European Parliament legislative resolution on the draft Council regulation on the Statute for a European cooperative society (9923/2002 - C5-0485/2002 - 1991/0388(CNS))
Date: 2003-05-14
Institutions: Committee on Legal Affairs, European Parliament
Subjects: European cooperative, company law, legal status, worker participation

17.3.2004

EN

Official Journal of the European Union

C 67 E/175

Wednesday 14 May 2003

P5_TA(2003)0209

ECS Statute *

European Parliament legislative resolution on the draft Council regulation on the Statute for a
European cooperative society (9923/2002 — C5-0485/2002 — 1991/0388(CNS))

(Consultation procedure: renewed consultation)

The European Parliament,

— having regard to the draft Council regulation (9923/2002),

— having regard to the Commission proposal to the Council (COM(1991) 273) (1) and the amended

proposal (COM(1993) 252) (2),

— having regard to its position at first reading of 20 January 1993 (3), confirmed on 2 December 1993 (4)

and 27 October 1999 (5),

— having been consulted again by the Council pursuant

to Article 308 of

the EC Treaty,

(C5-0485/2002),

— having regard to Rules 67 and 71(2) of its Rules of Procedure,

— having regard to the report of the Committee on Legal Affairs and the Internal Market and the
opinions of the Committee on Economic and Monetary Affairs and the Committee on Employment
and Social Affairs (A5-0146/2003),

1.

2.

3.

Approves the Council draft as amended;

Calls on the Council to notify Parliament if it intends to depart from the text approved by Parliament;

Instructs its President to forward its position to the Council and Commission.

TEXT PROPOSED
BY THE COUNCIL

AMENDMENTS
BY PARLIAMENT

Having regard to the Treaty establishing the European Commu-
nity, and in particular Article 308 thereof,

Having regard to the Treaty establishing the European Commu-
nity, and in particular Article 95 thereof,

Amendment 1

Citation 1

Amendment 13

Recital 17a (new)

(17a)
It is necessary to involve employees fully in all oper-
ations related to SCEs including transfers, mergers and con-
versions, in accordance with EU and national legislation and
practices.

(1) OJ C 99, 21.4.1992, p.17.
(2) OJ C 236, 31.8.1993, p.17.
(3) OJ C 42, 15.2.1993, p.103.
(4) OJ C 342, 20.12.1993, p.30.
(5) OJ C 154, 5.6.2000, p.46.

C 67 E/176

Official Journal of the European Union

EN

17.3.2004

Wednesday 14 May 2003

TEXT PROPOSED
BY THE COUNCIL

AMENDMENTS
BY PARLIAMENT

Amendment 2

Article 5, paragraph 4, indent 12a (new)

— the arrangements for employee involvement determined

pursuant to Directive 2003/.../EC.

Amendment 14

Article 7, paragraph 3

3.
The management or administrative organ shall draw up a
report explaining and justifying the legal and economic aspects
of the transfer and explaining the implications of the transfer
for members, creditors, employees and holders of other rights.

3.
The management or administrative organ shall draw up a
report explaining and justifying the legal and economic aspects
as well as the employment effects of the transfer and explain-
ing the implications of the transfer for members, creditors,
employees and holders of other rights.

Amendment 3

Article 7, paragraph 3a (new)

The body representing the employees, established pur-
3a.
suant to Directive 2003/.../EC, shall be given the opportunity
to deliver an opinion on the proposed transfer of a registered
office in due time before the general meeting called to decide
on the transfer.

Amendment 15

Article 23

The administrative or management organs of each merging
cooperative shall draw up a detailed written report explaining
and justifying the draft terms of merger from a legal and econ-
omic viewpoint and in particular the share-exchange ratio. The
report shall also indicate any special valuation difficulties.

The administrative or management organs of each merging
cooperative shall draw up a detailed written report explaining
and justifying the draft terms of merger from a legal and econ-
omic viewpoint and in particular the share-exchange ratio. The
report shall also indicate any special valuation difficulties, as
well as the consequences as regards employment.

Amendment 4

Article 25, paragraph 1, point (ca) (new)

(ca)

the opinion of the representatives of the employees;

Amendment 5

Article 27, paragraph 2

2.
Employee involvement in the SCE shall be decided upon
pursuant to Directive 2002/.../EC. The general meetings of each
of the merging cooperatives may reserve the right to make
registration of the SCE conditional upon its express ratification
of the arrangements so decided.

2.
Employee involvement in the SCE shall be decided upon
pursuant to Directive 2003/.../EC. The general meetings of each
of the merging cooperatives may reserve the right to make
registration of the SCE conditional upon its express ratification
of the arrangements so decided. Employees' rights with regard
to information, consultation and participation shall under no
circumstances be less favourable than those applicable before
the merger.

17.3.2004

EN

Official Journal of the European Union

C 67 E/177

TEXT PROPOSED
BY THE COUNCIL

Wednesday 14 May 2003

AMENDMENTS
BY PARLIAMENT

Amendment 16

Article 33, paragraph 4, subparagraph 1

4.
The rights and obligations of the participating cooper-
atives in relation to terms and conditions of employment aris-
ing from national
law, practice and individual employment
contracts or employment relationships and existing at the date
of the registration shall, by reason of such registration be trans-
ferred to the SCE.

4.
The rights and obligations of the participating cooper-
atives in relation to both individual and collective terms and
conditions of employment arising from national law, practice
and individual employment contracts or employment relation-
ships and existing at the date of the registration shall, by rea-
son of such registration be transferred to the SCE.

Amendment 6

Article 35, paragraph 1

1. Without prejudice to Article 11,
the conversion of a
cooperative into an SCE shall not result in the winding-up of
the cooperative or in the creation of a new legal person.

1. Without prejudice to Article 11,
the conversion of a
cooperative into an SCE shall not result in the winding-up of
the cooperative or in the creation of a new legal person.
Employees' rights with regard to information, consultation
and participation shall under no circumstances be less
favourable than those applicable before the conversion.

Amendment 17

Article 35, paragraph 3

3.
The administrative or management organ of the cooper-
ative in question shall draw up draft terms of conversion and a
report explaining and justifying the legal and economic aspects
of the conversion and indicating the implications for members
and employees of the adoption of the form of an SCE.

3.
The administrative or management organ of the cooper-
ative in question shall draw up draft terms of conversion and a
report explaining and justifying the legal and economic aspects
as well as the employment effects of the conversion and indi-
cating the implications for members and employees of the
adoption of the form of an SCE.

Amendment 7

Article 35, paragraph 4

4.
The draft terms of conversion shall be made public in the
manner laid down in each Member State's law at least one
month before the general meeting called upon to decide
thereon.

The draft terms of conversion as well as the opinion of
4.
the representatives of the employees shall be made public in
the manner laid down in each Member State's law at least one
month before the general meeting called upon to decide
thereon.

Amendment 18

Article 35, paragraph 8

The rights and obligations of the cooperative to be con-
8.
verted on terms and conditions of employment arising from
national law, practice and individual employment contracts or
employment relationships and existing at the date of the regis-
tration shall, by reason of such registration, be transferred to
the SCE.

The rights and obligations of the cooperative to be con-
8.
verted on both individual and collective terms and conditions
of employment arising from national law, practice and individ-
ual employment contracts or employment relationships and
existing at the date of the registration shall, by reason of such
registration, be transferred to the SCE.

C 67 E/178

Official Journal of the European Union

EN

17.3.2004

Wednesday 14 May 2003

TEXT PROPOSED
BY THE COUNCIL

AMENDMENTS
BY PARLIAMENT

Amendment 8

Article 37, paragraph 5

5. Where no provision is made for a two-tier system in
relation to cooperatives with registered offices within its terri-
tory, a Member State may adopt the appropriate measures in
relation to SCEs.

5. Where no provision is made for a two-tier system in
relation to cooperatives with registered offices within its terri-
tory, a Member State shall adopt the appropriate measures in
relation to SCEs.

Amendment 9

Article 39, paragraph 2

2.
The members of the supervisory organ shall be appointed
and removed by the general meeting. The members of the first
supervisory organ may, however, be appointed in the statutes.
This shall apply without prejudice to any employee partici-
to Directive
determined
pation
2002/.../EC.

arrangements

pursuant

2.
The members of the supervisory organ shall be appointed
and removed by the general meeting. Where employee partici-
pation is practised, the representatives of the employees shall
be appointed according to relevant national customs or legis-
lation governing the appointment of employees to the bodies
of national cooperatives. The members of the first supervisory
organ may, however, be appointed in the statutes. This shall
apply without prejudice to any employee participation arrange-
ments determined pursuant to Directive 2003/.../EC.

Amendment 10

Article 76, paragraph 2

2.
The conversion of an SCE into a cooperative shall not
result in winding-up or in the creation of a new legal person.

2.
The conversion of an SCE into a cooperative shall not
result in winding-up or in the creation of a new legal person.
Employees' rights with regard to information, consultation
and participation shall under no circumstances be less
favourable than those applicable before the conversion.

Amendment 19

Article 76, paragraph 3

3.
The management or administrative organ of the SCE shall
draw up draft terms of conversion and a report explaining and
justifying the legal and economic aspects of the conversion and
indicating the implications of the adoption of the cooperative
form for members and holders of shares referred to in Article
14 and for employees.

3.
The management or administrative organ of the SCE shall
draw up draft terms of conversion and a report explaining and
justifying the legal and economic aspects as well as the
employment effects of the conversion and indicating the impli-
cations of the adoption of the cooperative form for members
and holders of shares referred to in Article 14 and for
employees.

Amendment 11

Article 76, paragraph 4

4.
The draft terms of conversion shall be made public in the
manner laid down in each Member State's law at least one
month before the general meeting called to decide on conver-
sion.

The draft terms of conversion as well as the opinion of
4.
the representatives of the employees shall be made public in
the manner laid down in each Member State's law at least one
month before the general meeting called to decide on conver-
sion.

17.3.2004

EN

Official Journal of the European Union

C 67 E/179

TEXT PROPOSED
BY THE COUNCIL

Wednesday 14 May 2003

AMENDMENTS
BY PARLIAMENT

Amendments 12 and 20
Article 76, paragraph 6a (new)

6a.
The rights and obligations of the SCE to be converted
on both individual and collective terms and conditions of
employment arising from national law, practice and individ-
ual employment contracts or employment relationships and
existing at the date of the registration shall be transferred
to the cooperative.

P5_TA(2003)0210

Parliament's estimates for 2004

European Parliament resolution on the estimates of revenue and expenditure of Parliament for the
financial year 2004 (2003/2016(BUD))

The European Parliament,

— having regard to Article 272 of the EC Treaty,

— having regard to Council Regulation (EC) No 1605/2002 of 25 June 2002 on the Financial Regulation

applicable to the general budget of the European Communities (1),

— having regard to the Interinstitutional Agreement of 6 May 1999 between the European Parliament,
the Council and the Commission on budgetary discipline and improvement of the budgetary pro-
cedure (2),

— having regard to its resolution of 11 March 2003 on the guidelines for Sections II, IV, V, VI, VII,
VIII(A) and VIII(B) and on the European Parliament's preliminary draft estimates (Section I) for the
2004 budgetary procedure (3),

— having regard to the report of the Secretary-General to the Bureau of 6 March 2003 concerning the

preliminary draft estimates of Parliament for the financial year 2004,

— having regard to the preliminary draft estimates established by the Bureau on 7 April 2003, pursuant

to Rules 22(6) and 183 of the Rules of Procedure,

— having regard to Rule 183 of the Rules of Procedure,

— having regard to the report of the Committee on Budgets (A5-0140/2003),

A. whereas economic forecasts project a 2.6 % growth in the European Union's economy for 2004 and

an inflation rate of 1.7 %,

B. whereas enlargement of the European Union is due to take place on 1 May 2004,

C. whereas the financial perspective is to be adjusted in accordance with point 25 of the Interinstitutional
Agreement of 6 May 1999, to take account of the expenditure requirements resulting from this
enlargement,

D. whereas the ceiling in heading 5 (‘Administrative expenditure') of the financial perspective was fixed at
EUR 5 983 million (4) at 2004 prices; whereas the margin under the financial perspective will remain
under pressure due, among other things, to enlargement-related expenditure in the European institu-
tions;

(1) OJ L 248, 16.9.2002.
(2) OJ C 172, 18.6.1999, p 1.
(3) P5_TA(2003)0080.
(4) Excluding EUR 174 million in staff contributions to the pension scheme.