15. 11. 80 Official  Journal  of the  European  Communities No C 297/3 
II 
(Preparatory  Acts) 
COMMISSION 
Proposal  for  a Council  Directive  on procedures  for  informing  and  consulting  the 
employees  of undertakings  with  complex  structures,  in particular  transnational  under-
takings 
(Submitted  by the Commission  to the Council  on 24 October  1980) 
THE  COUNCIL  OF THE  EUROPEAN 
COMMUNITIES, 
Having  regard  to  the  Treaty  establishing  the 
European  Economic  Community,  and  in particular 
Article  100  thereof, 
Having  regard  to the proposal  from  the Commission, 
Having  regard  to the opinion  of the Economic  and 
Social  Committee, 
Having  regard  to the opinion  of the European  Par-
liament, same  obligations  in relation  to Community  employees 
affected  by  their  decisions,  whether  they  are 
employed  in the Member  State  to whose  legislation 
the undertaking  is subject  or in another  Member 
State; 
Whereas  the procedures  for informing  and consulting 
employees  as embodied  in legislation  or practiced  in 
the Member  States  are  often  inconsistent  with  the 
complex  structure  of the  entity  which  takes  the 
decisions  affecting  them;  whereas  this  may  lead  to 
unequal  treatment  of employees  affected  by the 
decisions  of one  and  the same  undertaking;  whereas 
this may  stem  from  the fact  that  the information  and 
consultation  procedures  do not apply  beyond  national 
boundaries; 
Whereas  the Council  adopted  on 21 January  1974  a 
Resolution  concerning  a social  action  programme  ('); 
Whereas  in a common  market  where  national 
economic  are  closely  interlinked  it is essential,  if 
economic  activities  are to develop  in a harmonious 
fashion,  that  undertakings  should  be subject  to the 
(') OJ No C 13, 12. 2. 1974,  p. 1. Whereas  this  situation  has  a direct  effect  on the 
operation  of the  common  market  and  consequently 
needs  to be remedied  by approximating  the relevant 
laws while  maintaining  progress  as required  under 
Article  117  of the Treaty; 
Whereas  this  Directive  forms  part  of a series  of 
directives  and  proposals  for directives  in the field  of 
company  and labour  law; 
No C 297/4 Official  Journal  of the  European  Communities 15. 11. 80 
HAS  ADOPTED  THE  FOLLOWING  DIRECTIVE: 
SECTION  I 
SCOPE  AND  DEFINITIONS 
Article  1 
This  Directive  relates  to: 
— procedures  for  informing  and  consulting 
employees  employed  in a Member  State  of the 
Community  by an undertaking  whose  decision-
making  centre  is located  in another  Member  State 
or in a non-member  country  (Section  II); 
— procedures  for  informing  and  consulting 
employees  where  an  undertaking  has  several 
establishments,  or one  or more  subsidiaries,  in a 
single  Member  State  and  where  its decision-
making  centre  is located  in the  same  Member 
State  (Section  III). 
Article  2 
For the  purposes  of this  Directive  the  following 
definitions  shall  apply: 
(a) Employees'representatives 
The employees'  representatives  refered  to in 
Article  2 (c) of Council  Directive  77/187/EEC  of 
14 February  1977  on the  approximation  of the 
laws  of the  Member  States  relating  to the  safe-
guarding  of employees'  rights  in the  event  of 
transfers  of undertakings,  businesses  or parts  of 
businesses  ('). (b) Management 
The person  or  persons  responsible  for  the 
management  of  an  undertaking  under  the 
national  legislation  to which  it is subject. 
(c) Decision-making  centre 
The place  where  the  management  of an under-
taking  actually  performs  its functions. 
Article  3 
1. For  the  pursoses  of this  Directive  an under-
taking  shall  be regarded  as dominant  in relation  to all 
the undertakings  it controls,  referred  to as sub-
sidiaries. 
2. An  undertaking  shall  be regarded  as a subsidiary 
where  the  dominant  undertaking,  either  directly  or 
indirectly, 
(a) holds  the majority  of votes  relating  to the shares 
it has issued, 
or 
(b) has  the  power  to appoint  at least  half  of the 
members  of its administrative,  management  or 
supervisory  bodies  where  these  members  hold  the 
majority  of the voting  rights. 
SECTION  II 
INFORMATION  AND  CONSULTATION  PROCEDURES  IN TRANSNATIONAL  UNDER-
TAKINGS 
Article  4 
The management  of a dominant  undertaking  whose 
decision-making  centre  is located  in a Member  State 
of the  Community  and  which  has  one  or more  sub-
sidiaries  in at least  one  other  Member  State  shall  be 
required  to disclose,  via  the  management  of those 
subsidiaries,  information  to employees'  representatives 
in all subsidiaries  employing  at least  100  employees  in 
the Community  in accordance  with  Article  5 and  to 
consult  therti  in accordance  with  Article  6. 
Article  5 
1. At  least  every  six months,  the management  of a 
dominant  undertaking  shall  forward  relevant  infor-
mation  to the  management  of its subsidiaries  in the 
(') OJ No L61,  5. 3. 1977,  p. 26. Community  giving  a clear  picture  of the activities  of 
the dominant  undertaking  and  its subsidiaries  taken 
as a whole. 
2. This  information  shall  relate  in particular  to: 
(a) structure  and  manning; 
(b) the  economic  and  financial  situation; 
(c) the  situation  and  probable  development  of the 
business  and  of production  and  sales; 
(d) the  employment  situation  and  probable  trends; 
(e) production  and  investment  programmes; 
(f) rationalization  plans; 
15. 11. 80 Official  Journal  of the  European  Communities No C 297/5 
(g) manufacturing  and  working  methods,  in 
particular  the  introduction  of  new  working 
methods; 
(h) all procedures  and  plans  liable  to have  a sub-
stantial  effect  on employees'  interests. 
3. The  management  of each  subsidiary  shall  be 
required  to communicate  such  information  without 
delay  to employees'  representatives  in each  subsidiary. 
4. Where  the  management  of the  subsidiaries  is 
unable  to communicate  the information  referred  to in 
paragraphs  (1) and  (2) to employees'  representatives, 
the management  of the  dominant  undertaking  must 
communicate  such  information  to any  employees' 
representatives  who  have  requested  it to do so. 
5. The  Member  States  shall  provide  for appropriate 
penalties  for  failure  to comply  with  the  obligations 
laid down  in this  Article. 
Article  6 
1. Where  the  management  of a dominant  under-
taking  proposes  to take  a decision  concerning  the 
whole  or a major  part  of the  dominant  undertaking 
or of one  of its subsidiaries  which  is liable  to have  a 
substantial  effect  on the  interests  of its employees,  it 
shall  be required  to forward  precise  information  to 
the management  of each  of its subsidiaries  within  the 
Community  not  later  than  40 days  before  adopting 
the decision,  giving  details  of: 
— the  grounds  for the proposed  decision; 
— the  legal,  economic  and  social  consequences  of 
such  decision  for the employees  concerned; 
— the  measures  planned  in  respect  of  these 
employees. 
2. The  decisions  referred  to in paragraph  (1) shall 
be those  relating  to: 
(a) the  closure  or transfer  of an establishment  or 
major  parts  thereof; 
(b) restrictions,  extensions  or  substantial 
modifications  to the activities  of the undertaking; 
(c) major  modifications  with  regard  to organization; 
(d) the  introduction  of long-term  cooperation  with 
other  undertakings  or the  cessation  of such 
cooperation. 
3. The  management  of each  subsidiary  shall  be 
required  to communicate  this  information  without 
delay  to its employees'  representatives  and  to ask  for 
their  opinion  within  a period  of not less  than  30 days. 4. Where,  in the  opinion  of the  employees'  rep-
resentatives,  the proposed  decision  is likely  to have  a 
direct  effect  on the  employees'  terms  of employment 
or working  conditions,  the management  of the  sub-
sidiary  shall  be required  to hold  consultations  with 
them  with  a view  to reaching  agreement  on  the 
measures  planned  in respect  of them. 
5. Where  the management  of the subsidiaries  does 
not communicate  to the  employees'  representatives 
the information  required  under  paragraph  (3) or does 
not arrange  consultations  as  required  under 
paragraph  (4),  such  representatives  shall  be auth-
orized  to open  consultations,  through  authorized 
delegates,  with  the  management  of the  dominant 
undertaking  with  a view  to obtaining  such  infor-
mation  and,  where  appropriate,  to  reaching 
agreement  on the  measures  planned  with  regard  to 
the employees  concerned. 
6. The  Member  States  shall  provide  for appropriate 
penalties  in case  of failure  to fulfil  the obligations  laid 
down  in this  Article.  In particular,  they  shall  grant  to 
the employees'  representatives  concerned  by  the 
decision  the  right  of appeal  to tribunals  or other 
competent  national  authorities  for  measures  to be 
taken  to protect  their  interests. 
Article  7 
1. Where  in a Member  State  a body  representing 
employees  exists  at a level  higher  than  that  of the 
individual  subsidiary,  the information  provided  for in 
Article  5 relating  to the  employees  of all the  sub-
sidiaries  thus  represented  shall  be given  to that  body. 
2. The  consultations  provided  for in Article  6 shall 
take place  under  the  same  conditions  with  the  rep-
resentative  body  referred  to in paragraph  (1). 
3. A  body  representing  all the  employees  of the 
dominant  undertaking  and  its subsidiaries  within  the 
Community  may  be created  by means  of agreements 
to be concluded  between  the  management  of the 
dominant  undertaking  and  the  employees'  represen-
tatives.  If such  a body  is created,  paragraphs  1 and  2 
shall  be applicable. 
Article  8 
Where  the management  of the dominant  undertaking 
whose  decision-making  centre  is located  outside  the 
Community  and  which  controls  one  or more  sub-
No C 297/6 Official  Journal  of the  European  Communities 15. 11. 80 
sidiaries  in the  Community  does  not  ensure  the 
presence  within  the Community  of a least  one  person 
able to fulfil  the requirements  as regards  disclosure  of 
information  and  consultation  laid  down  by  this 
Directive,  the  management  of the  subsidiary  that 
employs  the largest  number  of employees  within  the 
Community  shall  be responsible  for  fulfilling  the 
obligations  imposed  on  the  management  of the 
dominant  undertaking  by this  Directive. 
Article  9 
1. The  management  of an  undertaking  whose 
decision-making  centre  is located  in a Member  State 
of the  Community  and  which  has  one  or more 
establishments  in at least  one  other  Member  State shall  disclose,  via  the  management  of  those 
establishments,  information  to the  employees'  repre-
sentatives  in  all  of  its  establishments  in  the 
Community  employing  at least  100  employees  in 
accordance  with  Article  5 and  consult  them  in 
accordance  with  Article  6. 
2. The  management  of an  undertaking  whose 
decision-making  centre  is located  in a non-member 
country  and  which  has  at least  one  establishment  in 
one Member  State  shall  be subject  to the obligations 
referred  to in paragraph  (1). 
3. For  the  purposes  of applying  this  Article,  the 
terms  'dominant  undertaking'  and  'subsidiary'  in 
Articles  4 to 8 shall  be replaced  by the terms  'under-
taking'  and  'establishment'  respectively. 
SECTION  III 
PROCEDURES  FOR  INFORMING  AND  CONSULTING  THE  EMPLOYEES  OF UNDER-
TAKINGS  WITH  COMPLEX  STRUCTURES  WHOSE  DECISION  MAKING  CENTRE  IS 
LOCATED  IN THE  COUNTRY  IN WHICH  THE  EMPLOYEES  WORK 
Article  10 
The management  of a dominant  undertaking  whose 
decision-making  centre  is located  in a Member  State 
of the  Community  and  which  has  one  or more  sub-
sidiaries  in the same  Member  State  shall  be required, 
via the  management  of its subsidiaries,  to disclose 
information  to employees'  representatives  in all sub-
sidiaries  employing  at least  100  employees  in that 
State  in accordance  with  Article  11 and  to consult 
them  in accordance  with  Article  12. 
Article  11 
1. At  least  every  six months,  the management  of a 
dominant  undertaking  shall  forward  relevant  infor-
mation  to the  management  of its subsidiaries  in the 
Community  giving  a clear  picture  of the activities  of 
the dominant  undertaking  and  its subsidiaries  taken 
as a whole. 
2. This  information  shall  relate  in particular  to: 
(a) structure  and  manning; 
(b) the  economic  and  financial  situation; 
(c) the  situation  and  probable  development  of the 
business  and  of production  and  sales; 
(d) the  employment  situation  and  probable  trends; 
(e) production  and  investment  programmes; 
(f) rationalization  plans; (g) manufacturing  and  working  methods,  in 
particular  the  introduction  of  new  working 
methods; 
(h) all procedures  and  plans  liable  to have  a sub-
stantial  effect  on employees'  interests. 
3. The  management  of each  subsidiary  shall  be 
required  to communicate  such  information  without 
delay  to employees'  representatives  in such  subsidiary. 
4. Where  the  management  of the  subsidiaries  is 
unable  to communicate  the information  referred  to in 
paragraphs  (1)  and  (2)  above  to employees'  repre-
sentatives,  the  management  of the  dominant  under-
taking  must  communicate  such  information  to any 
employees'  representatives  who  have  requested  it to 
do so. 
5. The  Member  State  shall  provide  for appropriate 
penalties  in case  of failure  to fulfil  the obligation  laid 
down  in this  Article. 
Article  12 
1. Where  the  management  of a dominant  under-
taking  proposes  to take  a decision  concerning  the 
whole  or a major  part  of the  dominant  undertaking 
or of one  of its subsidiaries  which  is liable  to have  a 
substantial  effect  on the  interests  of its workers,  it 
shall  be required  to forward  precise  information  to 
the management  of each  of its subsidiaries  within  the 
Community  not  later  than  40 days  before  adopting 
the decision,  giving  details  of: 
15. 11. 80 Official  Journal  of the  European  Communities No C 297/7 
— the  grounds  for the proposed  decision; 
— the  legal,  economic  and  social  consequences  of 
such  decision  for the employees  concerned; 
— the  measures  planned  in  respect  of  these 
employees. 
2. The  decisions  referred  to in paragraph  (1) shall 
be those  relating  to: 
(a) the  closure  or transfer  of an establishment  or 
major  part  thereof; 
(b) restrictions,  extensions  or  substantial 
modifications  to the activities  of the undertaking; 
(c) major  modifications  with  regard  to organization; 
(d) the  introduction  of long-term  cooperation  with 
other  undertakings  or the  cessation  of such 
cooperation. 
3. The  management  of each  subsidiary  shall  be 
required  to communicate  this  information  without 
delay  to its employees'  representatives  and  to ask  for 
their  opinion  within  a period  of not less  than  30 days. 
4. Where,  in the opinion  of the  employees'  repre-
sentatives,  the  proposed  decision  is likely  to have  a 
direct  effect  on the  employees'  terms  of employment 
or working  conditions,  the management  of the  sub-
sidiary  shall  be required  to hold  consultations  with 
them  with  a view  to reaching  agreement  on the 
measures  planned  in respect  of them. 
5. Where  the management  of the subsidiaries  does 
not communicate  to the  employees'  representatives 
the information  required  under  paragraph  (3) or does 
not arrange  consultations  as  required  under 
paragraph  (4),  such  representatives  shall  be auth-
orized  to open  consultations,  through  authorized 
delegates,  with  the  management  of the  dominant 
undertaking  with  a view  to obtaining  such  infor-
mation  and,  where  appropriate,  to  reaching 
agreement  on the  measures  planned  with  regard  to 
the employees  concerted. 
6. The  Member  States  shall  provide  for appropriate 
penalties  in the case  of failure  to fulfil  the obligations laid down  in this  Article.  In particular,  they  shall 
grant  to the employees'  representatives  concerned  by 
the decision  the right  of appeal  to tribunals  or other 
competent  national  authorities  for  measures  to be 
taken  to protect  their  interests. 
Article  13 
1. Where  in a Member  State  a body  representing 
employees,  exists  at a level  higher  than  that  of the 
individual  subsidiary,  the information  provided  for in 
Article  11 relating  to the  employees  of all the  sub-
sidiaries  thus  represented  shall  be given  to that  body. 
2. The  consultations  provided  for  in Article  12 
shall  take  place  under  the  same  conditions  with  the 
representative  body  referred  to in paragraph  (1). 
3. A  body  representing  all the  employees  of the 
dominant  undertaking  and  its subsidiaries  within  the 
Community  may  be created  by means  of agreements 
to be concluded  between  the  management  of the 
dominant  undertaking  and  the  employees'  represen-
tatives,  unless  provision  is made  for it by national  law. 
If such  a body  is created,  paragraphs  1 and 2 shall  be 
applicable. 
Article  14 
1. The  management  of a dominant  undertaking 
whose  decision-making  centre  is located  in a Member 
State  of the  Community  and  which  has  one  or more 
establishments  in the  same  Member  State  shall  be 
required  to disclose,  via the management  of the sub-
sidiaries,  information  to  the  employees'  repres-
entatives  in all its subsidiaries  employing  at least  100 
employees  in accordance  with  Article  11  and  to 
consult  them  in accordance  with  Article  12. 
2. For  the  purposes  of applying  this  Article,  the 
terms  'dominant  undertaking'  and  'subsidiary'  in 
Articles  10 to 13  shall  be replaced  by the  terms 
'undertaking'  and  'establishment'  respectively. 
No C 297/8 Official  Journal  of the  European  Communities 15. 11. 80 
SECTION  IV 
SECRECY  REQUIREMENTS 
Article  15 
1. Members  and  former  members  of  bodies 
representing  employees  and  delegates  authorized  by 
them  shall  be required  to maintain  discretion  as 
regards  information  of a confidential  nature.  Where 
they communicate  information  to third  parties  they 
shall  take  account  of the interests  of the undertaking 
and shall  not  be such  as to divulge  secrets  regarding 
the undertaking  or its business. 2. The  Member  States  shall  empower  a tribunal  or 
other  national  body  to settle  disputes  concerning  the 
confidentiality  of certain  information. 
3. The  Member  States  shall  impose  appropriate 
penalties  in casts  of infringement  of the  secrecy 
requirement. 
' SECTION  V 
FINAL  PROVISIONS 
Article  16 
This  Directive  shall  be without  prejudice  to measures 
to be  taken  pursuant  to  Council  Directive 
75/129/EEC  of 17 February  1975  on the  approxi-
mation  of the  laws  of the Member  States  relating  to 
collective  redundancies  (') and  Directive  77/187/EEC 
or to the freedom  of the Member  States  to apply  or 
introduce  laws,  regulations  or  administrative 
provisions  which  are more  favourable  to employees. 
Article  17 
1. The  Member  States  shall  introduce  the  laws, 
regulations  and  administrative  provisions  necessary  to 
comply  with  this  Directive  not later  than  .. . (2). They 
shall  forthwith  inform  the Commission  thereof. 2. The  Member  States  shall  communicate  to the 
Commission  the  texts  of laws,  regulations  and 
administrative  provisions  which  they  adopt  in the area 
covered  by this  Directive. 
Article  18 
Within  two  years  from  the date  fixed  in Article  17, 
the Member  States  shall  transmit  to the Commission 
all information  necessary  to enable  it to draw  up a 
report  to be submitted  to the Council  relating  to the 
application  of this  Directive. 
Article  19 
This  Directive  is addressed  to the Member  States. 
(') OJ No L 48, 22. 2. 1975,  p. 29. 
(2) Date  to be specified  at the  time  of adoption  by the 
Council.