6. 5. 91 Official Journal of the European Communities No C 120/35 
Opinion on the proposal for a Council Directive on the establishment of a European Works 
Council in Community-scale undertakings or groups of undertakings for the purposes of 
informing and consulting employees (*) 
(91/C 120/11) 
On 8 February 1991 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 Social, Family, Educational and Cultural Affairs, which was responsible for 
preparing the Committee's work on the subject, adopted its Opinion on 14 March 1991. The 
Rapporteur was Mr Schmitz. 
At its 285th plenary session (meeting of 21 March 1991), the Economic and Social Committee 
adopted the following Opinion by 93 votes, with 63 against and 2 abstentions. The voting 
was by name. 
1. General comments 
1.1. The Committee is pleased that the Commission 
has submitted the draft Directive. By doing so it has 
responded to the Committee proposal that a 'European 
advisory committee of employee representatives be set 
up alongside the group/undertaking management'. The 
Committee advocated using a Directive, which would 
of course be mandatory (ESC own-initiative Opinion 
of 18 October 1989, page 11) (2). 
1.2. The Committee approves the basic idea behind 
the draft Directive, and in particular the importance 
attached to collective agreements. This is the only way 
to ensure that due account is taken of the different 
circumstances prevailing in Member States. The Com­
mittee also welcomes the fact that minimum require­
ments for the European Works Council are to be intro­
duced on a mandatory basis. 
1.3. Adoption of this Directive has become particu­
larly urgent, given the sharp increase in concen­
trations (3) between Community undertakings (197 of 
the 1 000 largest Community undertakings were 
involved in a Community concentration during the 
reference period 1988/1989; the corresponding figure 
for 1983/1984 was only 29). 
1.4. The Committee firmly believes that the draft 
Directive is an appropriate instrument for furthering 
the integration of economies and production tech­
niques, and thus boosting the capacity of European 
firms, by involving workers in the integration process 
via information and consultation procedures on the 
specifically European dimension of firms' development. 
(*) OJ No C 39, 15. 2. 1991, p. 10. 
(2) OJ No C 329, 30. 12. 1989, p. 40, point 6.5. 
(3) Cf. 19th Commission report on competition, 1990, p. 218. 1.5. The Committee therefore also urges the Com­
mission to submit proposals for training workers' rep­
resentatives in Community-scale undertakings and 
groups of undertakings. 
1.6. The establishment and activities of a European 
Works Council (EWC) may in no way infringe the rights 
and powers vested, under national law, in workers' 
representatives in the establishments and subsidiaries 
of Community-scale undertakings and groups of under­
takings. In particular, steps must be taken to ensure 
that provision of information to, and consultation of 
EWC cannot be used as a legal argument against wor­
kers' representatives wishing to invoke their rights and 
powers under national law in respect of matters con­
cerning an establishment or subsidiary. 
2. Specific comments 
2.1. The Committee welcomes the draft Directive, 
subject to the following comments. 
2.2. Article 1 
The aim of the Directive is to 'improve the provision 
of information to and the consultation of employees in 
Community-scale undertakings and groups of under­
takings [Article 1(1)]. The Committee points out that 
this goes only part of the way towards achieving the 
objectives set out in Article 17 of the Community Char­
ter on Fundamental Social Rights for Employees 
because the Charter also expressly mentions worker 
participation, in addition to information and consul­
tation. The Committee therefore expects the Com­
mission to submit appropriate draft legislation. 
2.3. Article 2 
The Committee has doubts as to whether the term 
'Community-scale undertaking' is appropriately 
No C 120/36 Official Journal of the European Communities 6. 5. 91 
defined. For example, there may be more need to set 
up an EWC in an undertaking or group of undertakings 
which has 100 employees in every one of nine Member 
States, than in an undertaking or group of with 1 000 
employees in one Member State and 100 in another. 
The Committee therefore calls on the Commission to 
review this threshold and investigate the possibility of 
a more flexible solution. 
The Committee suggests that the 100 employee thres­
hold should not refer to the number of employees in 
individual establishments but rather to the total number 
in the undertaking/group in any one Member State. 
This would appear to be particularly logical in the case 
of service sector undertakings with multiple branches 
(e.g. banks). Moreover, the Committee suggests that 
the suitability of the threshold be reviewed after two 
years. 
The average number of employees over one or several 
years, should be used in order to exclude freak figures. 
In order to guarantee equal treatment, the Committee 
feels it is necessary for the Directive to define the term 
'employee'; this would prevent the meaning from being 
distorted by differences in legal practice in Member 
States. The Committee believes that the definition could 
be based inter alia on the three draft Directives on 
certain employment relationships (August 1990—Doc. 
COM (90) 228—SYN 280—SYN 281) and Chapter 1(7) 
of the Community Charter on Fundamental Social 
Rights. 
Under Article 2 d), employees' representatives in com­
panies' administrative, managerial and supervisory 
bodies do not constitute 'employees' representatives' 
within the meaning of the Directive. This exclusion 
appears to be inappropriate if these delegates also 
belong to an 'in-house' body representing employee 
interests. In this capacity they must also have the oppor­
tunity to be elected to or appointed to EWC. 
Article 2 d) should also stipulate that EWC members 
must be employees of the undertaking or group of 
undertakings. 
2.4. Article 5 
The Committee strongly supports the draft Directive's 
emphasis on the 'composition, competence and mode of 
operation' of EWC being negotiated within individual 
undertakings. There are major differences in national 
legislation and practices on representation of 
employees' interests. It would be neither realistic nor 
advisable to attempt to standardize such systems and 
structures when in fact they are completely different 
and have different historical backgrounds. The pro­cedure for appointing the special negotiating body 
[Article 5(2) and the EWC (Annex 1(b)] must, therefore 
be dovetailed with the legal system and practices of the 
Member States. In order to ensure maximum flexibility, 
the Committee calls for express reference to be made 
to collective agreements and collective bargaining 
arrangements between trade unions and employers, as 
provided for by the laws or practice of the Member 
States. 
The proposal should also contain a recommendation 
that the membership of the special negotiating body 
and of the EWC should, as far as possible, reflect the 
make-up of the personnel concerned. Member States' 
legislation should take account of this. 
Article 5(5) stipulates that each Member State shall 
determine the procedure for appointing or electing the 
members of the special negotiating body. In the Com­
mittee's view, this includes the possibility of direct 
elections by employees. Furthermore, the Committee 
believes that this possibility also applies to EWC mem­
bership [Annex 1(b)]. It would however be advisable 
to spell this out in the Directive. 
2.5. Article 7 
For clarity's sake, the Committee recommends that the 
minimum requirements set out in the Annex to the 
Directive should be incorporated in the Directive prop­
erly, preferably in section III, Article 7. 
Article 7(1) stipulates that 'the minimum requirements 
laid down by the legislation of the Member State in 
which the central management ... is situated shall 
apply'. The Committee feels that this paragraph, read 
in conjunction with Article 7(2) and Article 11(3), is to 
be construed as enabling the Member States to adopt 
more stringent minimum requirements. The Committee 
however recommends that this be spelled out so as to 
avoid any legal ambiguity. 
2.6. Article 8 
The Committee concurs that the Member States are 
primarily responsible for taking the requisite steps to 
protect secrets [Article 8(1)] and confidential infor­
mation [Article 8(2)]. The Directive should guarantee 
a minimum of uniformity here. Objective reasons must 
be given to support assertions that disclosure of certain 
information would seriously damage the interests of 
the undertakings concerned. This also holds true for 
information characterized as confidential and not to be 
disclosed to third parties. Member States should be 
- required to take account of this aspect. Moreover, the 
Directive should recommend that differences of opinion 
6. 5. 91 Official Journal of the European Communities No C 120/37 
on these issues be resolved by arbitration, so as to avoid 
unnecessary litigation. 
2.7. Article 9 
Protection for members of European Works Councils 
is to be dealt with under the legislation of the Member 
States in which they are employed. A ban on discrimi­
nation should be stipulated to supplement this protec­
tion. 
2.8. Annex 
As mentioned above, the minimum requirements should 
be incorporated in Article 7. 
2.8.1. Annex 1(b) 
With regard to the composition of the European Works 
Councils, Member States should be recommended to 
take as much account as possible of the breakdown 
by employee groups of the undertakings labour force. 
Moreover, it should be stipulated that in each case, 
maximum EWC membership is limited to thirty. 
2.8.2. Annex 1(c) 
The right to information should be backed by a stipu­
lation that members of EWC are to receive regular, at 
least quarterly, written reports on the subjects covered 
by this paragraph. It should be ensured that the relevant 
information is provided in the various national languag­
es of EWC members. This should also apply to infor­
mation provided in connection with the prescribed con­
sultation. With this proviso it would be quite reasonable 
to propose that EWC would meet management at least 
once a year for the purposes of obtaining information. 
In the event of a serious situation affecting the interests 
of employees and company, employees' representatives 
should be able to require of the company or group 
management that an extraordinary meeting of the EWC 
be convened. 
The wording should make it clear that management 
would be obliged to provide information not only on 
matters affecting the undertaking/group of undertak­
ings as a whole, but on all responsibilities listed in 1(a) 
of the Annex. In this connection it should be made clear 
that the obligation to provide information also covers 
matters affecting establishments, sub-establishments or 
branches which are not represented on the EWC. 
Done at Brussels, 21 March 1991. 2.8.3. Annex 1(d) 
The Committee recommends that the right to consul­
tation be consolidated as follows: 
a) consultation on decisions with serious consequences 
for workers' interests should only take place at the 
level in the undertaking at which the decision is to 
be taken; 
b) the issues falling under the consultation procedure 
should be clarified. Within the framework of the 
responsibilities set out in Annex 1(a), the following 
issues in particular should be covered: 
— the transfer, concentration, cutback or closure 
of establishments or significant parts of an 
establishment, 
— changes in organization or the introduction of 
new working methods and production pro­
cesses; 
c) with respect to the principle that information must 
be provided promptly, it should be specified that 
EWC can call for a special meeting if they would 
otherwise not have sufficient time to discuss an 
issue; 
d) EWC should have the right, following discussions 
with the management, to enlist expert assistance on 
any issue dealt with under the consultation pro­
cedure. EWC should also have the right to consult 
employee representatives from establishments, sub-
establishments and branches not represented on the 
EWC in regard to potential serious consequences 
for employees in those units. 
2.8.4. Annex 1(e) 
EWC should be empowered, following discussion with 
management, to set up working parties to prepare dis­
cussion of matters falling within their remit, for instance 
the various areas of activity within the undertaking/ 
group, (e.g. for individual branches). 
To avoid ambiguity, the Directive should stipulate that 
both in regular meetings with management and in con­
sultation procedures, workers delegates to EWC must 
have sufficient opportunity to meet separately from 
management representatives. 
The Chairman 
of the Economic and Social Committee 
Francois STAEDELIN , 
No C 120/38 Official Journal of the European Communities 6. 5. 91 
APPENDIX 1 
to the Opinion of the Economic and Social Committee 
Result of the vote on the whole Opinion 
The following members, present or represented, voted for the Opinion: 
Mr/Mrs/Miss: Abejon Resa, Amato, Aspinall, Ataide Ferreira, Bleser, Bonvicini, Bordes-Pages, Bottazzi, 
Burnel, Vasco Cal, Carroll, Cassina, Ceballo Herrero, Chevalier, Christie, Colombo, Decaillon, d'Elia, 
D'Hondt, Diapoulis, van Dijk, Draijer, Drilleaud, Dunkel, Elstner, Engelen-Kefer, Etty, Eulen, Flum, Forgas 
i Cabrera, Frandi, Freeman, Geuenich, Giatras, Gomez Martinez, Groben, Jaschick, Jenkins, Kanellopoulos, 
de Knegt, Korfiatis, Laca Martin, Landaburu de Silva, Lappas, Larsen, Laur, Liverani, Luchetti, Lyons, 
Maddocks, Mantovani, Margalef Masia, Masucci, Mayayo Bello, Mercier, Molina Vallejo, Morris, Mourgues, 
Muller R., Muniz Guardado, Murphy, Nielsen B., Nielsen P., Nierhaus, Pasquali, Pavlopoulos, Pe, Pellarini, 
Pelletier Ch., Petropoulos, Pompen, Quevedo Rojo, Ramaekers, Rangoni Machiavelli, Salmon, Sanderson, 
Santillan Cabeza, Santos, Schmidt, Schmitz, Sequeira, Silva, Smith, Staedelin, Theonas, Tiemann, Tixier, 
Vandermeeren, Velasco Mancebo, Verboven, Wagenmans, Waldack, Zufiaur Narvaiza. 
The following members, present or represented, voted against the Opinion: 
Mr/Mrs/Miss: Andrade, Aparicio Bravo, Arena, Bagliano, Beale, Bell, Beltrami, Bento Goncalves, Black, 
Bredima-Savopoulou, Ceyrac, Connellan, Cunha, van Dam, Delorozoy, Donck, Douvis, Frerichs, Gaffron, 
Gafo Fernandez, Gardner, Germozzi, Ghigonis, Giacomelli, Giesecke, Gredal, Green, Guillaume, Hagen, 
Kaaris, Kafka, Kazazis, Little, Low, Machado von Tschusi, McGarry, Merce Juste, Meyer-Horn, Mobbs, 
Moreland, Noordwal, Panero Florez, Pardon, Pearson, Pelletier R., Perrin-Pelletier, Petersen, Pricolo, 
Proumens, Robinson, Romoli, Saitis, Sala, Sauwens, Schade-Poulsen, Schnieders, Scully, Stecher Navarra, 
Tesoro Oliver, Tukker, Vidal, Whitworth, Wick. 
The following members, present or represented, abstained: 
Mrs Barrow, Mr Lustenhouwer. 
6. 5. 91 Official Journal of the European Communities No C 120/39 
APPENDIX 11 
to the Opinion of the Economic and Social Committee 
The following amendment, having received at least one quarter of the votes cast, was rejected in the debate. 
Delete Point 1 (General comments) and substitute: 
'While recognizing the importance of developing appropriate processes for information and consultation 
within Community-wide undertakings, the Committee finds the Commission proposals unacceptable because 
they seek to impose a standardized format of centralized employee consultation across the Community 
regardless of existing national or company arrangements, the perceived needs of the employees and the 
management structure and style of the corporate undertaking. 
Accordingly it calls upon the Commission to produce fresh proposals for giving effect to the objective 
underlying point 17 of the Community Charter of Fundamental Social Rights by developing, as appropriate, 
the practices already in force in the various Member States.' 
Delete the remainder of the Opinion. 
Reasons 
Self-explanatory. 
Result of vote 
For: 65, against: 89, abstentions: 3. 
e^oC^U^ C^^ic^ljourn^lotrhcEnronc^nC^ornrnuniri^ ^eo.^1 
to the COp^nion of the Economic ar^d Social Committee 
^fter the vote by name on the whole Opinion,the Employers^ Group members listed below,who had voted 
against the Opinion, issued the following statements 
a. The Group of Employers rejects the draft Directive on European^orl^s Councils put forward by the 
Commission. Etence it opposes the Committees Opinion which welcomes, approves and endorses the 
Directives provisions. 
^. The proposals are unacceptable because they seel^ to imposeastandardi^ed, stereotyped, cumbersome 
and bureaucratic format of centralized employee consultation across the Community regardless of existing 
national or company arrangements, the perceived needs of the employees and the management structure and 
style of the corporate undertaking. 
^. They would lead to the duplication or displacement of a wide variety of established consultative 
structures in the various member States which are geared to the needs and circumstances of companies and 
their employees. 
4. Employers believe that giving information to employees and consulting with them on matters relevant 
both tothemand the busmessin which they worl^ is vital to employeerelations and hence tosuccessful 
modern management. 
^. Eor the information and consultation to be fully effective it needs to be direct, personal and individual. 
This implies communication onalocal or regional basis andadirect dialogue between management and the 
employeesforwhomtheyareresponsible.Proximity,acommon language andsharedinterestsmeanthat 
there is wide participation in the process and the degree of personal commitment is high. The arrangements 
proposed by the Commissionwould reduce rather than enhance employee involvements distance, language 
barriers and lacl^ofacommon interest would result in less effective participation andadetenoration in the 
relevance, duality and accessibility of informationcommumcated. Eurther it would bepremdicial to the 
interests of enterprises in the peripheral regions of the Community. 
^. There isarealdanger,too,that to superimpose an international consultative structure would lead to 
conflicts of interest and responsibility withestabhshedconsultative arrangements at local level andwould 
detract from their effectiveness. Local management should remain the pivot of the communication and 
consultation process. 
^. Eurther, this conflict and the cumbersome and slowmovmg procedure inherent in the Commissions 
proposals would inhibitcompanies^flexibihtyand speed of decisiontaleing which is essential for survival 
and success in highly competitive and fastchanging international market conditions. 
^. tnconclusion,whilerecogni^ingandacceptmg the ob^ectiveunderlying point rBof the Community 
Charter of Eundamental Social Rights (referred torn the first recitalof the draft Directive) the Group of 
Employers believes that this couldbest be achieved bydeveloping, as appropnate,the practices already in 
force in the various member States, whether these stem from national legislation, contractual arrangements, 
collective agreements or custom and practiceB 
^s^^rs^^iss^ndrade,^paricio^ravo,^rena,^agliano,^eale,^ell, Beltrami, ^entoGoncalves,^redima 
Savopoulou, Ceyrac, Connellan, Cunha, van Dam, Deloro^oy, Doncl^, Douvis, Erenchs, Gaffron, Gafo 
Eernande^,Gardner,Ghigonis,Giacomelh,Giesec^e,Green,Xaaris,Xafl^a,Xa^a^is, Little, Low, ^vtachado 
von Tschusi, ^tcGarry, ^vterce luste, ^teyerr^orn, ^tobbs, ^Coordwal, Panero Elore^, Pardon, Pearson, 
Pelletier,R.,PernnPelletier,Petersen,Pncolo,Proumens,Robinson, Romoh,Sala,Sauwens,SchadePoulsen, 
Schnieders,Stecherl^avarra,TesoroOliver,Tu^er,^hitworth,^icl^.