
members and third persons, of public limited companies 
in each Member State, with due regard to the specific 
characteristics of the operation of such companies having 
their registered office in its territory; whereas such 
coordination must take account of the fact that an SE is 
created by a restructuring or cooperation operation 
involving companies governed by the law of at least two 
Member States; Unchanged 
Whereas account should be taken of the specific charac- Unchanged 
teristics of the laws of the Member States by establishing 
for the SE a framework comprising several models of 
participation, and authorizing, first, Member States to 
choose the model best corresponding to their national 
traditions, and, secondly, the management or the 
administrative board, as the case may be, and the 
representatives of the employees of the SE or of its 
founder companies to choose the model most suited to 
their social environment; 
Whereas in order to ensure the proper operation of the 
internal market and to avoid any inequality in the terms 
of competition the different models of participation 
should guarantee equivalent levels of participation and 
comparable influence to the employees of all SEs; 
Whereas the provisions of this Directive form an indisso-
ciable complement to the provisions of Regulation (EEC) 
No ... and it is therefore necessary to ensure that the 
two sets of provisions are applied concomitantly, Unchanged 
HAS ADOPTED THIS DIRECTIVE: HAS ADOPTED THIS DIRECTIVE: 
Article 1 
The coordination measures prescribed by this Directive 
shall apply to the laws, regulations and administrative 
provisions in the Member States concerning the invol­
vement of employees in the SE. Article 1 
Unchanged 
These measures are an essential supplement to Regu­
lation (EEC) No ... on the Statute for a European 
company. Unchanged 
No C 138/10 Official Journal of the European Communities 29. 5. 91 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
TITLE 1 TITLE I 
MODELS OF PARTICIPATION MODELS OF PARTICIPATION 
Article 2 Article 2 
Member States shall take the necessary measures to Unchanged 
enable employees of the SE to participate in the super­
vision and strategic development of the SE in accordance 
with the provisions of this Directive. 
Article 3 
1. Subject to the application of paragraph 5, the 
participation of SE employees prescribed by Article 2 
shall be determined in accordance with one of the 
models set out in Articles 4, 5 and 6 by , means of an 
agreement concluded between the management boards 
and the administrative boards of the founder companies 
and the representatives of the employees of those 
companies provided for by the laws and practices of the 
Member States. Where no agreement can be reached the 
management and administrative boards shall choose the 
model applicable to the SE. Article 3 
1. Subject to the application of paragraph 5, the 
participation of SE employees prescribed by Article 2 
shall be determined in accordance with one of the 
models set out in Articles 4, 5 and 6 by means of an 
agreement concluded between the management or 
administrative boards of the founder companies or other 
founder bodies and the representatives of the employees 
of those companies or other founder bodies provided for 
by the laws and practices of the Member States. With a 
view to reaching such an agreement, and subject to the 
national measures taken under 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, the 
parties to this negotiation shall consider the legal, 
economic and social consequences of the formation of 
the SE and any measures to be taken with respect to the 
employees in order to arrive at an agreement on the 
model of participation which is to apply to the SE. The 
agreement must be concluded before the decision to 
form the SE. The agreement shall be in writing. 
la. Where no such agreement can be reached the 
employees' representatives may make a written statement 
setting out why in their opinion the formation of the SE 
is contrary to the employees' interests and what measures 
should be taken with respect to the employees. 
lb. The management or administrative boards of the 
founder companies or other founder bodies shall draw 
up for submission to the general meeting called to 
approve the formation of the SE a report to which is 
attached either 
— the text of the agreement referred to in paragraph 1, 
or 
— the statement by the employees' representatives which 
is referred to in paragraph 1 a. 
29. 5. 91 Official Journal of the European Communities No C 138/11 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
2. An SE may not be formed unless one of the models 
referred to in Articles 4, 5 and 6 has been chosen. 2. The general meeting called to approve the 
formation of the SE shall ratify the model of partici­
pation chosen in the agreement referred to in paragraph 
1, or where no agreement has been reached shall choose 
the model of participation which is to apply to the SE on 
the basis of the report referred to in paragraph lb and of 
the statement by the employees' representatives. An SE 
may not be registered in accordance with Article 8 of 
Regulation (EEC) No . . . unless a model of partici­
pation has been chosen. 
3. Subject to the application of paragraph 5, the 
chosen model may be replaced by another model in 
Articles 4, 5 and 6 by an agreement concluded between 
the management or the administrative board and the 
^ representatives of the employees of the SE. This 
agreement must be submitted for the approval of the 
general meeting. 3. Subject to the application of paragraph 5, the 
chosen model may be replaced by another model in 
Articles 4, 5 and 6 by an agreement concluded between 
the management or the administrative board and the 
representatives of the employees of the SE. 
4. Each Member State shall determine the manner in 
which the participation models shall be applied for SEs 
having their registered office in its territory. Unchanged 
5. A Member State may restrict the choice of the 
models referred to in Articles 4, 5 and 6 or make only 
one of these models compulsory for SEs having their 
registered office in its territory. Unchanged 
6. The procedure laid down in this Article shall apply 
in the event of transformation under Article 2 (3) of 
Regulation (EEC) No . . . 
7. In the event of a transfer of the registered office of 
an SE to another Member State, the model of partici­
pation applied before the transfer may be altered only in 
accordance with the procedure set out in this Article. 
The parties to the negotiation shall here be the 
management board or the administrative board of the SE 
and the representatives of the employees of the SE. 
SECTION I 
SUPERVISORY BOARD OR ADMINISTRATIVE BOARD 
Article 4 
The appointment of members of the supervisory board or 
the administrative board, as the case may be, shall be 
governed by the following rules: 
— at least one third and not more than one half of them 
shall be appointed by the employees of the SE or 
their representatives in that company, or SECTION 1 
SUPERVISORY BOARD OR ADMINISTRATIVE BOARD 
Article 4 
The appointment and removal of members of the super­
visory board (in the two-tier board system) or the 
administrative board (in the one-tier board system) shall 
be governed by the following rules: 
I. at least one third and not more than one half of them 
shall be appointed and removed by the employees of 
the SE or their representatives in that company, or 
No C 138/12 Official Journal of the European Communities 29. 5. 91 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
they shall be co-opted by the board. However, the 
general meeting of shareholders or the represen­
tatives of the employees may, on specific grounds, 
object to the appointment of a particular candidate. 
In such cases the appointment may not be made until 
an independent body established under public law has 
declared the objection inadmissible. II. they shall be appointed and removed by the super­
visory board or administrative board itself, subject to 
point (d). However, 
(a) the general meeting and the representatives of the 
employees of the SE shall alike be entitled to 
nominate candidates to the supervisory board or 
the administrative board; 
(b) the general meeting and the representatives of the 
employees of the SE shall alike be entitled to 
object to the appointment of a particular 
candidate: 
— on the ground that he is incapable of 
performing the duties of the position, 
— on the ground that if he were appointed the 
board would, having regard to the interests of 
the SE, its shareholders and its employees, be 
improperly constituted, or 
— on the ground that the procedure set out here 
has not been complied with; 
(c) where such an objection is put forward the 
candidate nominated may not be appointed until 
a court, administrative authority or other inde­
pendent body has declared the objection 
unfounded; 
(d) the first members of the supervisory board or of 
the administrative board shall be appointed by the 
general meeting. However, the representatives of 
the employees of the SE may nominate 
candidates for appointment by the general 
meeting, and may object to the appointment of a 
candidate nominated by the general meeting on 
any of the grounds listed in point (b). Where an 
objection is put forward by the general meeting 
or by the employees' representatives, point (c) 
shall apply. 
SECTION II 
SEPARATE BODY SECTION 2 
SEPARATE BODY 
Article 5 
1. A separate body shall represent the employees of 
the SE. The number of members of that body and the 
detailed rules governing their election or appointment 
shall be laid down in the statutes in consultation with the 
representatives of the employees of the founder 
companies in accordance with the laws or practices of 
the Member States. Article 5 
1. A body hereinafter referred to as the 'separate 
body' shall represent the employees of the SE. 
29. 5. 91 Official Journal of the European Communities NoC 138/13 
ORIGINAL PROPOSAL 
2. The body representing the employees shall have the 
right: 
(a) at least once every three months, to be informed by 
the management board or the administrative board 
of the progress of the company's business, including 
that of undertakings controlled by it, and of its 
prospects; 
(b) where it is necessary for the performance of its 
duties, to require from the management board or the 
administrative board a report concerning certain of 
the company's business or any information or 
documents; 
(c) to be informed and consulted by the management 
board or the administrative board before any 
decision referred to in Article 72 of Regulation 
(EEC) No ... is implemented. AMENDED PROPOSAL 
2. The management board or the administrative board 
of the SE shall at least every three months inform the 
separate body of the progress of the SE's business and of 
its prospects taking account of any information on any 
undertakings controlled by the SE which might have an 
appreciable impact on the progress of the SE's business. 
3. Article 74 (3) of that Regulation shall apply to 
members of the separate body. 
SECTION 3 
OTHER MODELS 
Article 6 
1. Models other than those referred to in Articles 4 
and 5 may be established by means of an agreement 
concluded between the management boards and the 
administrative boards of the founder companies and the 
employees or their representatives in those companies. 
2. The agreement reached shall provide at least for 
the employees of the SE or their representatives: 2a. The management board or the administrative 
board shall without delay supply to the separate body 
any information which may have significant implications 
for the SE's situation. 
2b. The separate body may at any time require from 
the management board or the administrative board infor­
mation or a special report on any matter concerning 
conditions of employment. 
2c. Each member of the separate body shall be 
entitled to examine all documents submitted to the 
general meeting. 
2d. The operations referred to in Article 72 (1) of 
Regulation (EEC) No ... may be effected only after the 
separate body has been informed and consulted by the 
management board or the administrative board of the 
SE. 
3. Article 74 (3) of Regulation (EEC) No ... shall 
apply to members of the separate body. 
SECTION 3 
OTHER MODELS 
Article 6 
1. Models other than those referred to in Articles 4 
and 5 may be established by means of an agreement 
concluded between the management board or the 
administrative board of the SE and the representatives of 
the employees of the SE. 
2. The agreement reached shall assure the represen­
tatives of the employees of the SE at least: 
No C 138/14 Official Journal of the European Communities 29. 5. 91 
ORIGINAL PROPOSAL 
(a) once every three months, to be informed of the 
progress of the company's business, including that of 
undertakings controlled by it, and of its prospects; AMENDED PROPOSAL 
(a) the quarterly information referred to in Article 5 (2); 
(b) to be informed and consulted before any decision 
referred to in Article 72 of Regulation (EEC) 
No ... is implemented. (b) the information referred to in Article 5 (2a) and 
(2b); 
(c) the information and consultation referred to in 
Article 5 (2d); 
(d) entitlement to examine all documents submitted to 
the general meeting. 
3. Where the agreement provides for a collegiate body 
representing the employees, that body may require the 
management board or the administrative board to 
provide the information necessary for the performance of 
its duties. Deleted 
4. The agreement shall provide that the employees' 
representatives must observe the necessary discretion in 
relation to any confidential information they hold on the 
SE. They shall be bound by this obligation even after 
their duties have ceased. 4. The agreement shall provide that the employees' 
representatives are to be under a duty of discretion in 
relation to any confidential information they hold on the 
SE. They shall be bound by this obligation even after 
their duties have ceased. 
5. If the law of the State where the SE has its 
registered office so permits, the agreement may permit 
the management board or the administrative board of the 
SE to withhold from the employees or their represen­
tatives any information the disclosure of which might 
seriously jeopardize the interests of the SE or disrupt its 
projects. Deleted 
6. The parties to the negotiations may be assisted by Deleted 
experts of their choice at the expense of the founder 
companies. 
7. The agreement may be concluded for a fixed Unchanged 
period and renegotiated upon expiry of that period. 
However, the agreement concluded shall remain in force 
until the entry into force of the new agreement. 
8. Where the two parties to the negotiations so 
decide, or where no agreement such as is mentioned in 
paragraph 1 can be reached, a standard model, provided 
by the law of the State where the SE has its registered 
office, shall apply to the SE. This model shall be in 
conformity with the most advanced national practices 
and shall ensure for the employees at least the rights of 
information and consultation provided for by this Article. 8. Where the two parties to the negotiations so 
decide, or where no agreement such as is mentioned in 
paragraph 1 can be reached, a standard model, provided 
by the law of the State where the SE has its registered 
office, shall apply to the SE. This model shall guarantee 
for the employees at least the rights of information and 
consultation provided for by this Article. 
29. 5. 91 Official Journal of the European Communities NoC 138/15 
ORIGINAL PROPOSAL 
SECTION 4 
ELECTION OF THE REPRESENTATIVES OF THE 
EMPLOYEES OF THE SE 
Article 7 
The representatives of the employees of the SE shall be 
elected in accordance with systems which take into 
account, in an appropriate manner, the number of staff 
they represent. 
All employees must be able to participate in the vote. 
The election shall be conducted in accordance with the 
laws or practices of the Member States. AMENDED PROPOSAL 
SECTION 4 
ELECTION OF THE REPRESENTATIVES OF THE 
EMPLOYEES OF THE SE 
Article 7 
1. The representatives of the employees of the SE 
shall be elected in accordance with the laws or practices 
of the Member States, and in compliance with the 
following principles: 
(a) representatives of the employees must be elected in 
each Member State in which the SE has an estab­
lishment; 
(b) the number of representatives so elected must so far 
as it is practicable be proportional to the number of 
employees they represent; 
(c) all employees must be able to participate in the vote, 
irrespective of their length of service or the number 
of hours they work per week; 
(d) the election shall be by secret ballot. 
2. The employees' representatives elected in 
accordance with paragraph 1 may perform their 
functions within the SE irrespective of the rules 
governing qualification as an employees' representative 
in the legislation of the Member State in which the SE 
has its registered office. 
Article 8 Article 8 
The first members of the supervisory board or the Deleted 
administrative board to be appointed by the employees 
and the first members of the separate body representing 
the employees shall be appointed by the representatives 
of the employees of the founder companies in proportion 
to the number of employees they represent and in 
accordance with the laws or practices of the Member 
States. Those first members shall remain in office until 
such time as the requirements for electing the represen­
tatives of the employees of the SE are satisfied. 
No C 138/16 Official Journal of the European Communities 29. 5. 91 
ORIGINAL PROPOSAL 
SECTION 5 
Article 9 
1. The management board or the administrative board 
of the SE shall provide the representatives of the 
employees with such financial and material resources as 
enable them to meet and perform their duties in an 
appropriate manner. AMENDED PROPOSAL 
SECTION 5 
Article 9 
1. The management board or the administrative board 
of the SE shall provide the representatives of the 
employees with such financial and material resources and 
other facilities as enable them to meet and perform their 
duties in an appropriate manner at the SE's registered 
office and in any establishment of the SE in the same or 
another Member State without loss of salary or adverse 
effect on their advancement. 
2. The practical arrangements for making available 
such financial and material resources shall be settled in 
consultation with the representatives of the employees of 
the SE. 2. The facilities referred to in paragraph 1 shall 
include the right to be assisted by experts of their choice 
at the SE's expense. 
SECTION 6 SECTION 6 
REPRESENTATION OF EMPLOYEES IN THE ESTAB­
LISHMENTS OF THE SE REPRESENTATION OF EMPLOYEES IN THE ESTAB­
LISHMENTS OF THE SE 
Article 10 
Save as otherwise provided in this Directive, the status 
and duties of the representatives of the employees or of 
the body which represents them, for which provision is 
made in the establishments of the SE, shall be 
determined by the laws or practices of the Member 
States. Article 10 
Save as otherwise provided in this Directive, the laws or 
practices of the Member States governing the status and 
duties of the representatives of the employees or of the 
body which represents them shall apply in the estab­
lishments of the SE. 
TITLE 2 TITLE 2 
EMPLOYEE PARTICIPATION IN THE CAPITAL 
OR IN THE PROFIT OR LOSS OF THE SE EMPLOYEE PARTICIPATION IN THE CAPITAL 
OR IN THE PROFIT OR LOSS OF THE SE 
SECTION 1 
Article 11 
Employee participation in the capital or in the profits or 
losses of the SE may be organized by means of a 
collective agreement negotiated and concluded by the 
management boards and the administrative boards of the 
founder companies, or of the SE when constituted, and 
the employees or their representatives who are duly 
authorized to negotiate in those companies. SECTION 1 
Article 11 
The management board or the administrative board and 
the employees' representatives may negotiate and 
conclude collective agreements on matters of concern to 
the SE's employees, including mechanisms for partici­
pation in the capital and profits of the SE. 
29. 5. 91 Official Journal of the European Communities No C 138/17 
ORIGINAL PROPOSAL AMENDED PROPOSAL 
Article 11a 
1. A Contact Committee serviced by the Commission 
shall be set up upon the adoption of this Directive. Its 
function shall be: 
(a) without prejudice to Articles 169 and 170 of the 
Treaty, to facilitate the application of this Directive 
through regular consultation dealing in particular 
with practical problems arising from its implemen­
tation ; 
(b) to advise the Commission, if necessary, on additions 
or amendments to be made to this Directive. 
SECTION 2 
FINAL PROVISIONS 
Article 12 
1. Member States shall bring into force the laws, 
regulations and administrative provisions necessary to 
comply with this Directive by 1 January 1992. They shall 
immediately communicate the measures taken to the 
Commission. 2. The Contact Committee shall be composed of 
representatives of the Member States, of the social 
partners and of the Commission. The chairman shall be a 
representative of the Commission, which shall also 
provide secretarial services. 
3. The Contact Committee shall be convened by its 
chairman either on his own initiative or at the request of 
one of its members. 
SECTION 2 
FINAL PROVISIONS 
Article 12 
1. The Member States shall bring into force the laws, 
regulations and administrative provisions necessary to 
comply with this Directive by 1 January 1993. They shall 
immediately communicate the measures taken to the 
Commission. 
The provisions adopted pursuant to the first 
subparagraph shall make express reference to this 
Directive. 1 a. When Member States adopt these provisions, these 
shall contain a reference to this Directive or shall be 
accompanied by such reference at the time of their 
official publication. The procedure for such reference 
shall be adopted by the Member States. 
2. Member States shall communicate to the Unchanged 
Commission the main provisions of domestic law which 
they adopt in the field covered by this Directive 
Article 13 
This Directive is addressed to the Member States. Unchanged Article 13